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Fourth Amd. To Distributor Franchise Agreement

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Exhibit 10.2

FOURTH AMENDMENT TO AMENDED AND RESTATED ADDENDUM TO

DISTRIBUTOR FRANCHISE AGREEMENT

This Fourth Amendment to Amended and Restated Addendum to Distributor Franchise Agreement (" Fourth Amendment" ) is entered into on this 18 th day of December 2006, 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" ); a Second Amendment to Amended and Restated Addendum to DFA on October 11, 2005, (Second Amendment); a Third Amendment to Amended and Restated Addendum to DFA on March 24, 2006 (Third Amendment); the Addendum and three amendments are collectively referred to as the " Addendum" or " Addendum as amended" ; and

WHEREAS, CITGO and the Company desire to amend the performance criteria and other terms and conditions of the Addendum as amended.

NOW, THEREFORE in consideration of the premises and covenants contained herein, it is agreed that the Addendum as amended is further amended as follows:

1." Contract Year" , as defined in Section 3 of the Second Amendment shall be changed to now mean, " October 1, 2006 through September 30, 2007 and each subsequent twelve month period thereafter."

2. The following terminal shall be added to the list of terminals in Section 3 , for which the [* * *] applies: " Kenner, LA"

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. 3. Section 7 of the Addendum as amended shall be replaced in its entirety and shall now read: " PERFORMANCE CRITERIA :

7.1. The [* * *] are based on the Company purchasing a minimum aggregate volume (the " Minimum Volume" ) of [* * *] gallons per Contract Year of Motor Fuels (" Motor Fuels" being defined as all grades of gasoline, branded and unbranded, and diesel). If, through no fault of the Company, the Company' s purchases of Motor Fuels from CITGO during the Contract Year fall below the Minimum Volume, then [* * *], and if [* * *].

7.2. The parties acknowledge that the current gasoline (branded and unbranded) and distillate volumes being purchased each month are [* * *] gallons and [* * *] gallons, respectively. The parties further acknowledge that currently the company has branded a minimum of [* * *] CITGO branded stations (the " Minimum CITGO Branded Stations" ). Effective December 1, 2006, the Company and CITGO agree to reduce the Minimum CITGO Branded Stations from [* * *] to [* * *], a reduction of [* * *] Stations. This reduction is due to the Company' s closure of [* * *] Stations and the debranding of [* * *] Stations. Therefore, effective December 1, 2006, the Gasoline Contract Volume (branded and unbranded) shall be [* * *] gallons per month and the Distillate Contract Volume shall be [* * *] gallons per month.

7.3 The parties agree that the Gasoline Contract Volume (branded and unbranded) for the Contract Year beginning October 1, 2006, shall equal [* * *] gallons (two months at [* * *] gallons and 10 months at [* * *] gallons per month). The parties also agree that the Distillate Contract Volume for the Contract Year beginning October 1, 2006, shall equal [* * *] gallons (two months at [* * *] gallons and 10 months at [* * *] gallons per month). For subsequent Contract Years, the Gasoline Contract Volume and the Distillate Contract Volume shall be based upon the sum of their respective monthly Contract Volumes effective as of December 1, 2006, reduced by amounts described in Subsections 7.4 (i), (ii) and (iii) below for the applicable Contract Year.

[***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.


2 7.4 Should the number of Minimum CITGO Branded Stations fall below [* * *] stations, the parties agree as follows: (i) The amount of branded gasoline volume sold under this Addendum shall be reduced by the volume of branded gasoline that is being sold at the stations that are debranded.

(ii) The amount of unbranded gasoline volume sold under this Addendum shall be reduced by an amount equal to [* * *] of the volume reduction of branded gasoline described in (i) above,

(iii) The amount of unbra
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