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HomeMy WebLinkAbout11-4909SKLAR - MARKIND By: Krista Frankina Fiore, Esquire I.D. No. 82382 102 Browning Lane Building B, Suite 1 Cherry Hill, NJ 08003 File No.: UM 110050 l ?# s C : '- F I C t:. TN 9 T F•-: T 1,:'?N 0 eri ' L' 1 CUMBERLAND CuUliT FEN SYLVA IA IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW UNI-MARTS LIQUIDATION TRUST Plaintiff No I I_ wdq evil TERM Vs. : CIVIL ACTION CS ENTERPRISES LLC, SAIMA INTERNATIONAL INC and IMRAN SHAIKH Defendant NOTICE You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 Telephone: 717-249-3166 # 0 d:2 ?O /071 41 ex# /3!03(0 AVISO Le han demandado a usted en la corte. Si usted quiere defenderse de estas demandas expuestas en las paginas siguientas, usted tiene veinte (2) dias de plazo al partir de la fecha de la demanda y la notificaion. Hace falta asentar una comparencia escrita o en persona o con un abogado y entregar a la corte en forma escrita sus defensas o sus objeciones a las demandas en contra de su persona. Sea avisado que si usted no se defiende, la corte tomara medidas y puede continuar la demanda en contra sya sin previo aviso o notificaion. Ademas, la corte puede decidir a favor del demandante y requiere que usted cumpla con todas las provisioner de esta demanda. Usted puede perder dinero o sus propiedades u otros derechos importantes para usted. LLEVE ESTA DEMANDA A UN ABOGADO INMEDIATAMENTE SI NO TIENE ABOGADO O SI NO TIENE EL DINERO SUFICIENTE DE PAGAR TAL A LA OFICINA CUY A DIRECION SE ENCUENTRA ESCRITA ABAJO PARA AVERGUAR DONDE SE PUEDE CONSEGUIR ASISTENCIA LEGAL. Cumberland County Bar Association 32 South Bedford Street Carlisle, PA 17013 Telephone: 717-249-3166 Andrew Sklar (Pa. Bar 65332) Krista Frankina Fiore (Pa. Bar 82382) 102 Browning Lane, Building B Suite 1 Cherry Hill, New Jersey 08003 Telephone: (856) 616-8710 Telecopier: (856) 616-8716 Attorney for Uni-Marts Liquidation Trust IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Uni-Marts Liquidation Trust, ) DOCKET NO. Plaintiff, ) vs. CS Enterprises, LLC, Saima International, Inc. and Imran Shaikh Defendant. COMPLAINT Plaintiff Uni-Marts Liquidation Trust ("Trust"), by its undersigned counsel, sets forth the following as its Complaint against CS Enterprises, LLC ("CS Enterprises"), Saima International, Inc. and Imran Shaikh. 1. PARTIES 1. Uni-Marts, LLC ("Uni-Marts") was a limited liability company formed in Pennsylvania with its headquarters in State College, Pennsylvania. Uni-Marts owned, leased, and operated convenience stores in Pennsylvania, New York, and Ohio. As discussed further below, the Trust was formed on May 27, 2010 pursuant to terms of the Second Amended Joint Plan of Liquidation for Uni-Marts, LLC And Its Affiliated Debtors [Docket No. 1207] (the 1 "Plan"). The Uni-Marts Liquidation Trust is located c/o KDW Restructuring and Liquidation Services, LLC, as Trustee, 101 Park Avenue, New York, New York 10178. % 2. Defendant CS Enterprises, LLC ("CS Enterprises") is a limited liability company formed in Pennsylvania with its place of business at 618 West Pine Street, Mt. Holly Springs, Pennsylvania 17065. 3. Defendant, Saima International, Inc. ("Saima") is a corporation formed in Pennsylvania with its registered address of 1958 Spring Road, Carlisle, Pennsylvania 17013. 4. Defendant Imran Shaikh ("Guarantor"), is an individual who upon information and belief resides at 863 Carlwynne Manor Apartments, Carlisle, Pennsylvania 17013-1530. II. BACKGROUND 5. On May 29, 2008 (the "Petition Date"), each of the Debtors filed with the Court their respective voluntary petitions for relief under the Bankruptcy Code commencing the above- captioned Chapter 11 cases. On May 30, 2008, the Court entered an order authorizing the joint administration of these Chapter 11 cases [Docket No. 26]. 6. On June 9, 2008, the United States Trustee for the District of Delaware appointed the Official Committee of Unsecured Creditors. No trustee or examiner has been appointed. 7. The Court confirmed the Plan by order dated December 30, 2009 (the "Confirmation Order") [Docket No. 1425]. 8. Section 2.1(mm) of the Plan defines the effective date of the Plan (the "Effective Date") as follows: "[i]f no stay of the Confirmation Order is in effect, the first Business Day after (i) the date all of the conditions precedent required under Section 1129(a) of the Bankruptcy Code to consummate this Plan have been satisfied and (ii) the Debtors have filed a notice with the Bankruptcy Court identifying the Effective Date." 2 9. Pursuant to Section 6.10(a) and the execution of the Liquidation Trust Agreement (as defined in the Plan), the Trust was formed on May 27, 2010. 10. In accordance with Section 2.1(mm) of the Plan, the Effective Date of the Plan occurred on May 28, 2010 (Docket No. 1603). 11. In accordance with Section 6.13 of the Plan, "[t]he Liquidation Trustee [to the Trust] shall be vested with, retain, and may exclusively enforce and prosecute any claims or Causes of Action that the Debtors or the Estates may have against any Person or entity...." III. JURISDICTION AND VENUE 12. This Court has jurisdiction over this adversary proceeding pursuant to 28 U.S.C. §§ 157 and 1334. 13. Venue is proper in this Court pursuant to 28 U.S.C. § 1409. IV. FACTUAL ALLEGATIONS 14. As of the Petition Date, Uni-Marts directly or indirectly operated 283 convenience stores in three states. Approximately 104 of these locations were operated by owner operators, known as dealers, who had purchased the right to operate the convenience stores from Uni- Marts. 15. Saima International, Inc. ("Saima") was one of Uni-Mart's dealers which, on December 1, 2005, entered into (i) that certain Assumption and Assignment of Lease Agreement; and (ii) that certain Assumption and Dealer and Related Agreements (together, the "Assignments") with Richard and Kyong, Inc. who leased (the "Lease") from Uni-Marts certain real property and improvements thereon for Store No. 94251 located at 424 North Baltimore Avenue, Mt. Holly Springs, Pennsylvania 17065 through and until September 29, 2017. A true and correct copy of the Assignment is attached hereto as Exhibit A. 3 16. On or about October 16, 2005, the Guarantor executed a personal guaranty agreement (the "Guarant?greement") in favor of Uni-Marts, by which Guarantor agreed to be primarily liable (as well as jointly and severally liable with Saima) for payment and performance of all obligations owed by Saima to Uni-Marts under the Lease, Fuel Supply Agreement (as defined below) and Trademark Agreement (as defined below), among other agreements. A true and correct copy of the Guaranty Agreement is attached hereto as Exhibit B. 17. On November 30, 2006, CS Enterprises became one of Uni-Marts' subdealers, by entering into a Sublease (the "Sublease") with Saima, who leased from Uni-Marts certain real property and improvements thereon for Store No. 94251 located at 424 North Baltimore Avenue, Mt. Holly Springs, Pennsylvania 17065 through and until September 29, 2017. 18. Notwithstanding the Sublease, Saima remained bound by the terms of the Lease, Fuel Supply Agreement, and the Trademark Agreement. 19. Upon signing the Sublease, CS Enterprises also entered into other certain agreements relating to the property (the "Closing Documents"). By virtue of that certain Closing Notice and Certification, dated November 30, 2006, CS Enterprises was bound and obligated to perform pursuant to the Closing Documents. A true and correct copy of the Sublease and Closing Documents are attached hereto as Exhibit C. 20. On October 23, 2006, Saima also entered into that certain Landlords Consent to Sublease (the "Consent") with Unimarts, whereby Saima and its guarantors became jointly and severally liable with CS Enterprises pursuant to the Closing Documents. (See Exhibit Q 21. By virtue of the Sublease and Closing Documents (See Exhibit C), on November 30, 2006, CS Enterprises was assigned that certain Fuel Supply Agreement (the "Fuel Supply Agreement") with Uni-Marts by which Uni-Marts agreed to sell and CS Enterprises agreed to 4 purchase certain quantities of motor fuel products, including a minimum gallon requirement of 1,188,000 gallons per year (the "Minimum Gallon Requirement"), through and until ten (10) years from July 19, 2005. A true and correct copy of the Fuel Supply Agreement is attached hereto as Exhibit D. 22. By virtue of the Sublease and Closing Documents (See Exhibit C), on November 30, 2006, CS Enterprises was assigned that certain Trademark License Agreement (the "Trademark Agreement") with Uni-Marts whereby Uni-Marts granted CS Enterprises a license to use certain trademarks and related rights in consideration for $200.00 per month, through the same term as the Lease, or until September 29, 2017. A true and correct copy of the Trademark Agreement is attached as Exhibit E. 23. On June 12, 2007, CS Enterprises unilaterally closed or abandoned Store No. 94251. 24. Accordingly, as of June 12, 2007, CS Enterprises has been in default under Sublease, Fuel Supply Agreement and Trademark Agreement and owes the Trust (i) $48,517.74 for rent plus other past due sums including, but not limited to the dealer receivables in the amount of $30,965.12 (See Exhibit F) ("Sublease Defaults"), (ii) $21,780.00 for failure to comply with the Minimum Gallon Requirement under the Fuel Supply Agreement ("Fuel Supply Agreement Defaults") and (iii) $2,200.00 for failure to pay sums due under the Trademark Agreement ("Trademark Defaults", and together with Sublease Defaults and Fuel Supply Agreement Defaults, the "Defaults").' ' On or about May 31, 2008, this Honorable Court, in the bankruptcy proceedings issued an order permitting Uni-Marts to abandon certain leases, one of which was the Lease of this subject lawsuit so that damages pursuant to the Sublease, Fuel Supply Agreement and Trademark Agreement are calculated to May 31, 2008. 5 COUNTI Breach of Contract - Defendant CS Enterprises 25. The Trust incorporates by reference each of the allegations set forth above in paragraphs 1 through and including 24 of this Complaint. 26. The Sublease was a valid, enforceable contractual obligation of Defendant CS Enterprises to Uni-Marts. 27. During the term of the Sublease, Uni-Marts performed all of its obligations under the Lease. 28. CS Enterprises' Sublease Defaults constituted a material breach of the Sublease. 29. Uni-Marts suffered damages as a result of the Sublease Defaults, and as such CS Enterprises is liable to the Trust in an amount totaling at least $79,482.86. COUNT II Breach of Contract - Defendant CS Enterprises 30. The Trust incorporates by reference each of the allegations set forth above in paragraphs 1 through and including 29 of this Complaint. 31. The Fuel Supply Agreement was a valid, enforceable contractual obligation of Defendant CS Enterprises to Uni-Marts. 32. Uni-Marts performed all of its obligations under the Fuel Supply Agreement. 33. CS Enterprises' Fuel Supply Agreement Defaults constituted a material breach of the Fuel Supply Agreement. 34. Uni-Marts suffered damages as a result of the Fuel Supply Agreement Defaults, and as such CS Enterprises is liable to the Trust in an amount totaling at least $21,780.00. COUNT III Breach of Contract - Defendant CS Enterprises 6 35. The Trust incorporates by reference each of the allegations set forth above in paragraphs 1 through and including 34 of this Complaint. 36. The Trademark Agreement was a valid, enforceable contractual obligation of Defendant CS Enterprises to Uni-Marts. 37. Uni-Marts performed all of its obligations under the Trademark Agreement. 38. CS Enterprises' Trademark Defaults constituted a material breach of the Trademark Agreement. 39. Uni-Marts suffered damages as a result of the Trademark Defaults, and as such CS Enterprises is liable to the Trust in an amount totaling at least $2,200.00. COUNT IV Breach of Contract - Defendant Saima 40. The Trust incorporates by reference each of the allegations set forth above in paragraphs 1 through and including 39 of this Complaint. 41. As a result of the breaches and defaults by CS Enterprises under the Sublease, Fuel Supply Agreement and Trademark Agreement, owes the trust for at least $103,462.86, plus its own receivables due under the Lease in the amount of $127,814.10 (See Exhibit F). 42. The Consent was a valid, enforceable contractual obligation of the Saima to Uni- Marts. 43. Pursuant to the Consent, Saima agreed to be primarily liable (as well as jointly and severally liable with CS Enterprises) to Uni-Marts for CS Enterprises' payment and performance obligations under the Sublease, Fuel Supply Agreement, and Trademark Agreement. 44. The Saima failed or refused to honor the terms of the Consent, which constituted a material breach of the agreement. 7 45. Accordingly, Saima is primarily liable, as well as jointly and severally liable with Saima, to the Trust in an amount totaling at least $103,462.86, plus its own receivables due under the Lease in the amount of $127,814.10 for a total of $231,276.96. COUNT V Breach of Guaranty Agreement - Defendant Imran Shaikh 46. The Trust incorporates by reference each of the allegations set forth above in paragraphs 1 through and including 45 of this Complaint. 47. As a result of Saima's breaches and defaults under the Lease, Fuel Supply Agreement, and Trademark Agreement, Imran Shaikh, as Guarantor, owes the Trust at least $231,276.96. 48. The Guaranty Agreement was a valid, enforceable contractual obligation of the Guarantor to Uni-Marts. 49. Pursuant to the Guaranty Agreement, the Guarantor agreed to be primarily liable (as well as jointly and severally liable with Saima) to Uni-Marts for Saima's payment and performance obligations under the Lease, Fuel Supply Agreement, and Trademark Agreement. 50. The Guarantor failed or refused to honor the terms of the Guaranty Agreement, which constituted a material breach of the agreement. 51. Accordingly, the Guarantor is primarily liable, as well as jointly and severally liable with Saima, to the Trust in an amount totaling at least $231,276.96. COUNT VI Attorneys' Fees and Costs 52. The Trust incorporates by reference each of the allegations set forth above in paragraphs 1 through and including 51 of this Complaint. 8 53. Pursuant to the Sublease, Fuel Supply Agreement, Trademark Agreement, and the Guaranty Agreement, the Trust may recover reasonable attorneys' fees and expenses incurred by the Trust as a result of the Defendants' Defaults. 54. Accordingly, the Trust is entitled to recover its reasonable attorneys' fees and costs from Defendants in an amount to be determined at trial. V. PRAYER FOR RELIEF WHEREFORE, the Trust prays for the following relief: a. On Count I, entry of judgment in favor of the Trust and against CS Enterprises in the amount of at least $72,497.74 or such other sum as is determined at trial; b. On Count II, entry of judgment in favor of the Trust and against CS Enterprises in the amount of at least $21,780.00 or such other sum as is determined at trial; C. On Count III, entry of judgment in favor of the Trust and against CS Enterprises in the amount of at least $2,200.00 or such other sum as is determined at trial; d. On Count IV, entry of judgment in favor of the Trust and against Saima in the amount of at least $231,276.96. e. On Count V, entry of judgment in favor of the Trust and against Imran Shaikh in the amount of $231,276.96. f. On Count VI, entry of judgment in favor of the Trust and against Defendants for attorneys' fees and expenses incurred in an amount to be determined at trial; and 9 g. On all Counts, that the Court award the Trust pre- and post judgment interest and provide the Trust with such other and further relief as is appropriate. Dated: June 10, 2011 SKL R -MARKIND Andrew Sklar (Pa. Bar 65332) Krista Frankina Fiore (Pa. Bar 82382) 102 Browning Lane, Building B Suite 1 Cherry Hill, New Jersey 08003 Telephone: (856) 616-8710 Telecopier: (856) 616-8716 Counsel to the Uni-Marts Liquidation Trust GACollection Placements\Unimart\94251\Uni-Marts- Complaint Store 94251 (USE THIS ONE REALLY!!).DOC 10 VERIFICATION I, Krista Frankina Fiore, Esquire, of the law firm of Sklar - Markind, hereby state and verify that my firm is counsel for Plaintiff in this action; that we have reviewed certain documents and/or other records provided to us by Plaintiff for the filing of a Complaint in this action; that a substitute Verification executed by an officer or other employee of Plaintiff will be filed as soon as same is received; and that the Complaint filed herewith is true and correct to the best of my knowledge, information and belief. The undersigned understands that the statement made therein are made subject to the penalties of 18 Pa. C.S. §4904 relating to unsworn falsifications to authorities. Date: 6 1 b /// 4, is a Frankina Fiore, Esquire File No.: UM110050 Exhibit A Site No.: 04251 Location: 424 North Baltimore Street Mt. Holly Springs, PA 17065 County: Cumberland ASSIGNMENT AND ASSUMMON OF LEASE AGREEMENT 0 'ecer'Jocr THIS ASSIGNMENT AND ASSUMPT O OF LEASE AGREEMENT (the "Assignment") made this i day ofNwm , 2005 (the "Effective pate"), by and between Richard and Kyong, Inc., a corporation located at 608 One Montgomery Plaza Norristown, PA 19401 (the "Assignor"), and Sauna International, Inc_, a Pennsylvania corporation (the "Assignee") and (the "Guarantor"). WITNESSETH: A. By lease dated (the "Lease"), (the "Landlord") leased to Assignor certain premises (the "Premises") located at and known as 424 North Baltimore Street Mt. Holly Springs, PA, 17065 and is shown on the plan attached to this Assignment as Exhibit A. [A copy of. the Lease is attached to this Assignment as Exhibit B.] B. In accordance with the desire of the parties, this Assignment is now being made to effectuate the transfer of Assagraor's interest in the Lease to Assignee, and the assumption of Assignor's obligations under the Lease by Assignee. NOW, THEREFORE, for and in consideration of the covenants and agreements set forth in this Assignment, and for other good and valuable consideration, the receipt and sufl3icieney of which are hereby acknowledged, the patties hereto, intending to be legally bound, agree as fellows: 1. Assignment. Assignor hereby assigns, transfers, sets over and conveys to Assignee all right, title and interest of Assignor ins, to and wader the Lease and the Premises. 