EXHIBIT (10.5)
THIRD AMENDMENT TO NOTE AGREEMENT
Reference is made to the Note Agreement dated as of October 1, 1988 (as
amended, the "Note Agreement") between Uni-Marts, Inc. (The "Company") and
Massachusetts Mutual Life Insurance Company, Northern Life Insurance Company,
Northwestern National Life Insurance Company, American Investors Life Insurance
Company, The North Atlantic Life Insurance Company of America, and Commercial
Union Life Insurance Company (together, the "Holders").
WHEREAS, the Company has advised the Holders that the Company has failed to
comply with Section 5.8A of the Note Agreement during the quarter ended
April 3, 1997 and has requested that Section 5.8A of the Note Agreement be
amended;
WHEREAS, the Company represents and warrants to the Holders that, after giving
effect of this Third Amendment, no Default or Event of Default shall be
outstanding under the Note Agreement; and
WHEREAS, at the Company's request, the Company and the Holders are desirous of
amending Section 5.8A of the Note Agreement.
NOW THEREFORE, the Company and the Holders agree as follows:
1. Section 5.8A of the Note Agreement is hereby amended in its entirety to
read as follows:
5.8A Fixed Charge Coverage. The Company will at all times keep
and maintain Net Income Available for Fixed Charges for the immediately
preceding four fiscal quarters at not less than 125% of Fixed Charges
for such four fiscal quarters; provided, however, that with respect to
the four fiscal quarter period ending on January 2, 1997, the Company
will at all times keep and maintain Net Income Available for Fixed
Charges for the immediately preceding four fiscal quarters at not less
than 115% of Fixed Charges; and provided, further, that with respect to
the four fiscal quarter period ending on April 3, 1997, the Company will
at all times keep and maintain Net Income Available for Fixed Charges
for the immediately preceding four fiscal quarters at not less than 100%
of Fixed Charges.
2. The capitalized terms used herein shall have the respective meanings
specified in the Note Agreement unless otherwise defined herein or if the
context hereof shall otherwise require.
3. Except as amended herein, the terms and provisions of the Note Agreement
are hereby ratified, confirmed and approved in all respects.
4. The effectiveness of this Third Amendment is expressly conditioned on the
accuracy of the Company's representations and warranties set forth above.
5. This document shall be dated as of April 18, 1997.
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ACCEPTED AND AGREED TO:
UNI-MARTS, INC. MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
/S/ J. XXXX XXXXXXXX /S/ XXXX X. XXXXX
------------------------------- ------------------------------
By: J. Xxxx Xxxxxxxx By: Xxxx X. Xxxxx
Its: Executive V.P. Its: Managing Director
NORTHERN LIFE RELIASTAR LIFE INSURANCE
INSURANCE COMPANY COMPANY F/K/A/
NORTHWESTERN NATIONAL LIFE
INSURANCE COMPANY
/S/ XXXXX X. XXXXXXX /S/ XXXXX X. XXXXXXX
------------------------------- ------------------------------
By: Xxxxx X. Xxxxxxx By: Xxxxx X. Xxxxxxx
Its: Assistant Treasurer Its: Authorized Representative
AMERICAN INVESTORS LIFE RELIASTAR BANKERS SECURITY
INSURANCE COMPANY LIFE INSURANCE COMPANY as
Successor by Merger to NORTH
ATLANTIC LIFE INSURANCE
COMPANY OF AMERICA
/S/ XXXXX X. XXXXXXX
------------------------------- ------------------------------
By: By: Xxxxx X. Xxxxxxx
Its: Its: Vice President
COMMERCIAL UNION LIFE
INSURANCE COMPANY
-------------------------------
By:
Its:
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