2ND Amendment To Amended And Restated Addendum To Distributor Franchise Agreemen

Exhibit 10.1


SECOND AMENDMENT TO AMENDED AND RESTATED

ADDENDUM TO DISTRIBUTOR FRANCHISE AGREEMENT


This Second Amendment to Amended and Restated Addendum to Distributor Franchise Agreement (" Second Amendment" ) is entered into on this 17 day of October 2005, by and between CITGO Petroleum Corporation (" CITGO" ) and The Pantry, Inc. (the " Company" ).


WHEREAS, CITGO and the Company have entered into a Distributor Franchise Agreement on or about August, 2000 (the " DFA" );

WHEREAS, CITGO and the Company have entered into an Amended and Restated Addendum to that DFA on February 11, 2003, (the " Addendum" ); a First Amendment to Amended and Restated Addendum to DFA on March 31, 2005, (the " First Amendment" ); and

WHEREAS, CITGO and the Company desire to change the contract term, scope, adder fees and other terms and conditions of the First Amendment and/or the Addendum;


NOW, THEREFORE, in consideration of the premises and covenants contained herein, it is agreed that Sections 2, 3, 4(II), 7 and 10 of the First Amendment and/or the Addendum shall be changed as follows:

1. Section 2 shall be replaced in its entirety and shall now read:

" CONTRACT TERM : The Company agrees to extend the term of the DFA to August 31, 2010, a period of five (5) years from the effective date of this Second Amendment. Thereafter, the DFA shall automatically renew for additional three year periods unless terminated by written notice given by either party not less than ninety (90) days prior to the end of the term. The Addendum will terminate upon termination of the DFA."

2. The following terminals shall be added to the list of terminals in Section 3, for which the pricing formula set forth in Section 4 applies:

" Atlanta, GA; Columbus, GA; Lookout Mountain, GA; Princeton, IN; Convent, LA; Panama City, FL; Fayetteville, NC; Yorktown, VA (backup); Memphis, TN (backup); W. Memphis, AR (backup); Pensacola, FL (backup)." 3. Section 4(ii) shall be replaced in its entirety and shall now read:


" (II) The [***] shall be as follows (in $/gal):

Branded Gasoline
Unbranded
Gasoline
LSD


Aggregate Gals. (in million gals/Contract Year) RUL
MID
PREM
all grades
all grades


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