2. Acceptance and Assumption. Assignee hereby: (a) accepts the foregoing assignment; (b) assumes all liabilities and obligations of the tenant wader the Lease (the "Obligations"); and (c) agrees that it shall perform the Obligations to and for the benefit of Landlord and shall make all payments of rent directly to Landlord in accordance with the terms of the Lease. Simultaneously with this Assignment, Guarantor shall enter into a Guaranty of the Lease for the benefit of Uni-Mart. Premises Accepted "AS IS." 44?12f2013 21 41 FAN 7 Assignee laps iatspeaW the Prat dm fidly, is dwmShiy "uahmd with the eo"tion of the Premiees, aid takes and accxpt: the Premises "As IS", 4. Co"terpub. This Assignmieat may be exeon vi in two or :gore counterparts, each of which shall be deemed an original, but all of which taken together shall coustimte ow and the same itnuumam. 5. Disdisat EtlbeL This Aasigmaeat shall inure to the bmdt o? and be binding upon, each of the parses hereto and their respective suc cesson and assigns. 6, Ends Agreement. This Assip aat and the Exhilms attached to this Assignment contain the 5nal aid entire agnmemeot of Am*w and Asftm with ttaspwct to the assigmnaat of the Lcase and are intmaded m be an integration of all prior negotiations and wtderstandings. Sarvlral. The repraeftWom warranties, covenants and agreements of the parch contained in this Assignoint shall survive the execution and dc&ary of this Assignment. a Liabilities of the Pi rties. As between the Assignor and the Assignee, the parties hereto agree that Assignor is respansible for MW and all obligations and ocxnrrORM under the Lease Agreement ftm the km matt data through And uttdl the date *f uatuar *(the bwiow and hereby agrees to iodemnify, defend, and hold Aselgna harmlads against any and ddms, actiom sad/ar lawsuiiss which may be asserted by aaotW party. IN WrMSS WH>}K MF, Assignor and Assignee have executed this Assigantent on the day and year fast above written. ASSIGNOR Ti*: 49 001 /004 RICHARD RYONG, INC_ By: Print Name: ASSIGM: 2tb SAIMA INTERNATIONAL, INC. A By: Print Name: Title: ???? x C IIS? GUARANTOR: BY, Print Name: - tf Site No, -. 0425 1 Location: 424 North Baltimore Street Mt. Holly Springs, PA 17065 County: Cumberland ASSIGNMENT AND ASSUMP'T'ION OF DEALER AND RELATED AGREEAfEM Oue?h THIS ASSIGNMENT AND AS,$TJWTI N OF DEA;!, R RELATED AGREEMENTS (the "Assignment") made this 1 day of 2005 (the "Effective Date"), by and between Richard and Kyong, Inc., a corporation located at 608 One Montgomery Plaza Norristown, PA 19401. (the "Assignor"), and Sai,ma International, Inc., a Pennsylvania corporation (the "Assignee") and (thee "New Guarantor"). WITNES&ETH: A. By Agreement dated July 19, 2005 between the Uni-Marts, LLC "Uni-Mart" and Assignor (the "Lease"), Uni Mart leases to Assignor certain premises (the "Premises") in located at and known as 424 North Baltimore Street Mt. Holly Springs, PA 17065. B. By Fuel Supply Agreement Agreement dated July 19, 2005 between Uni-Mart and Assignor ("Fuel Supply Agreement"), Uni-Mart provides certain services to Assignor at the Premises. C. By Trademark and licensing Agreement dated July 19, 2005 between Uni-Mart and Assignor ("Trademark Agreement"), Uni-Mart licenses certain rights to Assignor with respect to the Premises. D. By Roof Maintenance Agreement dated July 19, 2005 between Uri--Mart and Assignor ("Roof Maintenance Agreement"), Uni-Mart licenses certain rights to Assignor with respect to the Premises. E. By Environmental Indemnity and Service Agreement dated July 19, 2005 between Uni--Mart and Assignor ("Environmental Agreement"), Uni-Mart licenses certain rights to Assignor with respect to the Premises. F. By Collateral Deposit Agreement dated July 19, 2005 between Uni-Mart and Assignor ("Roof Maintenance Agreement'), Uni-Mart licenses certain rights to Assignor with respect to the Premises- G. The Fuel Supply Agreement, Trademark Agreement, Roof Maintenance Agreement, Environmental Agreement, and Collateral Deposit Agreements are referred to herein as the "Dealer and Related Agreements". [Copies of the aforementioned agreements are attached to this Assignment as Exhibits.] H. In accordance with the desire of the parties, this Assignment is now being made to effectuate the transfer of Assignor's interest in the Deafer and Related Agreements to Assignee, and the assumption of Assignor's obligations under the Dealer and Related Agreeme rts by Asopee. NOW, TB EREF'ORE, for and in consideration of the covenants and agreements set forth in this Assignment, and for other good and vahtable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: Assignment. Assignor hereby assigns, transfers, sets over and conveys to Assignee all right, title and interest of Assignor in, to and under the Dealer and Related Agreements. 2. Acceptance and Assumption. Assignee hereby. (a) accepts the foregoing assignment; (b) assumes all liabilities and obligations under the Dealer and Related Agreements (the "Obligations"); and (c) agrees that it shall perform the Obligations to and for the benefit of Uni-Mart and sball make all payments directly to Uai-Mart in accordance with the terms of the Dealer and Related Agreements. Simultaneously with this Assignment, Guarantor shall enter into a Grrarattty of the Dealer and Related Agreements for the bwc& of Uni-Mart. Counterparts. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shallconstitute one and the same instrument. 4. Binding Effect. This Assignment shall inure to the benefit of and be binding upon, each of the parties hereto and their respective successors and assigns. 5. Entire Agreement. This Assignment and the Exhibits attached to this A,saignment contain the final and entire agreement of Assignor and Assignee with respect to the assignment of the Dealer and Related Agreements and are intended to be an integration of all prior negotiations and understandings. 6. Survival. The representations, warranties, covenants and agreements of the parties contained in this Assignment shall survive the execution and delivery of this Assignment. 49(121VN 21 42 FAA ?5 7. Llabbities of the Parties. As between the AsdVor and the Asdgnee, the parties hereto agree that is responsible for any and all obligations and owurreness under the DieaW and Related Ag ea wwo fiam their conuawmm date through and until the date of tranafer of the business and hereby ag m to indemnify, defend, and bold Asa*m harmless against any and dahns, actions, and/or lawsuits which may be asserted by another party. iK WITNESS WHEREOF, Assignor sad Assignee haw w*wted thb AnWo meat on the day and year first above written. ASSIGNOR: RICHARD AND KYON RTC, By: fLi? C Print N _ f Title: ASSIGM: SAIMA. MEMA'TTONAL, INC. By; P,rlmt Nam; s l ? NEW GUARANTOR: By: Print Name: TAB 1 r Im 004/4C4 04/11/2013 13:12 FAX Site No.: 04251 Location: _ 424 North U More Street Mt. &14 5xWq3AAZ?W- ENVIRONMENTAL INDEMNITY AND SERVICE AOREEMENr MFI-Ua I WRTY AND SERVICE AGRREMENt (this THIS ENVIRON "Agreement'] is made as of .2005 (the "Effective Date"), by and between UNl- MARTS, LLC, a pennsylvadm li ted liability company ("Landlord"), whose address is 477 East Heaver Avenue, State College, Pennsylvania 16801-5690, and RICHARD AND KY'ONO, INC., a Pennsylvania corporation ("Tenant"), whose address is 608 One Montgomery Plaza, Norristown. PA 19401. Background pursvarn to the terms of a certain purehase and Sale Agreement dated ae of February 10, 2003 (the "P6tS Agreement"), Tenant is on this date acquldrig the bushim (but not the real pyr) which is located at the address listed above (the "Closing") In connection with such purchase, Landlord and Tenant have entered into a lease dated as of the date hereof (the "Les,se"), wherein Tenant is leasing the real property at the above address (the "Premises", being more specifically described in the Lease) in order to operate the business thereon. As an inducement to Tenant to enter into the Lease, Landlord has agreed to enter into this Agreement with Tenant. NOW, THEREFORE, in consideration of the premises and for other good and valuable conaideratiton, the receipt and suftlclency of which is hereby acknowledged, the parties hereto mutually covenant and agree as follows: @0061015 "Environmental Laws" means any present and future federal, state and local laws, statutes, ordinano4m rules, regulations and the like, as well as common law, relating to Hazardous Materials, Regulated Substances or USTs and/or the protection of human health or the eavironment, by reasop of a Release or Threatened Release of Hazardous Materials, Regulated Substwees or USTs or relating to liability for or costs of Remedlation or prevention of Releases. "Environmental Laws" includes, but is not limited to, the following statuses, as amended, any successor thereto, and any regulations rulings, orders or decrees promulgated pursuant thereto, and any state or local sta U tos, ordinances, rules, regulations and the like addressing similar issm. the Comprehensive Environmental Response, Compensation and Liability Act; the Emergency Planning and Coirtmunity Right-to-Know Act; the Hazardous Materials Transportation Act; the Resource Conservation and Recovery Act (including but not limited to Subtitle I relating to USTs); the Solid Waste Disposal Act; the Clean Water Act; the Clean Air Act; the Toxic Substanms Control Act; the Safe Drinking Water Act; the Occupational Safety and Health Act; the Federal Water Pollution Control Act; the Federal Insecticide, U437).2 19"M Form L-t 9d WdM:Te S08Z W •^DN cT19BS?LTL: *ON XUA rite CW01a; woad 04/11/2013 13:12 FAX 007/015 ftngicide and Rodenticide Act; the Endangered Species Act; the Nationat Environmental Policy Act; and the River and Harbors Appropriation Act. "Environmental Laws" also inoludes, but is rot limited to, any present and future federal, state and local laws, statutes, ordinances, rules, regulations and the like. as well as common law; conditioning transfer of property upon a negative dwAmtlon or other approval of a Governmental Authority of the environmental condition of the property; requiring notification or disclosure of Releases or other environmental condition of the Premises to any Governmental Authority or other person or entity, whether or not in oomeotion with transfor of title to or interest in property; imposing conditions or requirements relating to Hazardous Materials, Regulated Substances or USTs in connection with permits or other authorization for lawful activity; relating to nuisance, trespass or other causes of action t elated to Hazardous Materials, Regulated Substances or USTs rotating to the handling and disposal of solid or hazardous waste; and relating to wrongfal death, personal Wary, or propoM or other damage In connection with the physical condition or use of the premises by reason of the preaenee of Hazardous Materials, Regulated substances or USTs in, on, under or above the Promises. "Govermnental duthorlV' means any govern=ental authority, agency, department, commission, bureau, board, insaumentality, court.or quasi-governmental authority of the United States, the State or any political sabdivision thereof. "Haea dour Materfals" means (i) any toxic substance or hazardous waste, substance, solid waste, or related material, or any pollutant or contaminant; (ii) radon gas, asbestos in any form which Is or could become friable, urea fornWdeehydc foam insulation, transformers or odd equipment which contains dielectric fluid containing levels of polychlorinated biphenyls in access of federal, state or local safety gttidolum, whichever are more stringent, or airy pctroteum product; (iii) any substance, gas, material or chwnM which is or may be defined as or included in the definition of "hazardous substances," "toxic substances," "hazardous materials," "hazardous wastes," 'regulated substances" or words of similar import under any Environmental Laws; and (iv) any other chemical, mabrial, gas or substance the exposure to or release of which is or may be prohibited, limited or regulated by any Governmental Authority that asserts or tray assertjurisdiction over the Promises or the operations or activity at the Premises, or any chemical, material, gas or substance that does or may pose a hazard to the health and/or safety of the occupants of the premises or the owners and/or occupants of property adjacent to or surrounding the Premises. "Losess" means any and all claims, suits, liabilities (including, without Undtation, strict liabilities). actions, proceedings, obligations, debts, damages, losses„ costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, it clgments, awards, amounts paid in settlement and damages of whatever kind or nature (including, without limitation, reasonable attorneys' fees, court coats and other costs of defense), excepting, however, consequential dames. "Monitoring F4ulpment" means the Veeder Root or other monitoring system associated with the USTs. wmA&M td Wdb£:TO SOW pZ 'ARN LIL98SZ414*. 'ON XWJ XIUS TWHOIN: W081 9;/Z1r2013 15:34 FAX IQJ VV 1/VV I ?? W "O m 'rt may (ICY)C4'vtn W iw) -xvas 1?+f2?r { cxYY1 AvL ? tk*X MCIY+-, LI,C +0 -trANS4r nn? TiAP-1 rAport +o amcuY- 041 V p; , oon +d Mr. A-1'40t%, ? , 5 h ati 1?-h ? T?`?'S'? ot2ni4 0? So?? +nnv? i h?rtla?? ?rnc . Np V@rnbQlr 8 p ovti R?ct?G1?'?d tea; ? T, ;shorn 'it may (on c-e r n wit11 _th S l{+ier- !I- am 611Aihoriitnog h pos i t U wt MCiY t, U C I, t ro?nS er mud T-'AV' amount (}f Th121nt =F?\/, -tyvvsav)d dUi kav S t rP s ? deYlt of Sa k MCk I0t-Qy Y1G1-6 O O aS- 1 n ? . ?VOvt?hPtr ? , zoo ?` 04/11/2013 13:10 FAX ]FUEL SUPPLY AGREEMENT THIS AGREEMENT. made this ay of 2005 by and between UNI-MAR'T'S, LLC, a Pennsylvxnia limited liability company, with its principal place of business at 477 East Beaver Ave., State College, FA ("Seller") and IUCHAR.D AND KYONG, INC., a Pennsylvania corporation ("Buyer"), having its principal place of business at 608 One Montgomery Plaza, Norristown, PA 19401, with regard to the operating location at 424 North Baltimore Street, be, Holly Springs, PA 17065 (Hereinafter called the "Marketing Premises'). 1. produets• Quantities. Seller shall sell, and Buyer shall purchase and accept from 0001/015 Scher, such quantities of motor fuels as Buyer shall order from time to time during the terra of this Agreement for delivery at tine Marketing Premises. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the motor fuel produots covered by this Agreement in the quantities shown on the Commodity Schedule, attached hereto. If Buyer requests deliveries of motor fuels in excess of the maximum quantity set forth on the Commodity Schedule, Seller may elect to accept such requests where, in its sole discretion, Seller determines such additional quantities are available. However, Seller is in no way obligated to provide any motor fuels deliveries in excess of the maximum quantities set forth on Commodity Schedule. Any sale of motor fuels in excess of the quantities specified heroin shall be subject to the terms and conditions set forth herein. In the event that Seller is unable to furnish all of Buyer's motor fuel requirements at any time, Buyer may, during the period of Seller's inability to perform, purchase motor fuel from other sources, provided that Buyer commits no commingling or misbranding. Buyer's obligation to purchase motor fuels as provided herein may be reduced, at the sole option of the Seiler, if the undergmund storage tanks of the Marketing Premises arc repaired or replaced. 