Fifth Amendment to Distribution Service Agreement



 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 1st 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 and conditions contained herein and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Pantry and McLane do hereby agree as follows: 
  
 1.    Amendment of Section 3.4. The last paragraph of Section 3.4 of the Service Agreement is hereby deleted in
its entirety and the amended Section 3.4 is restated in its entirety as follows: 
  
 3.4    Payment Terms for Products Purchased. Company shall cause payment to be made by wire transfer or McLane initiated ACH to McLane for all Products purchased by the
stores not later than 12:00 Noon, Central Standard Time or, if applicable, Central Daylight Savings Time, [***] days from statement date, it being understood and agreed that statement date will be each Friday for all Products delivered from the
immediately preceding Saturday through such Friday statement date. Such payments shall be in the full amount of the statement to which they relate. Any amounts not paid when due shall bear interest at the lesser of (i) eighteen percent (18%) per
annum, or (ii) the maximum rate allowed by applicable law. 
  


	 [***]
	 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.    Effective Date. All terms and conditions of this
Amendment shall be effective as of April 1st, 2004 (the “Effective Date”). 
  
 3.    Defined Terms. Capitalized
terms not specifically defined in this Amendment shall have the meaning ascribed to them in the Service Agreement. 
  
 4.    No Other Modifications. Except as specifically modified by this Amendment, all terms and conditions of
the Service Agreement shall remain fully applicable and in full force and effect. 
  
 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above, to be effective as of the Effective Date. 
  

			
	 THE PANTRY, INC.

		
	 By:
	 	 /s/ David M. Zaborski





			
	 Printed Name: David M. Zaborski

	 Title: V.P. Marketing

	
	 McLANE COMPANY, INC.




			
		
	 By:
	 	 /s/ Dave Testroet


	 	 	 Dave Testroet

	 	 	 Division President

	 	 	 McLane Carolina/Mid-Atlantic



  

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