Exhibit 10.1
FIFTH AMENDMENT TO AMENDED AND
RESTATED
ADDENDUM TO DISTRIBUTOR FRANCHISE
AGREEMENT
This Fifth Amendment to Amended and
Restated Addendum to Distributor Franchise Agreement (“Fifth
Amendment”) is entered into on this 8 th day of
June, 2009, 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 17, 2005, (the “Second
Amendment”); a Third Amendment to Amended and Restated
Addendum to DFA on March 24, 2006 (the “Third
Amendment”); and a Fourth Amendment to Amended and Restated
Addendum to DFA on December 18, 2006 (the “Fourth
Amendment”); the Addendum and four amendments are
collectively referred to as the Addendum or Addendum as Amended;
and
WHEREAS, CITGO and the Company
desire to revise the Performance Criteria described in Section 7.7
to allow the Company to convert or add CITGO branded stations under
the terms of this Addendum such that the motor fuels supplied will
be priced under the terms of this Addendum if the parties mutually
agree.
NOW, THEREFORE in consideration of
the premises and covenants contained herein, it is agreed to add
Section 4(iii) as follows:
“For each location approved
pursuant to Sectio