1 ?7W &VM Td WdOE!TO S WE 60 .,,ON LT496SUTLI ON ?idd xiti9 tIbwola: WM5 04/11/2013 13:11 FAX Any petroleum products purchased by Buyer from Seller (except motor Ard products specifically covered by another Agreement between Buyer and Seller), including petroleum products not listed above, shall be covered by the teams and conditions of this Agreement. Nothing herein contained shall be construed as a waiver of any law, ordinance, lease and/or agreemant prohibidng use of EXXON owned and/or EXXON-branded dispensing facilities for the storage and sale of other than EXXON-brand products. Motor fuel products, grades, trademarks and packaging shall be similar to those marketed turd used by Seller at times of deliveries with similarly branded dealers in Buyer's area, all as determined by Seller. Seller may, at any time or from time to time, change the grade, brand name, or other distim ive designation of any motor fuel product herein listed, and such motor fuel products as so ebanged shall remain subject to this Agreement. Seller shall have the right to change the fuel brand covered by this Agreeaand at any time, in which event all references to EXXON shall be deemed to refer to the new fuel brand at the time of this Agreement. 2. lam. Unless sooner terminated as hereinafter provided, the term of this Agreement 0-0021015 shall be for a period of tau (10) years from (i) the closing date of Buyer's purchase of the Marketing Premises, or 01) any re-imaging or rebranding of the Matkctuug Premises ("Re- ImagWI during Buyer's occupancy thereof, whicbcvcr is later (the "Initial Term"). The Initial Term shall autornatioaUy be extcadod until such time as Buyer has fulfilled its obligation, if any, of selling the total number of motor fuel product gallons during the Initial Term of Us Agreement as stated in the Commodity Schedule, Buyer may elect not to renew this Agreement air the initial Term by providing written notice to Seller of such election at least nlrtety (90) days prior to the end of the L'?itial Term (the "Termination Notice'}. If Seller does not receive the Termination Notice by the required date, this Agreetumt shall automatically renew for a 11-7242 wn"i WAt 2 Ed W"!TO SOW BE '^CN LTL985ZLI:L: 'ON Wet rIWU aa*018, W60 04/11/2013 13'11 FAX IM 003/015 period of ten (10) years from (i) the expiration of the Initial Term, or (ii) any Re-Imaging of the Marketing Premises during Buyer's occupancy thereof following the Initial Tenn, whichever is later (the "R04201Val Tern"). If Buyer delivers a Termination Notice to Seller during the initial Term, Seller and Buyer agree to negotiate for a period of thirty (30) days in good faith, to enter into a new Foal Supply Agree mcnt. if Seller and Buyer arc warble to reach an agreement during such period of time to thoir ttlm iml satlstacdon, then Buyer may enter into a fuel supply a emt with an unaffiliated alternative provider (the "Alternative Agreement"). Prior to Buyer executing any Altemative A,graement, however, Buyer must provide Seller with a copy of the Alternative Agreement and allow Seller an opportunity to enter into an agreement with Buyer on the same business terms as the Alternadve Agreement. Seller shall have ten (10) working days from the date of its re&* of the Alteritive Agreement to notify Buyer of its arcapta= of any such offer. If Seller does not so elect within the 10-day period, Buyer may, within a period of ten (10) working days thereafter, enter into the Alternative Agreement. As a condition to Buyer's execution of an Alternative Agreement, Buyer must sign an agreement satisfactory to Seller which inde mai$es Seiler from any environmental liability from the use and/or possible rnlsuse of the underground storage tanks by any alternative fuel supply company (and such indemnification shall be in addition to the envirorvnental indemnifications made by Buyer to Seller under the Lease Agreement between Seller and Buyer of even date herewith (tine "Lease Agreement')). 3. Prices: D "veries. The Buyer will purchase motor fuel products from the Seller as defined in the attached Commodity Sohedule. Deliveries shall be made at the Marketing Premises and shall be promptly received by Buyer. Payment tetras for each delivery uaUoz 3 O"n dalm Ed Wdi$:TO GOOZ 8Z -N 4Z49$SUT4: 'ON Xdd miua QLIti :nN: wmu 6011)Wl A:1; rd M -MARTS, LLC COMMODrrY SCHEDULE DATED,VWtV 143,)005 @013101a BUYERIENTWIUSE NAME: RICHARD AND KYONG, INC. PRODUCTS: MOTOR FURLS DELIVERY POINT, 424 NORTH BALTIMORE STREET, MT. HOLLY SPRINGS, PA. 17065 GRADES: ALL GRADES This schedule is attached to and made paft of a Fuel Supply Agreement between Buyer and Uni-Marta, LLC (the "Sollor") dated -7 2005. Quantity. The quantity of products covered by this Agreement shall be all of Buyer's motor fuel product requirements, but in no oase less than a minimum, of 1,18g,000 gallons per year and a Maximum of 1,390,000 gallons per yearl. The maximum and minimum figures shall be reviewed annually by Buyer and Seller. If, during any annual period of this Agreement, Buyer fails to purchase the minimum mnual quantity set forth in this Commodity Schedule, Buyer shall pay to Seller, within thirty (30) days of the and of such annual period, an amount determined by multiplying two cents (S.02) times the difference between the gt>&Wty of gallons actually purchased during such amual period and the miruutum annual quantity of gallons as set forth to this Commodity schedule. 2. Delivery. The Delivery shall be complete on the unloading of the transport truck at the Buyer's Marketing FreMises_ I Oxt0nded, if f K 82] ege number is filled in bellow. Buyer agrees that the Iaidal Term of the Fuel Supply Agresrnaar shall be necessary, until Huger has sold the fallowft total nuMber of motor 16el product sallom at the Marketing Premises: gallons Td Wd£Z:TO SOW 60 '^ON LTL98SUTL: 'ON "A Albg ad*018' W084 04/11/2013 13:15 FAX C?j014/015 ?v 3. E>k&. The ponce to be paid by Buyer per gallon shall be Seller's tank wagon prica, (the "Delivered price', which Is defined as: (1) EXXON Rack price for the closest terneinal that offers the best price as quoted through DTNergy (or similar data service providst), (2) 4VHCab14 taxes, (3) reasonable hauling charges, which shall not exaaed Seller's actual hauling charges, (4) split load charges (if applicable), (5) delivery surcharges for Sunday and holiday deliveries, (6) any applicable state Suporfund charges, (7) delivwy surcharge for Increased fuel cost to hauling company (if applicable), and (1) two cents per gallon. Invoice from Seller to Buyer will set forth the gallons dcliverod multiplied by the Delivered Price, plus the applicable BFT bank foes (the "Invoice Amount'). 4. Credit Cards. All credit card purchases will be directly credited to sailer by EXXON. Seller will credit Buyer's account by electronic fhnd transfer ("EFT") into the provided battle accouaL 5. jMAL Buyer will deposit with Seller a S25sOOp Collateral Deposit in accordance with terms of the attached Collateral Deposit Agreement. 6. Payment Terms. The Buyer will pay 1006% of the Invoice Amount, less credit card receipts by Seller for transactions with Buyer through the day before the applicable dals of delivery, by EFT from Buyer's provided bank account one day after delivery date for deliveries made on normal business days (Monday through Thursday). For deliveries made on Friday, Saturday, Sunday or a legal holiday, Buyer will pay 95% of the estimated Invoice Amount, less credit cud receipts by Seller for transactions with Buyer through Thuvd&y, by EFT on l riday, with the retraining balance EFT'd on the next business day. The EFT will be initiated by the Seller for the total amount due from the Buyer's bards account_ . Buyer is responsible for all bank fees associated with the EFT. ed WdEZ ; TO SOM Bi~ ' rvQN L T L9BSZL TL : 'ON Xtid N I W CIV4*0I N : W021d 04/11/2013 13:15 FAX e la 015/015 7. Rent Credit. From time to time Seller may receive, a cash payment term discount from certain oil eotnpanics and/or distribution companies which supply motor fuel products to Seller (the "Cash Payment DSsoourWD. Buyer and Seller acknowledge that they have both also entered into a Lease or Sublease permitting Buyer to occupy the Marketing Premises (the "Property L,casC"). Seller agrees to provide a credit equal to any such Cash Payment Discount to Boyer in the form of a credit toward Buyer's immediatoly succeeding monthly rent obligation under the Property Lease. Any such credit will be accounted for and delivered to Buyer in the form of a notice of credit against the next monthly rent insWimeat due to Seller. In the event that Seller is no longer the landlord at the Marketing Premises, Seller will provide a credit to Buyer on the immediately succeeding Invoioe Amount hereunder. IN WITNESS WHEREOF, the parties hereto have executed this Commodity Schedule on the date provided above. UNi-MA r5, LLC By. Its: RICHARD AND KYONG, INC. By. f Its: By: Its: ""Ms urns ra WdbZ:TO SM 8Z '^ON 4TZ9U=04: 'ON XdJ NI C8bH?Ia: WO84 04/11/2013 13:13 FAk Site No.: 04 91 Location: _ 424 North ._BSW b=t Ut HOW Soft" P 17065 Co Cumberlan COLLATERAL DEPOSIT AGREEMENT 006/015 l'OR AND IN CONSIDERATION of the mutual benefits accruing and expected to amrva hereunder, UAII-MARTS, L.LC of 477 East Seaver Ave., State College, PA ("Seller") and RICHARD AND KYONG, INC., having a place of business at 608 One Montgomery Plaza, Norristown, PA 19401 ("Buyer'), intending to be legally bound, hereby agree as follows: BACKGROV-h 1. Seller sod Buyer arc parties to a Fuel Supply Agreement of even date herewith C' Agreement"), which provides, in part, for the purchase and sale of motor fuel products. 2. Buyer's obligation to pay for motor firel products purchased frorn Seller are to be secured by cidw a Cash Deposit or an irrevocable Letter of Credit as defined herein (the "Collawaal Deposit") in accordance with the terms of the Agreement. 3. The purpose of this Collateral Deposit Agreement is to set forth the terms and conditions of such Collateral Deposit. 1- Buyer has undertaken, and intends to undertake certain and varied financial obligations to the Seiler, whereby Buyer will become indebted to Seller from time W time for or on account of the purchase of motor fuel products. 2. In order to mum the prompt and full payment of such indebtedness in accordancc with the Agreement, Buyer has deposited with Seller a cash deposit In the amount of $25,000 ("Cash Deposif I at or before signing of the Agreement. In lieu of the Cash Deposit, Buyer may, as its option, provide Seller with an Irrevocable Letter of Credit under terms satisfactory to Seller (the "TLC) and for the benefit of Seller equal to twice the amount of the Cosh Deposit at or before signing of the AgMMent. Seller in its sole discretion may require the Cash Deposit, or the amount of rite II,C, to be irtcreased or decreased during the tern of this Agreement due to price fluctuations of motor fuel products. Buyer agrees to fund the additional Cash Deposit or iz:crease/decroaae the amount of the EX within fifteen (15) business days of Seller's written notice to Buyer of any such request. 3. Buyer shall pay to Sailer any indebtedness whatsoever', which Buyer owes to Seller, by reason of &M obligation now or heretuafter tindettaken by Buyer in favor of Seller under rho Agreement Td WdM:S0 SOW BE •^ON 4%98044.: 'Chi Xul >um aMHDIa: WC18J 04/11/2013 13:13 FAX ®008/015 4. The Collateral Deposit shall be held by the Seller as one general continuing collateral secwiity for the discharge aW payment of all or any part of any present, past or Mture obligation, indebtedness or liability of the Buyer to the Seller under the Agreement. 5. Buyer hereby authorlm Seller to apply the Collateral Deposit to payment of any obligation, indebtedness, liability or tax outstutding of Buyer to Seller, or for which Seller may become liable at any time during, or at the end of, the relationship between Buyer and Seller. 6. SelW shall be the sole determiner of disposition of the Collateral Deposit, Sailer' a disposition of the Collateral Deposit shall not release Buyer from any obligation in Buyer's contractual relationship with Seller. If Buyer shall be in default at any time of requirements set forth/ in the Agm=wnt. Seller shall have the right, in addition to any other remedy, to correct said default and deduct any cost or expeM therewith from the Collateral Deposit. Itnmedistely upon the application of such amount by Seller, Buyer shall pay to Seller an amount equal to that portion so applied so as to restore the Collateral Deposit to the amount sot forth above. 7. At the end of the Agreement, including payment of all ittdebtedncw and liabilities due or payable to Sailer by Buyer, Seller shall rCt n to Buyer any Collateral Deposit funds or uaapplied balance thereof, unless a new Agreement is signed by both parties, rN WITNESS REO ,the parties have agreed to the terms of this Collateral Deposit Agreement on this y a Y Zoos, M ZzLm-.? By. Its: haasli RICHARD AND KYONG, INC. By: Its: i r?_n?d.?. dam BY: Its. Zd Wd9Z:10 SOW SE '-N ttL98SZLTL: ON M-1 Nltiti adiFOIa: WOW 04/11/2013 13:11 FAX Site No.: 04251 Location: 424 North 11altiMonenne S=4 Mt. Holly 32dWs. PA 17065 County: Crmmbodod TRADEMARK LICENSE: AGREEMENT 004/015 ATrademr Ljcense Agreement ("Agreement") is made and entered Into as of the day of Y , 2005, by and between RICHARD AND KYONCa, INC,, a Pennsylvania corporation whose business address is 608 One Montgomery Plaza, Norristown, PA 19401 ("Purchaser") and Uni-Marts, LLC, a Pennsylvania limited liability company with its principal place of business located at 477 East Beaver Avenue, State College, Pennsylvania 16801-5690 ("Uni-Marts'). Purchaser acknowledges and agrees that this Agreement Is conditioned upon, and shall not be effective until, the dosing of the transactions under that certain Purchase and Sale Agreement and Lease or Sublease ("Lease*) by and between Uni-Marts and Purchaser (the "Closing"). Now, therefore, Unt-Marts and Purchaser, Intending to be legally bound hereby, agree as fiol lows: 1. DefinWns _ As used herein, "Marks" means the "Uni-Marts" and "Choice Cigarette Discount Outlet" names, logos and certain related trade names, trademarks and logotypes as identified by UnFMarts in writing from time to time: "Know-How" means certain proprietary approaches, initiatives, methods, procedures, processes, conc "U, materials, trade secrsts, and know-how of Uni-Marts with respect to operation of convenience stores; and, "Documentation" means the Specifications (as defined herein) and all other instructions, manuals, diagrams and other materials, In whatever medium or format, pertalntng to the Marks, Know How and/or the use thereof. 2. Trademark W-mle. From and after the Closing, Uni-Marts hereby grants Purchaser a non-exclusive, non transferable, limited license, without the right to sublicense, to use the Marks, the Know-How and the Documentotion solely in connection with the operation of the faoilities identified above (the "Faciiitiss") and not in connection with any other business or facility or for any other purpose whatsoever (the "Trademark License"). Purchaser may not sell, lease, assign, sublicense or otherwise transfer, in whole or in part, this Agreement, the Trademark License, the Marks, the Know How, the Documentation or any other Uni-Marts-provided materials, or any licenses or rights granted hereunder without the express wriften oonsont of Uni-Marts, which consent shall not be unreasonably withheld (but in determining whether to grant such consent, Uni-Marts may consider the financial condition, reputation and character of the proposed transferee. and Its contemplated use of the Facilities). 