FIRST AMENDMENT TO AMENDED AND RESTATED ADDENDUM TO DISTRIBUTOR FRANCHISE AGREEMENT

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:

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

[***]

$

[***]

$

[***]

$

[***]