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WAIVER AND FIFTH 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 September 30, 1997 and anticipates that it
will not comply with said Section 5.8A during the quarter ending
January 1, 1998;
WHEREAS, the Company represents and warrants to the
Holders that, after giving effect to this Waiver and Fifth Amendment,
no Default of Event of Default shall be outstanding under the Note
Agreement; and
WHEREAS, at the Company's request and in consideration of
the Company's agreement to prepay the entire outstanding balance of
the Notes on February 2, 1998, the Company and the Holders are
desirous of waiving the Events of Default occasioned by the Company's
noncompliance with Section 5.8A of the Note Agreement.
NOW, THEREFORE, the Company and the Holders agree as
follows:
1. The Events of Default caused by the Company's
noncompliance with Section 5.8A of the Note Agreement during the
fiscal quarter ended on September 30, 1997 and the Event of Default
that will be caused by the Company's anticipated noncompliance with
Section 5.8A of the Note Agreement during the fiscal quarter ending
on January 1, 1998 are hereby waived.
2. In consideration of the waivers granted in this
Waiver and Fifth Amendment to Note Agreement, notwithstanding any
provision of the Note Agreement or the Notes to the contrary, the
Company agrees that it will prepay, without premium or penalty, the
entire outstanding principal balance of the Notes, together with
accrued and unpaid interest thereon, on February 2, 1998.
3. 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.
4. Except as amended herein, the terms and provisions of
the Note Agreement and the Notes are hereby ratified, confirmed and
approved in all respects.
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5. The effectiveness of this Waiver and Fifth Amendment
is expressly conditioned on the accuracy of the Company's
representations and warranties set forth above, and on the Company's
covenant to prepay the Notes as set forth in paragraph 2 above.
6. This document shall be dated as of December 24, 1997.
ACCEPTED AND AGREED TO:
UNI-MARTS, INC. MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
/S/ J. XXXX XXXXXXXX /S/ XXXXXXXX XXXXX
------------------------------ ------------------------------
By: J. Xxxx Xxxxxxxx By: Xxxxxxxx Xxxxx
Its: Executive Vice President Its: Managing Director
NORTHERN LIFE INSURANCE RELIASTAR LIFE 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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