3. Obligations ser. (IMIS.1 "7A3 bd WdZ£:TO SOW 6Z 'MON LTL98GUTL: 'ON VdA Nime Q211:11-IOIN: WMIJ 04/11/2013 13:12 FAX 005/015 a. In addition to Its other obligations act forth herein, during the term of this Agreement, Purchaser shall do each of the foikWng: i. use the Marks and the Know-How In strict compliance with all current standards, specifications and procedures of Unl-Marts (the "$peciflcations"), together with such future modifloations to the Spedfloations as are necessary or desirable for Uni-MaKs' business purposes and provided in advance to Purchaser; IL advertise and promote the Facilities only under the Marks and without any accompanying words or symbols except as approved by Unl-Marts in writing; lii_ impose on all signs, advertising and other materials using or incorporating the Marks prepared by or for Purchaser, other than by Uni-Marts (the "Purchaser-Prepared Materials'), the symbol a or "Ymw, as the case may be, and cause all such Purchaser-Prepared Materials to use and reproduce the Marks accurately and exactly, In a manner which will best protect Uni-Marts' rights In the Marks; and tv. in all public reoords and in its relationship with other persons, and on its letterhead and business forms, clearly indicate its independent ownership and operation of the Faollides. b. Purchaser shall not at any time., 1. adopt a corporate or other fictitious entity name incorporating, in whole or in part, any of the Marks; U. lend Its name or use any of the Marks, Know-How or Documentation to endorse the products or services of any third parties; Ill. represent or hold itself out as an agent, legal representative, partner, subsidiary, joint venturer, associate, atflilate or employee of Uni-Marts; or, iv. operate the Facilites In s way that is damaging to Uni-Marks; that causes any throat or danger to public health or safety; that would tend to bring Uni- Marts or the Marks, Know-How or Documentation into public disrepute, contempt, scandal or ridicule, that would tend to insult or offend the community in which such FacUltles are located, or any group or class thereof; or, that would or might adversely affect the retetionshlp between Uni-Marts and its customers and/or Purchasers. C. Unl.Marts shall have the right to enter into and inspect the Facilities, with or without notice, during Purchaser's normal business hours, for the purpose of ascertaining Purchaser's compliance with the terms of this Section 3. f16JINJAWIN .2. Sd wdM :To seas C •^&R 4Z498sZLTL: ON XbA HIdH ab"-Old: WOad 04/11/2013 13:14 FAX Site No.: 042 51 Location: 424 o& Baltlm? ML Holly Syclom PA 17065 County CumberlMd ROOF MAINTENANCE AGREEMENT 100101015 ROOF IvtA1NTENANCE AGREEMENT (this "Agreement") is made as of 2005 (the "Effective Date-), by and between UM-MARTS, LLC, a P lvsnia limited liability company ('Landlord"), whose address is 477 East Beaver Avenue, State College, Pennsylvania 16801-5690, and RICHARD AND KYONQ. INC., a Pennsylvania corporation ("Tcnnnt"), whose address is 60$ One Montgomery Plaza, Nouistown, PA 19401. Background Pursaamt to the turns of a certain Purchase and Sale Agreement dazed as of 7ebruaty 10, 2405 (the "P&S Agroeun aW ), Tenant is on this dab acquiring the business (but not the real property) which is located at the address listed above (the "Closing"). In eonnocdon with such pwchase. Landlord and Tenant have entered into a lease dated as of the data hereof (the "Lease"), wherein Tenant is leasing the real property at the above address (the "Promises", being, more specifically described in the Lease) in order to operate the business thereon, As used in this Agreement, the term "Other Transaction Documents" means the P&S Agreement, Leesa, Bill of Sale, Environmental indemnity and Service Agreement, Supply Agreemrait, Trademark and License Agreement and any other documents (other than this A.greemsnt) executed and delivered by Landlord =&or 'r'eliant in connection with the Closing. Any terms used herein but not otherwise defined have the weaning set forth in the Lease, As an inducement to Tenant to enter into the Lease, Landlord has agreed to enter into this Agreement with Tenant. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hercto mutually covenant and agree as follows: 1. Notwithstanding anythiAg to the contrary contained in the Other Transaction Documents, including the Lease, Landlord shall repair, replace and restore the roof structure and roof covering on the building at the premises as needed during the Lease Tim; provided, however, that in the event that any such work is necessitated by (a) the performance or existence of any alterations by Tenant, (b) any unreasonable delay in notice by Tenant to Landlord of the 110ed for any Sikh wor14 or (o) any 94 otnisslon, misuse, or neglect of Tenant or breach of the Le Nmespitated = by Tenant (collectively, "Tcmt and xpenses that Landlord incura In order tperformte ash to reimburse Landlord f one,4...as £d WdLZ :10 S00z ez -AN LtL9a92L1:4 : 'ON XdJ -? >1 1 tiff CIMH:? 18: W08d 04/11/2013 13:14 FAX Tenant Necessitated Repairs, and such reimbursement shall be paid in fall within five (5) days after Landlord's delivery of demand therefor. Landlord agrees to commence any repairs, replacements or restoration described in this Section within a reasonable period of time after receiving from Tenant written notice of the need for such work. Failure by Tenant to reimburse Landlord for the cost of Tenant Necessitated Repairs shall constitute a breach of the Lem, 2_ In the event of & conflict between the foregoing provisions of this Agreement and the Other Transaction Documents, this Agreement shall prevail. 3. Amy prevention, delay or stoppage due to strikes, lockouts, acts of Clod, enemy or hostile govermnental action, Civil commotion, fire or other casualty beyond the control of the party obligated to perform shall excuse the performance by such party for a period equal to any such prevention, delay or stoppage. 4. The obligations ofLandlord under this Agreement are not binding upon successors and assigns of Landlord and shall be terminated in the event that Landlord shall oease to bo landlord under the Leasc. In such event, 't'enant shall assume responsibility for work described in section 1 irk aecordmes with the terms of the Lease. Im01IN15 5. Tenant acknowledges that this Agreement was substantially negotiated in the Coturnonwealth of Pennsylvania, this Agreement was executed by Landlord and delivered by Landlord and Tenant is the Commonwealth of Pennsylvania, and there are substandal contacts between the parties and the transactions contemplated herein and the Commonwealth of Pennsylvania. For purposes of any action or proceeding arising out of this Agreement, the parties hereto expressly submit to the jurisdiction of all federal and state courts located in the Commonwealth of Pennsylvania. This Agreement shall be governed by and oonstrued in secordance with the Internal laws of the Comatoawealth of Pennsylvania, without regard to principles of conflict of law. 6. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. 7. LANDLORD AND TENANT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIQJrIT EITHER MAY HAVE TO A TRIAL BY JURY WrM RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR ITS SUCCESSORS WriTU RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANTS USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INXRY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. THIS WAIVER BY THE PARTIES HERETO OF ANY RIGH'T' EPTHER MAY HAVE TO A TRIAL BY AMY HAS BEEN NEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. FURTHERMORE, TENANT HEREBY KNOWINGLY, VOLUNTARILY AND INT%MONALLY WAIVES THE I U014T IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES FROM LANDLORD OR ANY OF LANDLORD'S AFFILIA'T'ES, OFFICERS, DIRECTORS, MANAGERS OR EMPLOYEEg OR ANY OF THEIR SUCCESSORS WITH, ,0"" &M." bd Wdea:TO SOW 88 '^QN LTL98SZLT4: 'ON XU-1 NItiH aWHOItl: W08i 04/11/2013 13:14 FAX 012/013 RESPECT TQ ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY TENANT AGAINST LANDLORD OR ANY OF LANDLORD'S AFFILIATES, OFFICEILS, DIREJCTORS, MANAGERS OR EMPLOYEES OR ANY OF THEIR SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENT CON WLATED HEREIN OR RELATED HERETO. THE WAIVER BY TENANT OF ANY RIGHT IT MAY HAVE TO SEEK PUMTIVE, CQNSEQUBNTIAL, SPECIAL AND INDIRECT DAMAGES HAS BEEN NEGOTIATED BY THE PARTIES HERETO AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. IN WITNESS WHEREOF, Landlord and Tenant have cntarcd into this Agreement as of the date fast abovo writtaa, LANDLORD UNI-MARTS, LLC, a Pennsylvania limited liability company By, Name Title: Mager TENANT RICHARD AND KYONG, INC., a Pennsylvania corporation By., sl-- k- Name Ba% Titlc: - Y Yn By=ir•/? Name Title: Sd bk*301-:TO SOM W .^oh1 4T49SSa4ita 'ON XUA rIVU QWHOIN: WOLF Exhibit 6 Exhibit "C" New Guaranty Site No.; 04251 Location: 424 North Baltimore Street Mt. Holly Springs, PA 17065 County: Cumberland GUARANTY LDEFINITIONS. The following terms shall have the meanings indicated: a. "Agreements" means (i) the Consent to Assignment Agreement dated as of October, 2005 by aad between Creditor, Guarantor, Original Principal Debtor and Principal, and (ii) the Fuel Supply Agreement between Creditor and Original Principal Debtor for the sale of certain quantities of motor fuel products, the Trademark License Agreement between Creditor and Original Principal Debtor for the license of certain intellectual propea?ty I hts, the Lease or Sublease between Creditor and Original Principal Debtor, each dated ILL Lj 200, E which Agreements are being assigned by Original Principal Debtor to, and assumbd by, Principal Debtor on the date hereof and (iii) the Note, and (iv) any other agreements to which Creditor and Principal may be party, now or in the future and from time to time; b. "Creditor" means Uni-Marts, L.LrC, a Pennsylvania limited !lability company, located at 477 East Beaver Avenue, State College, PA, and its successors and assigns; C. "Guarantor" means 1 m r-a h ?h tC located at and his or its heirs, successors and assigns; d. "Note" means that certain P i ogNote and Security Agreement between Creditor and Principal Debtor, dated o 31 ;0:5,2005 e. "Obligations" means all liabilities and obligations ofthe Principal Debtor to Creditor pursuant to the Agreements; f. "Original Principal Debtor'' means Richard and Kyong, Inc. ; g. "Principal Debtor" means Saima International, Inc., located at 350 North Main Street, and his or its heirs, successors and assigns; and h. "Professional Fees and Costs" means reasonable fees and costs of attorneys, appraisers, accountants, consultants and other professionals. 2. Guarantor represents it is an affiliate of Principal Debtor and shall benefit tom the Agreements. Guarantor acknowledges that Creditor is timing into the Agreements in reliance upon this Guaranty. 3. Guarantor hereby irrevocably and unconditionally guaranties and becomes surety to Creditor for the due and prompt payment and performance of all Obligations under the Agreements. If any such Obligations are not paid and/or performed by Principal Debtor when due, Guarantor shall, upon Creditor's demand, immediately pay and/or perform su& Obligations or cause the same to be paid and performed. Guarantor agrees that Creditor may apply any payment to Creditor with respect to or on account of the Obligations in such order as Creditor may elect. Guarantor shall pay to Creditor, upon demand, all costs and expenses incurred in connection with the enforcement and collection of the Obligations, whether or not suit is instituted, and whether or not bankruptcy or insolvency proceedings have been instituted by or against Principal Debtor or Guarantor, including, without limitation, Professional Pees and Costs. This Guaranty constitutes a guaranty of payment and performance and not of collectibility. 4. Guarantor waives notice of the acceptance hereof and reliance hereon, of the present existence or fi ture incurring of any of the Obligations and of any defaults thereon. Guarantor further waives presentation, demand, notice of demand, and notice of non-payment, and agrees that its liability under this Guaranty shall be absolute and continuing, without regard to the liability of any other party. Any failure of Creditor to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any right at any other time. S. Guarantor's liability shall be primary and joint and several with that of Principal Debtor. Creditor may proceed against Guarantor under this Guaranty without initiating or exhausting any other remedy against Principal Debtor or resorting to any other security held by Creditor, and may proceed against Principal Debtor and Guarantor separately or concurrently. Guarantor hereby waives any right to require any prior enforcement of any right or remedy against any persons or property, and agrees that any delay in enforcing or failure to enforce any such rights or remedies shall in no way affect the liability of Guarantor hereunder, even if such rights are thereby lost. 6. THIS SECTION SETS FORTH A WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST GUARANTOR. GUARANTOR IRREVOCABLY AUTHORIZES AND EMPOWERS THE PROTHONOTARY AND CLERK OR ANY ATTORNEY OF ANY COURT OF RECORD, UPON THE OCCURRENCE OF ANY DEFAULT BY GUARANTOR HEREUNDER, TO APPEAR FOR AND CONFESS JUDGMENT AGAINST GUARANTOR FOR SUCH SUMS AS ARE DUE AND/OR MAY BECOME DUE UNDER THIS GUARANTY, WITHOUT STAY OF EXECU'T'ION AND WITH AN ATTORNEY'S COLLECTION FEE OF FIVE PERCENT (5`/0) OF THE AMOUNT DUE (BUT NOT LESS THAN Wt000.00)? WHICH IS REASONABLE AS AN ATTORNEY'S FEE. TO THE EXTENT PI'R1VIIT1'ED BY LAW, GUARANTOR RELEASES ALL ERRORS IN SUCH PROCElEDING& IF A VERIFIED COPY OF THIS GUARANTY IS FILED, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL GUARANTY. THE AUTHORITY AND POWER TO APPEAR FOR AND CONFESS JUDGMENT AGAINST PRINCIPAL DEBTOR SHALL NOT BE E?CSAUSTIED BY THE INITIAL EXERCISE THEREOF AND MAY BE CONFESSED AS OFTEN AS ANY DEFAULT OCCURS HEREUNDER. SUCH AUTHORITY MAY BE EXERCISED DURING OR R9 m. t 11/3W -1 AFTER THE EXPIRATION OF TSE AGREEMENTS AND/OR DURING OR AFTER THE EXPIRATIION OF ANY EXTENDED OR RENEWAL TERM. 7. Guarantor agrees that its liabilities and obligations hereunder shall not be altered, diminished or affected by any bankruptcy or insolvency of Principal Debtor. Without limiting the generality of the foregoing, Guarantor agrees that its liabilities and obligations skull not be altered, diminished or affected by (a) rejections or disa?irmance of any Agreement pursuant to any bankruptcy or insolvency law, or (b) by the operation of any provision of any bankruptcy or insolvency law which may limit Creditor's claims for damages with respect to the Agreements. If acceleration of the time for payment of any amount by Principal Debtor under any Agreement is stayed by reason of any bankruptcy proceedings with respect to Principal Debtor, the full accelerated amount shalt nevertheless be payable by Guarantor immediately upon demand by Creditor. 8. GUARANTOR IItREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDINGS TO ENFORCE, OR OTHERWISE RELATING TO, THIS GUARANTY. 9. This Guaranty embodies the whole agreement and understanding of the parties relative to the subject matter hereof No modification of any provisions hereof shalt be enforceable unless in writing and executed by Guarantor and approved and acknowledged by Creditor. 10. This Guaranty is binding upon Guarantor, his or its heirs, successors and assigns, and shall inure to the benefit of Creditor, its successors and assigns. 11. All issues arising hereunder shall be governed by the laws of the Commonwealth of Pennsylvania, without reference to conflicts of law principles. Guarantor consents to submit to the personal jurisdiction of any Federal court located in the Commonwealth of Pennsylvania or any Pennsylvania state Court. GU tlo?-`?,. sy: I Dated: IZI?'?S 1A9MA ill7M -1 GUARANTOR'S ACKNO AND WAIVERS WITS RESPECT TO CONFESSION OF JUDGMENT Guarantor acknowledges that the warrant of attorney to confess judgment contained in the Guaranty to which this Waiver is attached permits Creditor to enter judgment by confession against Guarantor, without prior notice and without prior hearing. By signing the Guaranty containing the confession of judgment clause, Guarantor understands that it is waiving the right to any notice and hearing prior to the entry of a judgment by confession. GUARANTOR NEVERTHELESS KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY CHOOSES TO SIGN THE GUARANTY, WITH THE INT'EN'TION TO GIVE UP, WAIVE, RELINQUISH, AND ABANDON ITS RIGHTS TO PRIOR NOTICE AND A HEARING UNDER THE CONSTITUTION OF TIM UNITED STATES, THE CONSTITUTION OF THE COMMONWEALTH OF PENNSYLVANIA AND ALL OTHER APPLICABLE STATE AND FEDERAL LAWS. Guarantor has been represented by counsel in connection with the execution of the Guaranty and this Waiver, and counsel has explained to Guarantor the meaning and effect of the confession of judgment provisions in the (Guaranty, and the contents of this Waiver. Guarantor has received a copy of this Waiver at the time of signing. GU OR $y, 1 rVI fZ -N S 'r k. ??- Dated: 1- - d I (? 099210.1 1 VM3 -2 Exhibit C #94251- 2 LANDLORDS CONSENT TO SUBLEASE UNI-MARTS, INC., now recognized as UNI-MARTS, LLC., a Pennsylvania limited liability company having its offices at 477 E. Beaver Avenue. State College, Pennsylvania. 16801 (hereinafter known as "LESSEE" and / or "SUB LESSOR") has leased a certain property known as Uni-Mart # 94251 located in Mount Holes Springs, Pennsylvania (herein after known as the "PREMISES") pursuant to the Lease Agreement dated October 1. 