Exhibit 10.35





FOURTH AMENDMENT TO DISTRIBUTION SERVICE AGREEMENT



THIS FOURTH AMENDMENT TO DISTRIBUTION SERVICE AGREEMENT (the
Amendment) is made and entered into on the 16th day of October, 2003, 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, the 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 (the October 10, 1999 Distribution Service Agreement, together with the June 28, 2001
First Amendment, September 8, 2001 Second Amendment, and October 5, 2002 Third Amendment are hereinafter referred to collectively as the Service Agreement); and



WHEREAS, the Pantry is in negotiations to acquire additional convenience food stores that it desires to make subject to the
Service Agreement, such additional stores being more particularly described on Exhibit A attached hereto and incorporated herein for all purposes (the Additional Stores); and



WHEREAS, in the event the Pantry acquires the Additional Stores, the 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, and expressly conditioned upon the Pantry acquiring the Additional Stores, the Pantry and
McLane do hereby agree as follows:



1. Additional Stores to
be Subject to Service Agreement. The Pantry and McLane hereby agree that the Additional Stores shall, effective as of the date the Pantry acquires such Additional Stores (the Effective Date), be subject to and governed by all terms
and conditions of the Service Agreement, as amended by this Amendment, and shall be considered stores for all purposes thereof.



2. Extension of Service Agreement. The first sentence of Section 4.1 of the Service Agreement is hereby amended to read in its entirety as follows:



* Selected portions have been deleted as confidential pursuant to Rule
24b-2. Complete copies of the entire exhibit have been filed with the Securities and Exchange Commission and marked CONFIDENTIAL TREATMENT.



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This Agreement shall, unless earlier terminated in accordance with the terms of
this Agreement, continue until October 10, 2008.



3.
Adjustment of Service Charge/Gatorade Mark-Up. The Service Charge of $* per store/per week provided for in the Service Agreement is reduced to $* per store/per week and the markup on Gatorade provided for in the Service Agreement is reduced
from *% to *%.



4. Cigarette Rebate Adjustment. The
Pantry shall be entitled, in addition to the rebates provided for in the Service Agreement and on Exhibit A of the Service Agreement, to an additional rebate of (i) $* (*) per each carton of premium cigarettes and $* (*) per each carton of generic
cigarettes purchased by the Pantry from McLane after the Effective Date for stores located in Georgia, and (ii) $* (*) per each carton of premium cigarettes and $* (*) per each carton of generic cigarettes purchased by the Pantry from McLane after
the Effective Date for stores located in Tennessee.



5.
Service Allowance. Section 9 of the Third Amendment is hereby amended to read in its entirety as follows:



Within ten (10) business days after the Effective Date, McLane shall pay to the Pantry $* per each Additional Store and $* for each
other store subject to the Service Agreement. Such amounts shall be amortized over the twelve (12) month period immediately following the Effective Date using the straight line method of amortization, with any unamortized amount relating to a store
which the Pantry sells, closes or otherwise ceases to operate during such twelve (12) month period being repaid to McLane within ten (10) days after the end of the McLane accounting quarter in which such sale, closure or cessation of operation
occurs through an equitable adjustment made by McLane to any amounts that may be owing by McLane to any amounts that may be owing by McLane to Pantry at the end of such McLane accounting quarter. If the unamortized amount to be repaid to McLane at
the end of such accounting quarter is greater than the amount that is owed by McLane to Pantry, the remaining adjustment will be made at the end of subsequent McLane accounting quarters until the full unamortized amount is repaid by Pantry to
McLane. Provided the Pantry is in compliance with all terms and conditions of the Service Agreement (as amended by this Amendment) on the date payment is due, within ten (10) business days after the beginning of each McLane accounting quarter,
McLane agrees to pay to the Pantry a Service Allowance of $*. This quarterly amount is based on * stores and $* per store; and shall be adjusted equitably during the remaining term of the Service Agreement (as amended by this Amendment) to take into
account store openings and store sales/closures.



* Selected portions
have been deleted as confidential pursuant to Rule 24b-2. Complete copies of the entire exhibit have been filed with the Securities and Exchange Commission and marked CONFIDENTIAL TREATMENT.





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CONFIDENTIAL TREATMENT



6. Representation and Warranty. Pantry hereby represents and warrants to McLane that Lil Champ has been merged
into The Pantry, Inc. and is no longer a legal entity as of June 25, 2001. As of the Effective Date, Lil Champ will be released by McLane as a party to the Service Agreement. In consideration, Pantry represents and warrants to McLane, and
Pantry agrees that (i) all existing Lil Champ stores previously serviced by McLane (Lil Champ Stores) have been transferred to and are owned entirely by Pantry, (ii) McLane will continue to provide services under the Service
Agreement and this Amendment to the Lil Champ Stores, and (iii) Pantry will be fully responsible and liable to McLane for the performance of any and all obligations and liabilities of LilChamp to McLane under the Service Agreement and
this Amendment.



7. Effective Date. All terms and
conditions of this Amendment shall be effective as of the Effective Date defined in Section 1 of this Amendment.



8. Defined Terms. Capitalized terms not specifically defined in this Amendment shall have the meaning ascribed to them in the Service Agreement.



9. 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. ZABORSKIPrinted Name:    David M. ZaborskiTitle:    V.P. MarketingMcLANE
PANTRY, INC.By:

/S/    DAVE TESTROETDave TestroetDivision PresidentMcLane Carolina/Mid-Atlantic






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CONFIDENTIAL TREATMENT



EXHIBIT A



GOLDEN GALLON STORE LIST



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|-----
|Count
|     
|1    
|2    
|3    
|4    
|5    
|6    
|7    
|8    
|9    
|10   
|11   
|12   
|13   
|14   
|15   
|16   
|17   
|18   
|19   
|20   
|21   
|22   
|23   
|24   
|25   
|26   
|27   
|28   
|29   
|30   
|31   
|32   
|33   
|34   
|35   
|36   
|37   
|38   



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CONFIDENTIAL TREATMENT



|     
|-----
|Count
|     
|39   
|40   
|41   
|42   
|43   
|44   
|45   
|46   
|47   
|48   
|49   
|50   
|51   
|52   
|53   
|54   
|55   
|56   
|57   
|58   
|59   
|60   
|61   
|62   
|63   
|64   
|65   
|66   
|67   
|68   
|69   
|70   
|71   
|72   
|73   
|74   
|75   
|76   
|77   
|78   
|79   
|80   
|81   



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CONFIDENTIAL TREATMENT



|     
|-----
|Count
|     
|82   
|83   
|84   
|85   
|86   
|87   
|88   
|89   
|90   
|91   
|92   
|93   
|94   
|95   
|96   
|97   
|98   
|99   
|100  
|101  
|102  
|103  
|104  
|105  
|106  
|107  
|108  
|109  
|110  
|111  
|112  
|113  
|114  
|115  
|116  
|117  
|118  
|119  
|120  
|121  
|122  
|123  



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CONFIDENTIAL TREATMENT



|     
|-----
|Count
|     
|124  
|125  
|126  
|127  
|128  
|129  
|130  
|131  
|132  
|133  
|134  
|135  
|136  
|137  
|138  



iv