FOURTH AMENDMENT TO AMENDED AND RESTATED ADDENDUM TO DISTRIBUTOR FRANCHISE AGREEMENT

Exhibit 10.2

FOURTH AMENDMENT TO AMENDED AND RESTATED ADDENDUM TO

DISTRIBUTOR FRANCHISE AGREEMENT

This Fourth Amendment to Amended and Restated Addendum to Distributor Franchise Agreement (“Fourth Amendment”) is entered into on this 18^th day of December 2006, 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 11, 2005, (Second Amendment); a Third Amendment to Amended and Restated Addendum to DFA on March 24, 2006 (Third Amendment); the Addendum and three amendments are collectively referred to as the “Addendum” or “Addendum as amended”; and

WHEREAS, CITGO and the Company desire to amend the performance criteria and other terms and conditions of the Addendum as amended.

NOW, THEREFORE in consideration of the premises and covenants contained herein, it is agreed that the Addendum as amended is further amended as follows:

“Kenner, LA”

“PERFORMANCE CRITERIA:

2

3

(b) Similarly, if for any Contract Year the Company’s purchases of distillate from CITGO are less than [* * *] of the Distillate Contract Volume, other than as a result of supply disruptions or force majeure, then the Company [* * *], and CITGO [* * *], the [* * *] on [* * *] upon which the [* * *] during the Contract Year. Such [* * *] may be [* * *] as [* * *]

(c) The $[* * *] charge described in (a) and (b) above is not intended nor will it prevent [* * *] with the terms of the DFA or this Addendum or if it [* * *] prior to the agreed upon branding commitment periods. Such additional damages may include but are not limited to [* * *] and any [* * *].

4

“Exhibit A of the Second Amendment shall be replaced in its entirety with the attached Exhibit A. In addition, the Company shall provide CITGO with 90 day written notification prior to any reduction in supply requirements for terminals that are supplied by water and 45 day written notification for any reduction in supply requirements for terminals supplied by pipeline. If the Company’s terminal lifting pattern at those terminals listed in Exhibit A, other than the Athens Terminal, having volumes equal to or in excess of [* * *] gallons per month, significantly change after the effective date of this Fourth Amendment, then CITGO has the right to adjust the [* * *] in Section 4 (ii). A significant change is defined as a decline in the Company’s volume by 30% over a 90 day period at any single terminal.”

5

It is agreed that for the purposes of determining [* * *], CITGO and the Company shall use the [* * *] as decided by CITGO ([* * *]).

The effective date of this Fourth Amendment is December 18, 2006. Other than as amended herein, all other provisions of the Addendum as amended shall remain in full force and effect.

IN WITNESS WHEREOF, this Fourth Amendment was executed on the date above written.

6

EXHIBIT A

Pantry’s current terminal lifting pattern (in monthly gallons), estimated at 100% contract volume and based on [* * *] branded stations. These volumes will be reduced as stations are debranded.