1988 as amended (hereinafter known as the "MASTER LEASE AGREEMENT") with DONALD E. SLIKE AND Rose M. Slike later assigned to CHRISTOPHER SLIKE and LISA BROWNING (hereinafter known as "LESSOR") LESSEE desires to provide consent to AIJAZ SHAIKH dba SAIMA INTERNATIONAL. LLC (hereinafter known as "SUBLESSEE") to sublease the PREMISES to CS ENTERPRISES. LLC., (hereinafter known as "NEW SUBLESSEE") pursuant to the SUBLEASE AGREEMENT made July 19, 2005, previously provided to LESSOR. The MASTER LEASE AGREEMENT requires LESSOR'S consent to any sublease agreement, which the consent of LESSOR has agreed to give, subject to and on the terms and conditions hereafter set forth. (1) The Consent to sublet granted herein is only for the party listed in this agreement and no others. This Consent may not be sold, transferred, or assigned to any other party. (2) The terms, covenants, and conditions of the MASTER LEASE AGREEMENT have not been amended and shall remain in full force, and effect, unchanged by this Consent. (3) LESSOR has no knowledge of any default by SUBLESSOR under the MASTER LEASE AGREEMENT. SUBLESSOR has no knowledge of any default by LESSOR under the MASTER LEASE AGREEMENT. (4) SUBLESSOR, SUBLESSEE, and NEW SUBLESSEE, upon execution of this Consent, shall have and shall pay and perform, jointly and severally, all obligations, terms, covenants, and conditions of the MASTER LEASE AGREEMENT. SUBLESSOR acknowledges that it has provided a copy of the MASTER LEASE AGREEMENT to SUBLESSEE and NEW SUBLESSEE, whom have been given the opportunity to review all the provisions thereof. (5) This Consent or any other agreement shall not lessen SUBLESSOR'S performance, obligation, or responsibility to LESSOR as defined in the MASTER LEASE AGREEMENT. SUBLESSOR shall NOT be relieved or released of any liabilities of the MASTER LEASE AGREEMENT and shall remain fully liable for the payment and performance of all of the obligations, terms, covenants, and conditions of the MASTER LEASE AGREEMENT. (6) SUBLESSOR shall give LESSOR written notice of the effective date of the Sublease. SUBLESSOR shall notify LESSOR in writing should SUBLESSEE or NEW SUBLESSEE default under the Sublease or anytime should the sublease become null and void. (7) SUBLESSOR agrees that any modification, change or amendment to the SUBLEASE must first be approved by LESSOR in writing, which approval shall not be reasonably be withheld. Any additions, modifications, or changes of the SUBLEASE made on August 03, 2005 that will executed between SUBLESSEE and NEW SUBLESSEE will be attached to this consent agreement as "Exhibit A". (8) As required under the MASTER LEASE AGREEMENT, SUBLESSOR shall pay to LESSOR one-half (1/2) of all excess rental fees (as defined below) received by SUBLESSOR from all parties, including without limitation, from SUBLESSEE or NEW SUBLESSEE, while the premised is leased by the SUBLESSEE or NEW SUBLESSEE. As used in this agreement, the term "Excess Rental Fees" shall be defined as all rental fees received by SUBLESSOR attributable to the premises, minus the rental fee in effect on the date hereof under the MASTER LEASE AGREEMENT. A copy of all executed documents shall be provided to LESSOR. (9) During the month of September 2015, LESSOR and SUBLESSOR shall meet in person and discuss an extension, renewal, revision, or other continuation of the MASTER LEASE AGREEMENT. In the event that each party desires to continue their business relationship, both parties shall use their best efforts to enter into a binding lease agreement mutually agreeable to the parties on or before April 1, 2016. (10) Recognizing that the parties will act in reliance thereon, LESSOR represents and warrants to SUBLESSOR, SUBLESSEE, and NEW SUBLESSEE that LESSOR is authorized to execute and deliver this instrument without consent of any other party, or that all other necessary consents have been obtained. n? WITNESS the signatures and seals of LESSOR and SUBLESSOR as of this 7,3 day in ©c"K , 2006; LESSOR: Witness: Witness: LESSEE / SUBLESSOR: UNI-MARTS, LLC Witness: Byr Na i s pher S ike Title: By: zt? Nam : Lisa Browning Title: SUBLESSEE : SAIMA INTERNATIONAL, LLC Witness: IG"' By: Name: Aijaz Shaikh Title: 1'iC?SfO?N? EXHIBIT "A" Any Sublease Amendments between Sublessee and New Sublessee - attached. Site No.: 94251 424 N. Baltimore St Mt. Holly Springs, Pa. 17065 Dealer: SAIMA INTERNATIONAL, INC. Subdealer: CS ENTERPRISES, LLC. CLOSING NOTICE AND CERTIFICATION THIS CLOSING NOTICE AND CERTIFICATION (the "Notice") is made as of the _ day of h[Okk9af . 2006, by SAIMA INTERNATIONAL, a Pennsylvania corporation (the "Dealer") and CS ENTERPRISES, a Pennsylvania limited liability company (the "Subdealer") to the benefit of UNI-MARTS, LLC ("Uni-Marts") WITNESSETH: Dealer and Uni-Marts are parties to an Agreement dated May 23, 2006 (the "Agreement") pursuant to which the parties agreed to cooperate in proposed Subdealerizations of one or more Properties operated by Dealer. Capitalized terms used herein but not defined shall have the meanings given in the Agreement. On this date, Dealer and Subdealer are consummating the Subdealerization of the Property identified above (the "94251 Subdealerization"). This Notice is being delivered pursuant to Subsections3(b)(i) and 3(b)(iii) of the Agreement. NOW, THEREFORE, in order to induce Uni-Marts to consent to the 94251 Subdealerization, and understanding that Uni-Marts will rely upon this Notice in so doing: 1. Dealer and Subdealer hereby confirm to Uni-Marts that closing on the 94251 Subdealerization has occurred, effective as of the date hereof; and 2. Subdealer hereby agrees that, from and after the date hereof, it shall be bound by and shall comply with all terms and provisions of the Dealer Agreements, including the Lease, during the term of the 94251 Subdealerization; 3. Dealer and Subdealer represent and warrant to Uni-Marts that Subdealer has all permits and/or approvals necessary to operate the Business, and that Dealer has complied with all notice and consent requirements, if any, imposed by Dealer's lenders, if any, with respect to the 94251 Subdealerization. Nothing contained herein shall be deemed to modify any provision of the Dealer Agreements, all of which remain in full force and effect. Dealer acknowledges that Dealer remains primarily responsible for all obligations to Uni-Marts under the Dealer Agreements, including all payment obligations arising thereunder. Subdealer acknowledges that Uni-Marts 942934.1 1(V3(IRX shall not be required to obtain Subdealer consent in connection with any future modification or termination of the Dealer Agreements by Uni-Marts. This Notice shall inure to the benefit of Uni-Marts, its successors and assigns, and shall be binding upon Dealer, Subdealer and their successors and assigns. IN WITNESS WHEREOF, and intending to be legally bound hereby, Seller has executed this Certificate the day and year first above written. DEALER: SAIMA INTERNATIONAL, a Pennsylvania corporation By: Name: Thy - S#Xlkg Title: PR"1-'9&t17- SUBDEALER: CS ENTERPRISES, LLC, a Pennsylvania limited liability company By: a" Name: Corb,j 61og 1j Title: Pr.,.? ; tl t? 942934.1 IId3Ib416 -?- Site No.: 94251 424 N. Baltimore St Mt. Holly Springs, Pa. 17065 Dealer: SAIMA INTERNATIONAL, INC. Subdealer: CS ENTERPRISES, LLC. NOTICE OF FUEL PURCHASING AUTHORITY THIS NOTICE OF FUEL PURCHASING AUTHORITY (the "Notice") is made as of the day of , 2006, by SAIMA INTERNATIONAL, a Pennsylvania corporation (the "Dealer") and CS ENTERPRISES, a Pennsylvania limited liability company (the "Subdealer") to the benefit of UNI-MARTS, LLC ("Uni-Marts") WITNESSETH: Dealer and Uni-Marts are parties to an Agreement dated May 23, 2006 (the "Agreement") pursuant to which the parties agreed to cooperate in proposed Subdealerizations of one or more Properties operated by Dealer. Capitalized terms used herein but not defined shall have the meanings given in the Agreement. On this date, Dealer and Subdealer are consumating the Subdealerizing of the Property identified above (the "94251 Subdealerization"). In connection therewith, Dealer has agreed to authorize Subdealer to place fuel orders from Uni-Marts under Dealer's existing Fuel Supply agreements, as listed in Exhibit "A" attached hereto (the "Fuel Supply Agreements"). This Notice is being delivered pursuant to Subsections 3(b)(ii) of the Agreement. NOW, THEREFORE, understanding that Uni-Marts will rely upon this Notice in accepting fuel orders and delivering fuel: 1. Dealer and Subdealer hereby confirm to Uni-Marts that Subdealer is authorized to order fuel from Uni-Marts under the Fuel Supply Agreements; 2. Subdealer hereby agrees that, from and after the date hereof, it shall be bound by and shall comply with all terms and provisions of the Fuel Supply Agreements, during the term of the 94234 Subdealerization, and shall timely pay for all fuel delivered to Subdealer; 3. Dealer may terminate this Authorization at any time by providing written notice thereof to Uni-Marts; and 4. Dealer and Subdealer represent and warrant to Uni-Marts that Subdealer has all permits and/or approvals necessary to operate the Business and to market fuel products, and that 942968.1 111MAM Subdealer shall maintain all such permits and approvals for so long as Subdealer markets fuel products at the Property. Nothing contained herein shall be deemed to modify any provision of the Fuel Supply Agreements, all of which remain in full force and effect. Dealer acknowledges that Dealer remains primarily responsible for all obligations to Uni-Marts under the Fuel Supply Agreements, including all payment obligations arising thereunder. Subdealer acknowledges that Uni-Marts shall not be required to obtain Subdealer consent in connection with any future modification or termination of the Fuel Supply Agreements by Uni-Marts. This Notice shall inure to the benefit of Uni-Marts, its successors and assigns, and shall be binding upon Dealer, Subdealer and their successors and assigns. IN WITNESS WHEREOF, and intending to be legally bound hereby, Seller has executed this Certificate the day and year first above written. DEALER: SAIMA INTERNATIONAL, a Pennsylvania corporation By: Name: A-' 4'7- A Sf Kl? Title: 60,65ioL- T SUBDEALER: CS ENTERPRISES, LLC. a Pennsylvania limited liability company By: dom.., Name: slam Title: "," cl .,.,b 9429M.i I1)130AM -2- Site No.: 94251 424 N. Baltimore St Mt. Holly Springs, Pa. 17065 Landlord: Christopher Slike & Lisa Browning Lease: Lease dated September 1, 2003, as amended. SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (the "Sublease") made this _2 day of Alci wrb:.- , 2006, by and between SAIMA INTERNATIONAL, LLC, a Pennsylvania corporation (the "Sublessor"), and CS ENTERPRISES, LLC, a Pennsylvania limited liability company (the "Sublessee"). BACKGROUND: Uni-Marts (the "Prime Landlord") is the owner or ground lessee of certain premises (the "Premises") located at and known as STORE #94251 located at 424 N. Baltimore St Mt. Holly Springs, Pa. 17065 (the "Property"), as more particularly described in Exhibit "A". Prime Landlord and Sublessor are parties to a certain lease or sublease, as the case may be (the "Lease"), pursuant to which Sublessor leases the Premises from Prime Landlord. A copy of the Lease is attached to this Sublease as Exhibit "B". Capitalized terms which are used but not otherwise defined in this Sublease shall have the meanings ascribed to them in the Lease. Sublessor now desires to sublease the Premises to Sublessee and Sublessee desires to sublease the Premises from Sublessor, upon the terms and conditions set forth in this Sublease. NOW, THEREFORE, for and in consideration of the covenants and agreements set forth in this Sublease, and intending to be legally bound, Sublessor and Sublessee agree as follows: 1. Demise; Term. 1.1. Demise. Sublessor hereby subleases the Premises to Sublessee, and Sublessee hereby subleases the Premises from Sublessor, together with all fixtures installed in the Premises by or for the benefit of Sublessor, and also together with all appurtenances and rights ancillary to the Premises. 1.2. Term. The term of this Sublease (the "Sublease Term") shall begin on the later of (A) August 2006 or (B) the date that Sublessor receives Consent (as defined in Section 23.1 of this Sublease), if such consent is required under the Lease. The Sublease Term shall expire on September 29, 2017, unless sooner terminated by Sublessor as provided in this Sublease. 479670.1 10110AM 2. Lease. 2.1. Terms of Sublease Identical With Lease. It is intended that the terms and conditions of this Sublease shall be identical to the terms and conditions of the Lease, except to the extent inconsistent with the express terms of this Sublease and except as set forth in Section 2.2 of this Sublease. Therefore, Sublessor and Sublessee agree that: 2.1.1. each and every term, condition, covenant and agreement of the Lease is a term, condition, covenant and agreement of this Sublease, and is incorporated in this Sublease by reference, except to the extent inconsistent with the express terms of this Sublease and except as set forth in Section 2.2 of this Sublease; 2.1.2. Sublessee shall perform all obligations and comply with all terms, conditions, covenants and agreements of Sublessor as tenant under the Lease for the Sublease Term, except to the extent inconsistent with the express terms of this Sublease and except as set forth in Section 2.2 of this Sublease; and 2.1.3. the term ["Landlord"/"Lessor"] as set forth in the Lease shall mean Sublessor in this Sublease and the term ["Tenant"/"Lessee"] as set forth in the Lease shall mean Sublessee in this Sublease. 2.2. Terms Not Incorporated. Notwithstanding the provisions of Section 2.1 of this Sublease, the following provisions of the Lease are not incorporated in or made part of this Sublease: 2.2.1. any purchase options, rights of first offer or rights of first refusal granted tenant under the Lease with respect to all or part of the Premises or any other property of Prime Landlord, if any; 2.2.2. any rights granted tenant under the Lease to lease other properties of Prime Landlord, if any; 2.2.3. any renewal rights which would serve to extend the term of this Sublease beyond the term of the Lease, if any; 2.2.4. any provisions which entitle the tenant under the Lease to share in any income or revenue of the Prime Landlord, if any; and 2.2.5. those provisions, if any, listed on Exhibit "C". 2.3. Sublease Controls. If there is a conflict between the stated terms and conditions in this Sublease and those set forth in the Lease, the terms and conditions set forth in this Sublease shall control. 931999.2 llllWU 6 2 2.4. Performance To Be Tendered To Prime Landlord. Except as otherwise provided in this Sublease, Sublessee shall tender performance of its obligations directly to Prime Landlord so that all of Sublessor's obligations under the Lease accruing during the Sublease Term shall be fully satisfied and discharged by Sublessee's performance. 2.5. Covenant Against Actions Causing Default Under Lease. Sublessee shall not do or cause to be done or suffer or permit to be done any act or thing which would constitute a default under the Lease or which would cause the Lease or any of Sublessor's rights under the Lease to be cancelled, terminated, forfeited or prejudiced or which would render Sublessor liable for any damages, fines, claims, penalties, costs or expenses under the Lease. [Intentionally Omitted]. 4. Rent. 4.1. Fixed Rent. Sublessee shall pay rent ("Fixed Rent") at the times and in the amounts set forth in Exhibit "D". 4.2. Additional Rent. All sums of money required to be paid by Sublessee under this Sublease or the Lease which are not specifically referred to as rent ("Additional Rent") shall be considered rent although not specifically designated as such. Sublessor shall have the same remedies for nonpayment of Additional Rent as those provided herein for the nonpayment of Fixed Rent. 4.3. Rent In General. 4.3.1. All Fixed Rent and Additional Rent (collectively, "Rent") shall be paid to Sublessor at its address set forth in this Sublease, or at such other address as Sublessor may direct. 4.3.2. All Rent shall be paid without notice or demand and without any setoff or deduction whatsoever. Sublessee's covenant and agreement to pay Rent shall for all purposes be construed as a separate and independent covenant. 5. Use. 5.1. Permitted Use. Sublessee shall use and occupy the Premises for the operation of a Uni-Mart Facility and for no other purpose; provided, however, that if any use included in the definition of Uni-Mart Facility is prohibited under the Prime Lease, then such use shall also be prohibited under this Sublease. 5.2. Temporary Closure. Except as set forth below, and except during periods when the Premises is untenantable by reason of fire or other casualty or condemnation (provided, however, during all such periods while the Premises is untenantable, Sublessee shall strictly comply with the terms and conditions of this Sublease), Sublessee shall at all times during the Sublease Term occupy the Premises and shall diligently operate its business on the Premises. 931899.2 I M0106 Provided the same is not a violation of the Prime Lease, Sublessee may cease diligent operation of business at the Premises for a period not to exceed 150 days and may do so only once within any five-year period during the Sublease Term. If Sublessee does discontinue operation at the Premises as permitted by this Section, Sublessee shall (i) give written notice to Sublessor sixty (60) days prior to ceasing operation (ii) give written notice to Sublessor within 10 days after Sublessee actually ceases operation, (iii) provide adequate protection and maintenance of the Premises during any period of vacancy and (iv) pay all costs necessary to restore the Premises to its condition on the day operation of the business ceased at such time as the Premises are reopened for Sublessee's business operations or other substituted use approved by Sublessor as contemplated below. Notwithstanding anything herein to the contrary, Sublessee shall pay the Base Monthly Rental on the first day of each month during any period in which Sublessee discontinues operation. 