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 Amendment
and October 16, 2003 Fourth Amendment are hereinafter referred to
collectively as the “Service Agreement”);
and
WHEREAS, Pantry and McLane desire to
further amend the Service Agreement;
NOW, THEREFORE, for and in
consideration of the promises, covenants a
