EXHIBIT 2.2
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is made and
entered into as of this 23rd day of October 1997, by and between PH HOLDING
CORPORATION, a North Carolina corporation ("Assignor"), and THE PANTRY, INC., a
Delaware corporation and owner of all of the outstanding capital stock of
Assignor ("Assignee"), with reference to the following recitals of fact:
R E C I T A L S:
WHEREAS, Assignor and Docks U.S.A., Inc., a Nevada corporation
("Seller"), have entered into that certain Stock Purchase Agreement, dated as of
August 26, 1997 (the "Purchase Agreement"), a copy of which is attached hereto
as Exhibit A and made a part hereof, wherein Seller has agreed to sell and
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Assignor has agreed to purchase all of the outstanding capital stock of Lil'
Champ Food Stores, Inc., a Florida corporation and wholly-owned subsidiary of
Seller (the "Acquisition"), on the terms and conditions contained therein.
WHEREAS, Assignor desires to assign, and Assignee desires to assume
all of Assignor's rights, interests and obligations under the Purchase
Agreement, as hereinafter set forth.
A G R E E M E N T:
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. Assignor hereby sells, assigns, transfers and conveys to Assignee
all of its right, title and interest in, to and under the Purchase Agreement.
2. Assignee does hereby accept such assignment of the Purchase
Agreement and covenants for itself and its successors and assigns that it will
keep, observe, perform and does hereby assume all of the terms, covenants,
conditions, duties, liabilities and obligations contained in the Purchase
Agreement to be performed, observed or kept on the part of Assignor under the
Purchase Agreement.
3. Nothing in this Agreement shall relieve Assignor of any of its
obligations under the Purchase Agreement.
4. Assignor represents and warrants to Assignee that the Purchase
Agreement attached hereto as Exhibit A (a) is the true, correct and complete
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agreement between Assignor and Seller with respect to the Acquisition, and (b)
is currently in full force and effect with no defaults by Assignor thereunder.
Assignor further represents and warrants to Assignee that Assignor (c) has
complied with all of its obligations under the Purchase Agreement, and (d) is
the current holder of the rights of "Purchaser" under the Purchase Agreement,
and has not previously assigned any of its rights as "Purchaser" under the
Purchase Agreement to any other party.
5. This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one agreement.
6. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.
7. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflict of law
provisions.
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IN WITNESS WHEREOF, the undersigned have entered into this Agreement
as of the day and year first indicated above.
"ASSIGNOR": PH HOLDING CORPORATION, a North Carolina
corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
"ASSIGNEE": THE PANTRY, INC., a Delaware corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President and Chief
Executive Officer
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