6. Premises Accepted "AS-IS". The Premises are accepted by Sublessee in their present condition, "AS-IS," without any representation or warranty by Sublessor, subject to the state of title on the date of this Sublease, and also subject to all applicable legal requirements and any violation of legal requirements which may exist on the date of this Sublease. Sublessee has examined and approved the Premises and acknowledges that all improvements and fixtures included in the Premises are in good condition and working order. Sublessor shall have no obligation to make any improvements to the Premises or provide Sublessee any allowance for so doing. 7. Assignment and Subletting. Sublessee shall not assign this Sublease or sublet all or any part of the Premises, or mortgage, pledge or encumber the subleasehold interest created by this Sublease, without the prior written consent of Sublessor. Such consent may be granted or withheld in the sole discretion of Sublessor and may be granted subject to any terms or conditions which Sublessor may impose. For purposes of this Article 7, any transfer or change in control of Sublessee by operation of law or otherwise shall be deemed an assignment of this Sublease, including, without limitation, any merger, consolidation, dissolution or any change in the controlling equity interests of Sublessee, whether in a single transaction or a series of related transactions. For purposes of this Article 7, any transfer by levy or sale on execution, by other legal process, by operation of law, and any transfer in bankruptcy or insolvency, or under any other compulsory procedure or order of court shall be deemed to be an assignment of this Sublease. Insurance. Sublessee, at its sole cost and expense, shall maintain the insurance coverages required of the Tenant/Lessee in the Lease. 9. Waiver of Subrogation. 9.1. Sublessor and Sublessee, for themselves and their respective insurers, hereby release each other of and from any and all claims, demands, actions and causes of action, 931999.2,0/ O M 4 (including, without limitation, subrogation claims), for loss or damage to their respective property, even if the loss or damage shall have been caused by the fault or negligence of the other party, or anyone for whom such party may be responsible. 9.2. The waiver and release provided in Section 9 shall be effective only with respect to loss or damage (a) covered by insurance or required to be covered by insurance pursuant to the terms of this Sublease, and (b) occurring during such time as the relevant insurance policy contains either (i) a waiver of the insurer's right of subrogation against the other party, or (ii) a clause or endorsement to the effect that the waiver and release provided in Section 9 shall not adversely affect or impair such insurance or prejudice the right of the insured to recover under the insurance policy. Each party will use its best efforts to obtain such a clause or endorsement, but if an additional premium is charged therefor, the party benefiting from such clause or endorsement, if it desires to have such waiver, will pay to the other the amount of such additional premium within ten (10) days after delivery of a statement for the amount due. 10. Indemnification. Sublessee covenants and agrees to indemnify, defend, and hold harmless Sublessor, Prime Landlord, and their respective partners, shareholders, officers, directors, agents and employees, from and against any and all claims, demands, costs, expenses, judgments, losses, suits and damages arising out of or connected with (A) any occurrence of any nature on the Premises; (B) injury to persons or damage to property caused by the negligence or otherwise tortious acts of Sublessee or Sublessee's agents, employees, contractors, subtenants, licensees or invitees; (C) any breach by Sublessee, its agents, employees, contractors, subtenants, licensees or invitees of any covenant or agreement made by Sublessee pursuant to this Sublease, including, without limitation, the covenants and agreements incorporated from the Lease by reference, pursuant to Article 1 of this Sublease. 11. Environmental Matters. 11.1. Definitions. The following terms, as used in this Article 11, shall have the meanings set forth below: 11.1.1. "Hazardous Substance(s)" means any substance, material or waste defined as a pollutant or contaminant, or as a hazardous, toxic or dangerous substance, material or waste, under any Environmental Law, including, without limitation, petroleum, petroleum products, PCBs and asbestos. 11.1.2. "Environmental Laws" means all Federal, state and local laws, statutes, ordinances, codes, regulations and other requirements respecting the environment, including but not limited to those respecting (A) the generation, use, handling, processing, storage, treatment, transportation, or disposal of any solid or hazardous wastes, or any hazardous or toxic substances or materials; (B) pollution or contamination of land, improvements, air (including indoor air), or water (including groundwater); and (C) emissions, spills, releases, or discharges of any substance onto or into the land, improvements, air (including indoor air), or water (including groundwater), or any sewer or septic system; (D) protection of wetlands; (E) 971 X99.'! ROOM aboveground or underground storage tanks; (F) air quality (including indoor air quality) or water quality (including groundwater quality); and (G) protection of endangered species. 11.1.3. "Environmental Release" means any intentional or unintentional releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, infecting, escap- ing, leaching, disposing, abandoning, discarding or dumping of any Hazardous Substance from, on, into or about the Premises or the Property. 11.2. Use. Sublessee shall not use, or permit its agents, employees, contractors, subtenants, licensees or invitees to use the Premises or any portion of the Property for the purpose of treating, producing, handling, transferring, processing, transporting, disposing, using or storing a Hazardous Substance. 11.3. Environmental Release. Sublessee shall not cause or permit to exist, as the result of an action or omission by Sublessee or its agents, employees, contractors, subtenants, licensees or invitees, an Environmental Release. The occurrence of an Environmental Release, or a violation of any covenant, representation or warranty of this Article 11, shall be a Default under this Sublease. 11.4. Waste Receptacles and Plumbing. Sublessee shall not place or permit its agents, employees, contractors, subtenants, licensees or invitees to place any Hazardous Substance in any waste receptacle located in or about the Premises, the Property or the plumbing or sewer systems of the Property. 11.5. Compliance With Laws. Sublessee shall comply and shall cause its agents, employees, contractors, subtenants, licensees or invitees to comply with all Environmental Laws. 11.6. Indemnification. Without limiting the generality of Article 10 of this Sublease, Sublessee covenants and agrees to indemnify, defend, and hold harmless Sublessor, Prime Landlord, and their respective partners, shareholders, officers, directors, agents and employees, from and against any and all claims, demands, costs, expenses, judgments, losses, suits and damages arising out of or connected with (A) Environmental Releases to the extent caused by Sublessee, its agents, employees, contractors, subtenants, licensees or invitees, or (B) failure of Sublessee, or its agents, employees, contractors, subtenants, licensees or invitees to comply with the provisions of this Article 11. 12. Surrender; Holdover. 12.1. Condition Upon Surrender. At the expiration or earlier termination of the Sublease Term, Sublessee shall promptly surrender possession of the Premises and all Alterations in the condition required by the Lease. 9318".2 ICV30AM 6 12.2. Personal Propert y. Sublessee shall remove all personal property from the Premises at the expiration or earlier termination of the Sublease Term. Any personal property which shall remain in the Premises after the expiration or earlier termination of the Sublease Term shall be deemed to have been abandoned and either may be retained by Sublessor as Sublessor's property or may be disposed of in such manner as Sublessor may see fit. Any costs of removing and disposing of the personal property incurred by Sublessor shall be paid by Sublessee to Sublessor as Additional Rent within ten (10) days after Sublessee is billed therefor. If such personal property is sold by Sublessor, Sublessor may receive and retain the proceeds of such sale as Sublessor's property. 12.3. Holdover. If Sublessee retains possession of the Premises or any part thereof after the termination of this Sublease by expiration of the Sublease Term or otherwise, Sublessee shall pay Sublessor (A) an amount, calculated on a per diem basis for each day of such unlawful retention, equal to the greater of (i) twice the Fixed Rent in effect immediately prior to the expiration or earlier termination of the Sublease Term, or (ii) the market rental for the Premises, as determined by Sublessor, for the time Sublessee thus remains in possession, plus, in each case, all Additional Rent payable hereunder, and (B) all damages, costs and expenses sustained by Sublessor by reason of Sublessee's holding over. All of Sublessee's obligations with respect to the use, occupancy and maintenance of the Premises shall continue during such period of retention; however, neither the compliance with such obligations nor the payment of the amounts set forth above in this Section shall create any right in Sublessee to continue in possession of the Premises or limit any rights or remedies of Sublessor resulting from such holdover. 13. Default of Sublessee. It shall be a default under this Sublease (a "Default") upon the occurrence of any of the events specified in the Lease as a default. 14. Remedies. The rights and remedies of Sublessor upon the occurrence of a Default under this Sublease, shall be the same as the rights and remedies of Prime Landlord upon the occurrence of an event of default under the Lease. 14.1. CONFESSION OF JUDGMENTS. 14.1.1. CONFESSION OF JUDGMENT FOR RENT. SUBLESSEE IRREVOCABLY AUTHORIZES AND EMPOWERS THE PROTHONOTARY AND CLERK OR ANY ATTORNEY OF ANY COURT OF Initials RECORD TO APPEAR FOR AND CONFESS JUDGMENT AGAINST SUBLESSEE FOR SUCH RENT AND OTHER SUMS AS ARE DUE AND/OR MAY BECOME DUE UNDER THIS SUBLEASE, WITHOUT STAY OF EXECUTION AND WITH AN ATTORNEY'S COLLECTION FEE OF FIVE PERCENT (5%) OF THE AMOUNT DUE (BUT NOT LESS THAN $1,000.00), WHICH IS REASONABLE AS AN ATTORNEY'S FEE. TO THE EXTENT PERMITTED BY LAW, SUBLESSEE RELEASES ALL 931899.2 10/30A)6 7 ERRORS IN SUCH PROCEEDINGS. IF A VERIFIED COPY OF THIS SUBLEASE IS FILED, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL SUBLEASE. THE AUTHORITY AND POWER TO APPEAR FOR AND CONFESS JUDGMENT AGAINST SUBLESSEE SHALL NOT BE EXHAUSTED BY THE INITIAL EXERCISE THEREOF AND MAY BE CONFESSED AS OFTEN AS ANY DEFAULT OCCURS. SUCH AUTHORITY MAY BE EXERCISED DURING OR AFTER THE EXPIRATION OF THE SUBLEASE TERM AND/OR DURING OR AFTER THE EXPIRATION OF ANY EXTENDED OR RENEWAL TERM. 14.1.2. CONFESSION OF JUDGMENT FOR POSSESSION. SUBLESSEE IRREVOCABLY AUTHORIZES AND EMPOWERS THE PROTHONOTARY AND CLERK OR ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR AND CONFESS JUDGMENT AGAINST SUBLESSEE FOR POSSESSION OF THE PREMISES, WITHOUT STAY OF EXECUTION. TO THE EXTENT PERMITTED BY LAW, SUBLESSEE RELEASES ALL ERRORS IN SUCH Initials PROCEEDINGS. IF A VERIFIED COPY OF THIS SUBLEASE IS FILED, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL SUBLEASE. THE AUTHORITY AND POWER TO APPEAR FOR AND CONFESS JUDGMENT AGAINST SUBLESSEE SHALL NOT BE EXHAUSTED BY THE INITIAL EXERCISE THEREOF AND MAY BE CONFESSED AS OFTEN AS ANY DEFAULT OCCURS. SUCH AUTHORITY MAY BE EXERCISED DURING OR AFTER THE EXPIRATION OF THE SUBLEASE TERM AND/OR DURING OR AFTER THE EXPIRATION OF ANY EXTENDED OR RENEWAL TERM. IF SUCH PROCEEDING IS TERMINATED AND POSSESSION OF THE PREMISES SHALL REMAIN IN OR BE RESTORED TO SUBLESSEE, SUBLESSOR SHALL HAVE THE RIGHT FOR THE SAME DEFAULT AND UPON ANY SUBSEQUENT DEFAULT, OR UPON THE TERMINATION OF THIS SUBLEASE UNDER ANY OF THE TERMS OF THIS SUBLEASE, TO BRING ONE OR MORE FURTHER ACTION OR ACTIONS AS HEREINBEFORE SET FORTH TO RECOVER POSSESSION OF THE PREMISES AND CONFESS JUDGMENT FOR THE RECOVERY OF POSSESSION OF THE PREMISES AS HEREINABOVE PROVIDED. 14.1.3. WAIVER OF RIGHTS. IN GRANTING THESE WARRANTS OF ATTORNEY TO CONFESS JUDGMENTS AGAINST SUBLESSEE, SUBLESSEE HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS SUBLESSEE HAS OR MAY HAVE TO PRIOR NOTICES AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA. 14.1.4. REVIEW WITH COUNSEL. SUBLESSEE HEREBY REPRESENTS THAT IT HAS FULLY REVIEWED THE AFORESAID WARRANTS OF ATTORNEY TO CONFESS JUDGMENTS WITH ITS OWN COUNSEL AND THAT IT UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THESE WARRANTS OF ATTORNEY TO CONFESS JUDGMENTS. 911899.2 110=6 CS ENTERPRISES, LLC. By: ??--- Print Name: ORBY SLOAN Title: Pv-c. u; 15. Provisions Concerning Remedies. 15.1. Waiver of Landlord and Tenant Act Notices. If proceedings shall be commenced by Sublessor to recover possession under the Acts of Assembly and Rules of Civil Procedure, either at the end of the Sublease Term or upon the earlier termination of this Sublease, or for non-payment of Rent or any other reason, Sublessee specifically waives the right to the notices required by the Landlord and Tenant Act of 1951, as the same may be amended, and agrees that five (5) days' notice shall be sufficient in all cases. 15.2. Survival of Sublessee's Obligations. No expiration or termination of this Sublease, and no repossession of the Premises or any part thereof shall relieve Sublessee of its liabilities and obligations under this Sublease, all of which shall survive such expiration, termination or repossession, and Sublessor may, at its option, sue for and collect all Rent and other charges due hereunder at any time as and when such charges accrue. 15.3. Injunction; Other Remedies. In the event of breach or threatened breach by Sublessee of any provision of this Sublease, Sublessor shall have the right of injunction and the right to invoke any remedy allowed at law or in equity in addition to other remedies provided for in this Sublease. 15.4. Waiver of RedeMRtion. Sublessee hereby expressly waives any and all rights of redemption granted by or under any present or future law in the event this Sublease is terminated, or in the event of Sublessor obtaining possession of the Premises, or in the event Sublessee is evicted or dispossessed for any cause, by reason of violation by Sublessee of any of the provisions of this Sublease. 15.5. Rights Cumulative. No right or remedy conferred upon or reserved to Sublessor in this Sublease is intended to be exclusive of any other right or remedy herein or by law provided, but each shall be cumulative and in addition to every other right or remedy given in this Sublease or now or hereafter existing at law or in equity or by statute. 15.6. Expenses. In the event that Sublessor commences suit for the repossession of the Premises, for the recovery of Rent or any other amount due under the provisions of this Sublease, or because of the breach of any other covenant of Sublessee in this Sublease, Sublessee shall pay Sublessor all expenses incurred in connection therewith, including reasonable attorneys' fees. 15.7. Waivers. No waiver by Sublessor of any breach by Sublessee of any obligations, agreements or covenants in this Sublease shall be a waiver of any subsequent breach 931899.2 I0130AM 9 or of any obligation, agreement or covenant, nor shall any forbearance by Sublessor to seek a remedy for any breach by Sublessee be a waiver of any rights and remedies with respect to such or any subsequent breach. 15.8. WAIVER OF JURY TRIAL. SUBLESSEE HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY SUBLESSOR ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS SUBLEASE, THE RELATIONSHIP OF SUBLESSOR AND SUBLESSEE, SUBLESSEE'S USE OR OCCUPANCY OF THE PREMISES, OR ANY CLAIM OF INJURY OR DAMAGE, OR ANY OTHER REMEDY WITH RESPECT THERETO. 16. Quiet Enjoyment. Subject to the terms and conditions of this Sublease, Sublessor warrants to Sublessee that it will take no action to disturb the quiet enjoyment of Sublessee for so long as Sublessee performs all obligations of the sublessee under this Sublease. Sublessor makes no warranty respecting action by any other party, including, without limitation, Prime Landlord. 17. Sublease Subordinate to Lease; Termination of Lease. 17.1. Prime Landlord's interest in the Premises shall not be subordinate to any encumbrances placed upon the Premises by or resulting from any act of Sublessee, and nothing herein contained shall be construed to require such subordination by Sublessor. Sublessee shall keep the Premises free from any liens for work performed, materials furnished or obligations incurred by Sublessee. NOTICE IS HEREBY GIVEN THAT SUBLESSEE IS NOT AUTHORIZED TO PLACE OR ALLOW TO BE PLACED ANY LIEN, MORTGAGE, DEED OF TRUST OR ENCUMBRANCE OF ANY KIND UPON ANY, ALL OR ANY PART OF THE PREMISES OR SUBLESSEE'S LEASEHOLD INTEREST THEREIN, AND ANY SUCH PURPORTED TRANSACTION SHALL BE VOID. FURTHERMORE, ANY SUCH PURPORTED TRANSACTION SHALL BE DEEMED A TORTIOUS INTERFERENCE WITH PRIME LANDLORD'S INTEREST IN THE PREMISES. 