EXHIBIT (10.2)
AMENDMENT NO. 8 TO CREDIT AGREEMENT
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This Amendment No. 8 to Credit Agreement is dated as of February 20,
1997, by and among Uni-Marts, Inc. (the "Borrower"), PNC Bank, National
Association, CoreStates Bank, N.A. and The Sumitomo Bank, Limited, as the Banks,
and PNC Bank, National Association, in its capacity as agent (the "Agent") for
the Banks.
WHEREAS, the Borrower, the Banks and the Agent are parties to that
certain Credit Agreement dated as of March 1, 1993, as amended by Amendment
No. 1 to Credit Agreement dated as of March 21, 1994, Amendment No. 2 to Credit
Agreement dated as of July 1, 1994, Third Amendment to Credit Agreement dated
as of October 26, 1994, Amendment No. 4 to Credit Agreement dated as of
March 27, 1995, Amendment No. 5 to Credit Agreement dated as of December 26,
1995, Amendment No. 6 to Credit Agreement dated as of March 28, 1996, and
Amendment No. 7 to Credit Agreement dated as of December 31, 1996 (as amended,
the "Credit Agreement");
WHEREAS, capitalized terms used herein and not otherwise defined
herein shall have the same meanings given to them in the Credit Agreement; and
WHEREAS, the Borrower, the Banks and the Agent wish to amend the
Credit Agreement as herein set forth.
NOW, THEREFORE, in consideration of the premises and mutual
covenants set forth herein, the parties hereto, intending to be legally bound,
agree as follows:
1. Section 1.01 (Certain Definitions) of the Credit Agreement is
hereby amended by deleting the definition "Expiration Date" in its entirety and
inserting in lieu thereof the following:
Expiration Date shall mean, with respect to the Revolving
Credit Commitment, February 28, 1999 or such later date
determined pursuant to Section 2.10 hereof.
2. The effectiveness of this Amendment No. 8 is expressly
conditioned upon: (i) the Agent's receipt of counterparts of this Amendment
No. 8 duly executed by the Borrower and each of the Banks and (ii) the Agent's
receipt of a certificate signed by the Secretary or Assistant Secretary of the
Borrower, certifying as to all action taken by the Borrower to authorize the
execution, delivery and performance of this Amendment No. 8.
3. The Borrower hereby represents to the Agent and the Banks that
the representations and warranties of the Borrower contained in Article VI of
the Credit Agreement remain true and accurate on and as of the date hereof; the
Borrower has performed and is in compliance with all covenants contained in
Article VIII or elsewhere in the Credit Agreement; and no Event of Default or
Potential Default has occurred and is continuing.
4. The Borrower hereby agrees to reimburse the Agent and the
Banks on demand for all reasonable costs, expenses and disbursements relating
to this Amendment No. 8 which are payable by the Borrower as provided in
Sections 10.05 and 11.03 of the Credit Agreement.
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5. The Borrower, the Agent and the Banks intend and agree that,
except as provided hereinabove, the Credit Agreement shall remain in full force
and effect, without modification.
6. This Amendment shall be governed by and construed in
accordance with the internal laws of the Commonwealth of Pennsylvania without
reference to its principles of conflicts of law.
7. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original and all of which shall constitute one
and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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[SIGNATURE PAGE 1 OF 1 TO AMENDMENT NO. 8 TO CREDIT AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 8 to Credit Agreement as of the date first above written.
UNI-MARTS, INC.
By: /S/ J. XXXX XXXXXXXX
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Title: Executive Vice President
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PNC BANK, NATIONAL ASSOCIATION,
individually and as Agent
By: /S/ XXXXX X. XXXXXXXX
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Title: Vice President
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CORESTATES BANK, N.A.
By: /S/ XXXX X. XXXXXXXX
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Title: Vice President
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THE SUMITOMO BANK, LIMITED
By: /S/ XXXXXX X. XXXXX
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Title: Vice President and Manager
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By: /S/ XXXXXX X. XXXXXXXXX
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Title: Vice President
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