exhibit10_1.htm


 


Exhibit 10.1


 


SECOND AMENDMENT TO ADDENDUM TO


MARKETER FRANCHISE AGREEMENT







This Second Amendment to Addendum to Marketer Franchise Agreement (the “Second Amendment”) is entered into on this 5th day of March, 2012, by and between CITGO Petroleum Corporation (“CITGO”) and The Pantry, Inc. (the “Company”).







WHEREAS, CITGO and the Company have entered into a Marketer Franchise Agreement on September 7, 2010 (the “MFA);







WHEREAS, CITGO and the Company have entered into an Addendum to the MFA on September 7, 2010 and a First Amendment to Addendum to the MFA on April 6, 2011 (the “Addendum as Amended”);







WHEREAS, the Company has received offers from other suppliers to purchase motor fuels; and therefore, has requested that CITGO sell Branded Gasoline on a similar basis; and







WHEREAS, CITGO and the Company desire to amend the Exhibit A of the Addendum as Amended to add terminals and adjust volumes.







NOW, THEREFORE in consideration of the premises and covenants contained herein, it is agreed to amend the Addendum as Amended, as follows:







1.           Exhibit A of the Addendum as Amended is deleted in its entirety and replaced as attached.







The effective date of this Second Amendment is January 1, 2012. Other than as amended herein, all other provisions of the Addendum shall remain in full force and effect.







IN WITNESS WHEREOF, this Second Amendment to the Addendum was executed on the date above written.


 

 



	
CITGO PETROLEUM CORPOATION

	  	
THE PANTRY, INC.


	  	  	  
	
/s/ Gustavo J. Velasquez

	  	
/s/ Edwin J. Holman


	
(Signature)

	  	
(Signature)


	  	  	  
	
Gustavo J. Velasquez

	  	
Edwin J. Holman


	
(Printed Name)

	  	
(Printed Name)


	  	  	  
	  	  	
Interim CEO


	
Vice President, Supply & Marketing

	  	
(Title)







_________________


[***]  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.






  





  











  













EXHIBIT A (Revision 2 effective 1/1/12)


[***]


(page 1 of 2)








	  	  	
Branded Gasoline

	  	
Unbranded Gasoline

	  	
Diesel


	
Terminal

	  	
Volume(1)

	  	
[***]

	  	
Volume (1)

	  	
[***]

	  	
Volume(1)

	  	
[***]


	
[***]

	  	
[***]

	  	
[***]

	  	
[***]

	  	
[***]

	  	
[***]

	  	
[***]


	
[***]

	  	  	  	  	  	
[***]

	  	
[***]

	  	
[***]

	  	
[***]


	
[***]

	  	
[***]

	  	
[***]

	  	  	  	  	  	  	  	  
	
[***]

	  	  	  	  	  	
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[***]


	
[***]

	  	
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[***]

	  	  	  	  	  	
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[***]


	
[***]

	  	
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[***]

	  	  	  	  	  	  	  	  	  	
[***]

	  	
[***]


	
[***]

	  	
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[***]

	  	  	  	  	  	
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[***]

	  	
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[***]


	
[***]

	  	  	  	  	  	
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[***]

	  	
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[***]

	  	  	  	  	  	
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[***]

	  	
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[***]

	  	
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[***]

	  	
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[***]

	  	  	  	  	  	
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[***]

	  	  	  	  	  	
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[***]

	  	  	  	  	  	  	  	  	  	
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[***]

	  	  	  	  	  	
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[***]

	  	
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[***]

	  	
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[***]

	  	
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[***]

	  	
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[***]

	  	
[***]


	
[***]

	  	
[***]

	  	
[***]

	  	
[***]

	  	
[***]

	  	
[***]

	  	
[***]


	
Total(2)

	  	
[***]

	  	  	  	
[***]

	  	  	  	
[***]

	  	  










Notes:


(1)           Representatives from CITGO and the Company to meet periodically to determine if terminal volumes should be increased or decreased per Section 7.


(2)           Total [***] to be equal to or greater than [***] amounts defined in Section 7.


(3)           Terminals assumed to be CITGO owned unless otherwise indicated above.












_________________


[***]  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.






  





  











  













EXHIBIT A (Revision 1 effective 1/1/12)


[***]


(page 2 of 2)












(4)           At [***] and CITGO’s [***] terminals, there will only be [***]. The volume listed above includes both [***] and [***].[***] will be provided at the following terminals and amounts:








	
Terminal

	  	
Month

	  	
Amount


	
[***]

	  	
[***]

	  	
[***]


	
[***]

	  	
[***]

	  	
[***]


	
[***]

	  	
[***]

	  	
[***]


	
[***]

	  	
[***]

	  	
[***]


	
[***]

	  	
[***]

	  	
[***]


	
[***]

	  	
[***]

	  	
[***]


	
[***]

	  	
[***]

	  	
[***]


	
[***]

	  	
[***]

	  	
[***]


	
[***]

	  	
[***]

	  	
[***]


	
[***]

	  	
[***]

	  	
[***]


























































































































_________________


[***]  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.