17.2. This Sublease and the estate, interest and rights hereby created are subordinate to every mortgage, ground leases or underlying leases affecting the Premises or now or hereafter placed upon the Premises by any ground lessor or Prime Landlord, and Sublessee covenants and agrees to execute and deliver, upon demand, such further instruments subordinating this Sublease to the lien or interest of any or all such ground leases or mortgages as shall be desired by any ground lessor or Prime Landlord or any present or proposed ground lessor or mortgagee. 17.3. If any mortgagee, receiver or other secured party elects to have this Sublease and the interest of Sublessee hereunder be superior to any such interest or right and evidences such election by notice given to Sublessee, then this Sublease and the interest of Sublessee hereunder shall be deemed superior to any such mortgage, whether this Sublease was executed before or after such mortgage and in that event such mortgagee, receiver, trustee or other secured party shall have the same rights with respect to this Sublease as if it had been Y31899.2 10/3(" 10 executed and delivered prior to the execution and delivery of the Mortgage and has been assigned to such Mortgagee, receiver, trustee or other secured party. 17.4. Although the foregoing provisions shall be self-operative and no future instrument of subordination shall be required, upon request by Sublessor, Sublessee shall execute and deliver whatever instruments may be required for such purposes, and in the event Sublessee fails so to do within 10 days after demand, Sublessee does hereby make, constitute and irrevocably appoint Sublessor as its agent and attorney-in-fact and in its name, place and stead so to do, which appointment shall be deemed coupled with an interest. 17.5. In the event that any existing or prospective ground lessor or mortgagee requires a modification or modifications of this Sublease, which modification or modifications will not cause an increase in rent or in any other way materially and adversely change the rights or obligations of Sublessee under this Sublease, Sublessee agrees that this Sublease may be so modified and agrees to execute whatever documents are required therefor and deliver the same to Sublessor within ten (10) days following written request by Sublessor. In the event Sublessee fails to execute and deliver such documents within ten (10) days of written request by Sublessor, Sublessee does hereby make, constitute and appoint Sublessor as Sublessee's attorney-in-fact and agent in its name, place and stead to do so. This power of attorney is given as security coupled with an interest and is irrevocable. 17.6. If the Prime Lease is terminated for any reason, this Sublease shall terminate as of the date of termination of the Prime Lease and Sublessor shall have no liability to Sublessee as a result of such termination. 18. Notices. Any notices required or permitted to be given under this Agreement shall be given in writing and shall be delivered (a) in person, (b) by a commercial overnight courier that guarantees next day delivery and provides a receipt, or (c) by legible facsimile (followed by hard copy sent concurrently with such facsimile, in accordance with preceding subsections (a) or (b)), and such notices shall be addressed as follows: If to Sublessor: SAIMA International, INC. Aijaz Shaikh 1958 Spring Rd. Carlisle, Pa. 17013 717-491-7048 (C) 717-258-5930 (O) 717-491-1393(F) 431849.2 I1V30/1V 1 I If to Sublessee: CS Enterprises, LLC. Corby Sloan 618 West pine Street Mount Holly Springs, Pa. 17065 717-486-3231 (H) 717-258-4731 (Store) 717-258-4731(F) or to such other address as either party may from time to time specify in writing to the other party. Any notice shall be effective only upon receipt (or refusal by the intended recipient to accept delivery). Notice given by facsimile shall be effective upon receipt of such facsimile (subject to the requirement that hard copy be sent concurrently in accordance with this Section). Any notice which is received on a Saturday, Sunday or a legal holiday, or after 5:00 p.m. prevailing local time at the place of receipt, shall be deemed received on the next business day. 19. Prime Landlord's Consent. 19.1. Sublease Conditioned Upon Consent. As set forth in the Background Section of this Lease, Prime Landlord is either the owner or ground lessee of the Property. In the event Prime Landlord is the ground lessee of the Property, this Sublease is subject to, and conditioned upon, Sublessor's obtaining the written consent of the ground lessor to this Sublease (the "Ground Lessor's Consent"), if such written consent is required under the ground lease. As set forth in Section 1.2 of this Sublease, the Sublease Term shall not commence until Sublessor has obtained the Ground Lessor's Consent, if such consent is required under the ground lease. 19.2. Delivery of Information. Sublessee shall promptly deliver to Sublessor any information reasonably required by Ground Lessor (in connection with the Ground Lessor's Consent) with respect to the nature and operation of Sublessee's business and/or the financial condition of Sublessee. 19.3. Agreements for Benefit of Prime Landlord. Sublessor and Sublessee hereby agree, for the benefit of Ground Lessor, that neither this Sublease nor the Ground Lessor's Consent (nor the consent of Prime Landlord to this Sublease) shall: 19.3.1. create privity of contract between Ground Lessor and Sublessee or Prime Landlord and Sublessee; 19.3.2. be deemed to amend the Lease or ground lease in any way; or 19.3.3. be construed as a waiver of the right of ground lessor and Prime Landlord to consent to any assignment of the Lease by Sublessor or any further subletting of the Premises. 9318942 HYNA16 12 20. Miscellaneous. 20.1. Interpretation of Sublease. The headings and captions in this Sublease are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Sublease or any of its provisions. Where the context so requires, the use of the singular shall include the plural and vice versa and the use of the masculine shall include the feminine and the neuter. 20.2. Governing Law: Jurisdiction and Venue. This Sublease shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. 20.3. No Recording. Neither this Sublease nor any memorandum or short form thereof may be recorded by Sublessee. 20.4. Survival. Any covenants set forth in this Sublease which, by their nature, would reasonably be expected to be performed after the expiration or earlier termination of this Sublease, shall survive the expiration or earlier termination of this Sublease. 20.5. Counterparts. This Sublease may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. 20.6. Binding Effect: Assignment. Subject to Article 7, this Sublease shall be binding upon, and inure to the benefit of, the parties to this Sublease and their respective successors and assigns. 20.7. Limitation of Sublessor's Liability. Sublessee shall look solely to Sublessor's interest in the Premises for enforcement of any obligation of Sublessor under this Sublease or imposed by applicable law, and no other property or other assets of Sublessor shall be subjected to levy, execution or other enforcement proceeding for the satisfaction of Sublessee's remedies or with respect to this Sublease, the relationship of sublessor and sublessee or Sublessee's use and occupancy of the Premises. 20.8. Joint and Several Liability. If two or more individuals, corporations, partnerships, or other entities (or any combination of two or more thereof) sign this Sublease as sublessee, the liability of each such individual, corporation, partnership or other entity to pay Rent and perform all other obligations of Sublessee under this Sublease shall be joint and several. 20.9. Entire Agreement: Requirement for Writing. 20.9.1. This Sublease and the Exhibits attached to this Sublease contain the final and entire agreement of Sublessor and Sublessee and are intended to be an integration of all prior negotiations and understandings. Neither Sublessor nor Sublessee shall be bound by any covenants, agreements, statements, representations or warranties, oral or written, not contained in this Sublease. 931899.2 10130A)6 13 20.9.2. No change or modification to this Sublease shall be valid unless the same is in writing and signed by the parties to this Sublease. 20.9.3. No waiver of any of the provisions of this Sublease shall be valid unless the same is in writing and is signed by the party against which it is sought to be enforced. 20.10. Severability. If any provision of this Sublease, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Sublease and such provisions as applied to other persons, places and circumstances shall remain in full force and effect. 20.11. Time of Essence. Time is of the essence of each and every provision of this Sublease of which time is an element. 20.12. Drafts not an Offer to Enter into a Legally Binding Contract. The submission of a draft of this Sublease by one party to another is not intended by either party to be an offer to enter into a legally binding contract. The parties shall be legally bound pursuant to the terms of this Sublease only if and when Sublessor and Sublessee have fully executed and delivered to each other a counterpart of this Sublease. 93189Y2 ICV30AM 14 IN WITNESS WHEREOF, Sublessor and Sublessee have duly executed this Sublease as of the day and year first above written. SUBLESSOR: SAMA INTERNATIONAL, INC. By: 4AIJSIHAIKH NamTitle: P9&91D€NT, SUBLESSEE: CS ENTERPRISES, LLC By: Name: CORB LOAN Title: e r-e ? ; c) .I-VN- 911 X49.2 1013aft 15 EXHIBIT "A" THE PROPERTY [Attach Legal Description] 931899.2 1(/31.17)6 1 ,. NOY-03-2004 03:12 PM DE8Associates 717 761 0330 P. 16 Eli All t 11-11 ?'u l' t..l ill N'ur t "1' twN•19'1 ref' 1(11111 uml 101 'mixf•M, HllNUIr', 1vNrl) tlrlrl Lr•rell in MO. Borough Af HQjWt HQ1lx sprin s irr III& (.'urrrty of Cumberland, and Comnwt;tmU of t?xllryl?vs*o, Mori par?mlY daerfbed as Jblluu'r; BEGINNING at a point in North Baltimore Avenue: thence by land now or formerly of Freeman Harry* North 81 degrees 25 minutes Bast 172 feet, more or leas, to a point on the Western side of a proposed alley 16 feet wide; thence by the Western side of said alley, South 1 degree East 147 feet, more or less, to a point in Mill Street; thence in said Street, South 87 degrees 20 minutes West 150 feet, more or less, to a point; thence by the same on a curve to the right, a distance of 35 feet, more or less, to a point in North Baltimore Avenue; thence in said Avenue, North 1 degree West 99 feet, more or less, to the place of BEGINNING. Seller. Christopher L. Slike and Lisa Aim Browning Exhibit "A" y r. NOV-03-2004 03:13 PM DESAfsociatei 717 761.0330 a i f P. 17 r p 0 .d ? i EXHIBIT "B" THE LEASE [Attach copy of the Lease between Uni-Marts LLC and Dealer] 931N99.2 INSMM 17 EXHIBIT "C" LEASE PROVISIONS NOT INCORPORATED, PER SECTION 2.2 [Insert here any additional provisions in the Lease which are not incorporated into the Sublease. H this sheet remains, there are no such provisions.] 931899.2 1 U13(" 1 O EXHIBIT "D" FIXED RENT [Attach information here] 4318W.2 10130M 19 AGREEMENT THIS AGREEMENT (this "Agreement") is made as of the i 3day of ' - " " 1! 2004 2006 by and between Uni-Marts, LLC, a Pennsylvania limited liability company ("Uni-Marts") and Saima International, Inc., a Pennsylvania corporation (the "Dealer"). Background Uni-Marts is the owner or ground lessee of certain property located at the location(s) set forth in Exhibit "A" attached hereto (collectively or individually, the "Property"). Uni-Marts and Dealer are parties to a certain leases (or subleases, as the case may be) (collectively or individually, the "Lease") and certain other agreements pursuant to which Dealer leases the Property from Uni-Marts and operates a business (the "Business") thereon (the Lease and such other agreements are referred to herein as the "Dealer Agreements" and are more particularly described in Exhibit "B" attached hereto). Dealer is contemplating seeking out a party or parties (collectively or individually, the "Sub&ders") who may wish to sublease the Property and operate the Business pursuant to an agreement with Dealer (such a transaction, a "Subdealerization"). In connection with a Subdealerization, Dealer would sublease the Property to the Subdealer and authorize the Subdealer to act on Dealer's behalf in certain aspects of the Dealer Agreements. In the event Dealer desires to consummate such a transaction, Dealer acknowledges that it will need to request the consent and approval of Uni-Marts to said Subdealerization. Uni-Marts is willing to consent to Subdealerizations, subject to the terms and conditions contained herein. NOW, THEREFORE, for and in consideration of the covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Notice and Request for Consent: Granting of Consent. If Dealer wishes to enter into a Subdealerization, Dealer shall identify the relevant Property and and provide Uni-Marts with the name of the proposed Subdealer (the "Proposed Subdealer") and, if the Proposed Subdealer is an entity, the names of all principals thereof. If requested, Dealer shall provide Uni-Marts with financial and other information regarding the Proposed Subdealer. If the Proposed Subdealer evidences, to Uni-Marts' reasonable satisfaction, the capacity to operate the Business in accordance with..the Dealer Agreements, Uni-Marts shall consent in writing to the Subdealerization. 2. Third Party Consents. Following approval of a proposed Subdealerization by Uni- Marts, Uni-Marts shall use all commercially reasonable efforts to obtain any third party consents required to authorize Uni-Marts to grant such approval ("Third Party Consents"). Dealer agrees that Uni-Marts shall not be required to consent to, or request Third Party Consents with respect to, any of the Properties listed on Exhibit "C" prior to the date which is sixty (60) days after the date hereof. Uni-Marts' consent set forth in Section 1 of this Agreement shall be deemed 931570.4 SP" conditioned upon, and not effective until, receipt of all required Third Party Consents, and no Subdealerization shall be valid unless all required Third Party Consents are obtained. 3. S bdealerization. Dealer agrees that any Subdealerization shall be subject to the following requirements: a. Dealer shall notify Uni-Marts not less than thirty (30) days in advance of the proposed date of the Subdealerization (the actual date of Subdealerization, the "Closing Date"). b. On the Closing Date, Dealer and Subdealer shall provide Uni-Marts, via facsimile transmission: i. a written confirmation from Dealer and Subdealer that the Subdealerization has occurred ("Closing Notice"); ii. if agreed to by Dealer, a letter executed by Dealer and Subdealer listing any existing fuel supply agreements between Uni-Marts and the Dealer pertaining to the Property, and authorizing the Subdealer to order fuel from Uni-Marts under such agreements (the "Fuel Order Authorization"); and Hi. a certification from Subdealer to Uni-Marts confirming that Subdealer shall be bound by and shall comply with the terms and provisions of the Dealer Agreements, including the Lease, during the term of the Subdealerization (the "Certification"). c. Dealer and Subdealer shall enter into a sublease dated as of the Closing Date - in substantially the form attached hereto as Exhibit "D" (the "Sublease"). d. Within two (2) business days after the Closing Date, Dealer shall provide Uni- Marts with original executed copies of the Closing Notice, the Fuel Order Authorization (if applicable), the Certification and the Sublease. 4. Other Subdealerization Requirements. Dealer shall be responsible to ensure that Subdealer has all permits and/or approvals necessary for Subdealer to operate the Business. Dealer shall be responsible for ensuring that the Subdealer cooperates to provide to Uni-Marts all information that it requires to transfer accounts and otherwise process the Subdealerization. Dealer shall be responsible for complying with any notice and consent requirements, if any, imposed by any of Dealer's lenders, if any, with respect to the Subdealerization. 5. Effect of A egment and Consent. This Agreement is personal to Uni-Marts and shall not be deemed to modify or amend any provisions of the Lease. Neither this Agreement nor any consent to Subdealerization shall be deemed to constitute a consent by Uni-Marts to any Subdealerization other than that expressly consented to, or to any other future 5ubdealerization, assignment of the Lease or sublease of the Property. Notwithstanding anything to the contrary contained herein or in any other document, in the event that the Dealer has been granted or holds an option, right of first offer or right of first refusal to purchase all or part of the Property, such option or right is terminated as of the date of this Agreement. 