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First Amendment To Amended & Restated Addendum To Distributor Franchise Agreemen

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Exhibit 10.3


FIRST AMENDMENT TO AMENDED AND RESTATED

ADDENDUM TO DISTRIBUTOR FRANCHISE AGREEMENT


This First Amendment to Amended and Restated Addendum to Distributor Franchise Agreement (" First Amendment" ) is entered into on this 31 st day of March 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" ); and

WHEREAS, CITGO and the Company desire to change the scope, Adder Fees and other terms and conditions of the Addendum;

NOW, THEREFORE in consideration of the premises and covenants contained herein, it is agreed that Sections 3, 4(ii) and 10 of the Addendum shall be changed as follows:


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:

" Bainbridge, GA Biloxi, MS Birmingham, AL Chattanooga, TN Montgomery, AL Powder Springs, GA Rome, GA Nashville, TN Mobile, AL Chattahoochee, GA"


Section 4(ii) shall be replaced in its entirety and shall now read:


" (ii) The Adder Fees shall be as follows (in $/gal):


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

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