Agreement#: AG-232543
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Fifth Amendment To Distribution Service Agreement

Effective Date: April 01, 2004
Parties:

Pantry, Mclane Company

Sectors: Specialty Retail
Exhibit 10.1


FIFTH AMENDMENT TO DISTRIBUTION SERVICE AGREEMENT


THIS FIFTH AMENDMENT TO DISTRIBUTION SERVICE AGREEMENT (the " Amendment" ) is made and entered into on the 1 st day of April, 2004, to be effective on the Effective Date (as defined below), by and between The Pantry, Inc., a Delaware corporation (" Pantry" ) and McLane Company, Inc., a Texas corporation (" McLane" ).

RECITALS

WHEREAS, Pantry, Lil' Champ Food Stores, Inc., a Florida corporation (" Lil' Champ" ), and McLane entered into (i) a Distribution Service Agreement effective as of October 10, 1999, (ii) a First Amendment to Distribution Service Agreement effective as of June 28, 2001, (iii) a Second Amendment to Distribution Service Agreement effective as of September 8, 2001, and (iv) a Third Amendment to Distribution Service Agreement effective as of October 5, 2002, and Pantry (on behalf of itself and as successor in interest to all rights and obligations of Lil' Champ) and McLane entered into a Fourth Amendment to Distribution Service Agreement effective as of October 16, 2003 (the October 10, 1999 Distribution Service Agreement, together with the June 28, 2001 First Amendment, September 8, 2001 Second Amendment, October 5, 2002 Third Amendm ...

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