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 Adden