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Distributor Franchise Agreement

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Exhibit 10.2


[CITGO LOGO] Citgo Petroleum Corporation

P.O. Box 3758

Tulsa, OK 74102-3758

July 7, 2004


Peter J. Sodini President and Chief Executive Officer

The Pantry, Inc. 1801 Douglas Drive

Sanford, NC 27330

Re: Distributor Franchise Agreement dated August 2000 by and between CITGO Petroleum Corporation (" CITGO" ) and The Pantry, Inc. (" Franchisee" ), as amended by Amended and Restated Addendum to Distributor Franchise Agreement dated February 11, 2003 (" DFA" )

Dear Mr. Sodini:
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