6. Estoppel: Release. 93153U SaW -2- a. Dealer and Guarantor acknowledge that as of the date of this Agreement (a) there is no default or failure on the part of Uni-Marts in the performance of its obligations under the Dealer Agreements, and (b) neither Dealer nor Assignee has any defense, offset, claim or counterclaim under the Dealer Agreements or otherwise against Uni-Marts. b. Dealer and Guarantor hereby release and forever discharge Uni-Marts, its affiliated entities, and their respective members, managers, partners, shareholders, officers, directors, agents, counsel, representatives, successors, assigns and employees (the "Releasees"), of and from any and all claims, acts, damages, demands, rights of action, causes of action, suits, debts, claims and demands, in law or in equity, foreseen or unforeseen, matured or unmatured, known or unknown, accrued or unaccrued, whatsoever which Dealer or Guarantor now has or ever had, based upon (i) any act, transaction, practice, conduct, representation or failure to act and/or omission of Releasees that occurred prior to the date hereof, including in connection with the PSA and all transactions contemplated thereby with respect to any and all locations operated by Dealer and/or Guarantor; (ii) the condition of the Property or any other property leased by Dealer; and (iii) claims based on allegations of fraud or any claim that the PSA, this release or any other agreements between Dealer and/or Guarantor and Uni-Marts were in any way fraudulently induced. Dealer and Guarantor covenant and agree not to commence or prosecute any action or proceeding against Releasees or to assert against Releasees in any action or proceeding any matter whether or not now known, based upon (i) any act, transaction, practice, conduct, representation or failure to act and/or omission of Releasees that occurred prior to the date hereof, including in connection with the PSA and all transactions contemplated thereby with respect to any and all locations operated by Dealer and/or Guarantor; (ii) the condition of the Property or any other property leased by Dealer; and (iii) claims based on allegations of fraud or any claim that the PSA, this release or any other agreements between Dealer and/or Guarantor and Uni-Marts were in any way fraudulently induced. c. Dealer and Guarantor understand and agree that Dealer and Guarantor may hereafter become aware of facts different from, or in addition to, those which they now know to be or believe to be true related in any way to any of the matters being released hereby as set forth in Section 6(b), above. Dealer and Guarantor agree that the release and covenant not to sue given by them in Section 6(b), above, shall remain effective in all respects, notwithstanding such different or additional facts and any subsequent discovery thereof. d. Dealer and Guarantor further understand and agree that the release and covenant not to sue given by Dealer and Guarantor in Section 6(b), above, is intended to be the very broadest release and covenant not to sue possible, and includes, but is in no way limited to, any claim for fraud and any claim that this Agreement was fraudulently induced and a release of every claim that,could ever be brought by Dealer and/or Guarantor arising directly or indirectly out of any of thimatters being released hereby as set forth in Section 6(b), above, including, but not limited to, any and all claims for relief and damages of whatever kind. e. Dealer and Guarantor further acknowledge and agree that they are relying wholly on their own judgment, belief, and knowledge of the nature and extent of their damages or possible damages and any potential liability therefore, and/or the judgment of their own counsel, and that the release and covenant not to sue given by them in Section 6(b), above, is made without any reliance upon any statement or representation by Uni-Marts or any of its 931530.4 3/.1100 -3- agents and/or representatives. Dealer and Guarantor hereby expressly deny that any such statements or representations have been made. f. In the event that the foregoing provisions of Section 6 hereof should be determined by a court or other tribunal of competent jurisdiction to exceed the release and covenant not to sue limitations permitted by the applicable law in the jurisdiction in which enforcement of this Agreement is sought, then such provisions shall be deemed reformed in such jurisdiction to the maximum release and covenant not to sue limitations permitted by such applicable law, and the parties hereby grant any court or other tribunal of competent jurisdiction the authority to effect such reformation. 7. Notices. Except as otherwise set forth above, any notices required or permitted to be given under this Agreement shall be given in writing and shall be delivered (a) in person, (b) by a commercial overnight courier that guarantees next day delivery and provides a receipt, or (c) by legible facsimile (followed by hard copy sent concurrently with such facsimile, in accordance with preceding subsections (a) or (b)), and such notices shalt be addressed as follows: If to Dealer: Saima Intemational, Inc. 3811 Market Street Camp Hill, PA 17011 Attn: Aijaz Shaikh, President Facsimile No.: If to Uni-Marts: Uni-Marts LLC 477 East Beaver Avenue State College, PA 16801 Attn: Bill Long Facsimile No.: (814) 234-8712 t`1E? W UPDATED ADARE!;.S 5AIMA INTIU,, \NC, 1ct5l? FPIKCB- IanA:P C-A(ZLrLLt PA 1J o M OFF Chi ? 25 ?g3c3 or to such other address as the intended recipient may from time to time specify in writing to the other parties. Any notice shall be effective only upon receipt (or refusal by the intended recipient to accept delivery). Notice given by facsimile shall be effective upon receipt of such facsimile (subject to the requirement that hard copy be sent concurrently in accordance with this Section); however, if the facsimile is received after 5:00 p.m. prevailing local time at the place of receipt, notice by facsimile shall not be effective until the next business day. 8. Miscellaneous. a. The headings and captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or 931530.4 5IM16 any of its provisions. Where the context so requires, the use of the singular shall include the plural and vice versa and the use of the masculine shall include the feminine and the neuter. b. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. c. Neither this Agreement nor any memorandum or short form thereof may be recorded by Dealer or Assignee, d. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. e. This Agreement and the Exhibits attached to this Agreement contain the final and entire agreement among the parties with respect to the subject matter hereof and are intended to be an integration of all prior negotiations and understandings. No change or modification to this Agreement shall be valid unless the same is in writing and signed by the parties to this Agreement. f. If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court or other tribunal of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect. g. In the event of any dispute(s) arising hereunder, whether regarding the interpretation of any provisions hereof or otherwise, the parties agree that the appropriate venue for the resolution of such dispute(s) to which such dispute(s) shall be submitted are the courts of Centre County, Pennsylvania. h. Dealer and Guarantor represent that they have the full authority to enter into and perform this Agreement and their obligations thereunder, and that they have obtained all consents from other parties that may be necessary. [Remainder of page intentionally left blank.] 93LS30A SIM* -5- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. DEALER: SAIMA INTERNATIONAL, INC. By: Print Name: ijaz Shaikh Title: President UNI-MARTS: By: Print me: Alex D. Sahakian Tjtle-7 Manager JOINDER AND RATIFICATION The undersigned (collectively, "Guarantor") have entered into one or more guaranties of some or all of the Dealer Agreements. Guarantor hereby joins in and agree to be bound by the foregoing Agreement. Guarantor further agrees and confirms that its respective guaranties are in full force and effect and subject to no defenses, and that the same shall remain in full force and effect following any Subdealerization. Uni-Marts shall be under no obligation to notify the Guarantor in the event that it consents to a Subdealerization. GUARANTOR: <1??- Vt Print Name: Ai'az Shaikh 971370.4 SM)6 -6- Exhibit "A" Locations Site No.: 94232 Location: 50 East Main Street. Route 641 Plainfield. PA 17081 County: Cumberland Site No.: 94234 Location: 1962 Soma Road Carlisle. PA 17013 County: Cumberland Site No.: 94249 Location: 6896 Carlisle Pike New Kingston. PA 17055 County: Cumberland Site No.: 94251 Location: 424 North Baltimore Street Mt. Holly SRf ,¢s. PA 17065 County: Cumberland Site No.: 94255 Location: 98-100 South 2nd Street West Fairview. PA 17025 County Cumberlan¢ Site No.: 94905 Location: 350 North Main Street Meroersbure. PA 17236 County: Franklin 93 MOA Mft -7- Exhibit "B" Dealer Agreements IDuplicate page for each site, as needed] Site No.: 94232 Location: 50 East Main Street. Route 641 Plainfield. PA 17081 County: Cumberland All Dealer Agreements are dated August 2, 2005 unless otherwise specifically specified below. 1. Purchase and Sale Agreement dated June 8, 2005 between Saima International, Inc. and Uni-Marts, as amended (the "PSA"). 2. Lease Agreement by and between Uni-Marts and Dealer (the "Lease"), for certain space located at the Property. 3. Trademark and Licensing Agreement by and between Uni-Marts and Dealer pertaining to the Property. 4. Environmental Indemnity and Service Agreement by and between Uni-Marts and Dealer pertaining to the Property 5. Roof Maintenance Agreement by and between Uni-Marts and Dealer pertaining to the Property. 6. ATM Servicing Agreement by and between Uni-Marts and Dealer pertaining to the Property. 7. Fuel Supply Agreement by and between Uni-Marts and Dealer respecting fuel sales on the Property. 8. Commodity Schedule - Motor Fuels by and between Uni-Marts and Dealer. 9. Commodity Schedule - Kerosene by and between Uni-Marts and Dealer. 10. Collateral Deposit Agreement. 9313308 3!!1116 Exhibit "B" Dealer Agmments (Duplicate page for each site, as needed] Site No.: 94234 Location: 1962 Spring Road Carlisle. PA 17013 County: Cumberland All Dealer Agreements are dated August 2, 2005 unless otherwise specifically specified below. 1. Purchase and Sale Agreement dated June 8, 2005 between Saima International, Inc. and Uni-Marts, as amended (the "PSA"). 2. Lease Agreement by and between Uni-Marts and Dealer (the "Lease"), for certain space located at the Property. 3. Trademark and Licensing Agreement by and between Uni-Marts and Dealer pertaining to the Property. 4. Environmental Indemnity and Service Agreement by and between Uni-Marts and Dealer pertaining to the Property 5. Roof Maintenance Agreement by and between Uni-Marts and Dealer pertaining to the Property. 6. ATM Servicing Agreement by and between Uni-Marts and Dealer pertaining to the Property. 7. Fuel Supply Agreement by and between Uni-Marts and Dealer respecting fuel sales on the Property. 8. Commodity Schedule - Motor Fuels by and between Uni-Marts and Dealer. 9. Commodity Schedule - Kerosene by and between Uni-Marts and Dealer. 10. Collateral Deposit Agreement. 971M.4 3f" -9- Exhibit "B" Dealer Agreements jDuplicate page for each site, as needed] Site No.: 94249 Location: 6896 Carlisle Pike New Kingston. PA 17055 County: Cumberland All Dealer Agreements are dated August 3, 2005 unless otherwise specifically specified below. 1. Purchase and Sale Agreement dated June 8, 2005 between Saima International, Inc. and Uni-Marts, as amended (the "PSA"). 2. Lease Agreement by and between Uni-Marts and Dealer (the "Lease"), for certain space located at the Property. 3. Trademark and Licensing Agreement by and between Uni-Marts and Dealer pertaining to the Property. 4. Environmental Indemnity and Service Agreement by and between Uni-Marts and Dealer pertaining to the Property 5. Roof Maintenance Agreement by and between Uni-Marts and Dealer pertaining to the Property. 6. ATM Servicing Agreement by and between Uni-Marts and Dealer pertaining to the Property. 7. Fuel Supply Agreement by and between Uni-Marts and Dealer respecting fuel sales on the Property. 8. Commodity Schedule - Motor Fuels by and between Uni-Marts and Dealer. 9. Commodity Schedule - Kerosene by and between Uni-Marts and Dealer. 10. Collateral Deposit Agreement. 93150.4 513106 -10- Exhibit "B" Dealer Agreements [Duplicate page for each site, as needed] Site No.: 94251 Location: 424 North Baltimore Street Mt. Holly "r &j. PA 17065 County: Cumberland All Assignment and Assumption of Dealer Agreements are dated December 1, 2005 unless otherwise specifically specified below. 1. Consent to Assignment Agreement Purchase and Sale Agreement dated November 1, 2005 between Saima International, inc., Richard and Kyong, Inc. and Uni-Marts, as amended (the "PSA"). 2. Assignment and Assumption of Lease Agreement by and between Uni-Marts and Dealer (the "Lease"), for certain space located at the Property. 3. Trademark and Licensing Agreement by and between Uni-Marts and Dealer pertaining to the Property. 4. Environmental Indemnity and Service Agreement by and between Uni-Marts and Dealer pertaining to the Property 5. Roof Maintenance Agreement by and between Uni -Marts and Dealer pertaining to the Property. 6. ATM Servicing Agreement by and between Uni-Marts and Dealer pertaining to the Property. 7. Fuel Supply Agreement by and between Uni-Marts and Dealer respecting fuel sales on the Property. 8, Commodity Schedule - Motor Fuels by and between Uni-Marts and Dealer. 9. Commodity Schedule - Kerosene by and between Uni-Marts and Dealer. 10. Collateral Deposit Agreement. 4}1550! VPOh -11- Exhibit "B" Dealer Agreements (Duplicate page for each site, as needed] Site No.: 94255 Location: 98-100 South 2nd Street West Fairview. PA 17025 County: Cumberland All Dealer Agreements are dated August 3, 2005 unless otherwise specifically specified below. 1. Purchase and Sale Agreement dated June 8, 2005 between Saima International, Inc. and Uni-Marts, as amended (the "PSA"). 2. Lease Agreement by and between Uni-Marts and Dealer (the "Lease"), for certain space located at the Property. 3. Trademark and Licensing Agreement by and between Uni-Marts and Dealer pertaining to the Property. 4. Environmental Indemnity and Service Agreement by and between Uni-Marts and Dealer pertaining to the Property 5. Roof Maintenance Agreement by and between Uni-Marts and Dealer pertaining to the Property. 5. ATM Servicing Agreement by and between Uni-Marts and Dealer pertaining to the property. 7. Fuel Supply Agreement by and between Uni-Marts and Dealer respecting fuel sales on the Property. 8. Commodity Schedule - Motor Fuels by and between Uni-Marts and Dealer. 9. Commodity Schedule - Kerosene by and between Uni-Marts and Dealer. 10. Collateral Deposit Agreement. 9315M.4.%W -12- Exhibit "B" Dealer Agreements [Duplicate page for each site, as needed] Site No.: 94905 Location: 350 North Main Street Mercersburg, PA 17236 County: Franklin All Dealer Agreements are dated June 8, 2005 unless otherwise specifically specified below. 1. Purchase and Sale Agreement dated March 31, 2005 between Saima International, Inc. and Uni-Marts, as amended (the "PSA"). 2. Lease Agreement by and between Uni-Marts and Dealer (the "Lease"), for certain space located at the Property. 3. Trademark and Licensing Agreement by and between Uni-Marts and Dealer pertaining to the Property. 4. Environmental Indemnity and Service Agreement by and between Uni-Marts and Dealer pertaining to the Property 5. Roof Maintenance Agreement by and between Uni-Marts and Dealer pertaining to the Property. 6. ATM Servicing Agreement by and between Uni-Marts and Dealer pertaining to the Property. 7. Fuel Supply Agreement by and between Uni-Marts and Dealer respecting fuel sales on the Property. 8. Commodity Schedule - Motor Fuels by and between Uni-Marts and Dealer. 9. Commodity Schedule - Kerosene by and between Uni-Marts and Dealer. 10. Collateral Deposit Agreement. 91 1570 4 6122/06 -13- Exhibit "C" Slike Sites Site No.: 94249 Location: 6896 Carlisle Pike New Kingston, PA 17055 County: Cumberland Site No.: 94251 Location: 424 North Baltimore Street Mt. Holly Springs, PA 17065 County: Cumberland Site No.: 94255 Location: 98-100 South 2nd Street West Fairview, PA 17025 County: Cumberland 931530.4 6122/06 -14- Exhibit "D" Sublease Form 931530.4 622106 -15- Saima International, Inc. Consent to Sublease Agreement with Uni-Marts, LLC Dated May 23, 2006 FOR STORES: 94232 (Original Agreement) 94234 94249 94251 94255 94905 IC/29/2006 16:55 +732311188 Site No.: 04251 Location: 424 North Baltimore Strect ML Holly Springs, PA 17065 Canty: Cumberland FRANZBLAU PAGE 01 CONSENTTO AWGNMEW AGREEMENT /Jcrv?c THIS CO ENT TO ASSIGNMENT AGREEMENT (this "Agreement") is made as of the L.._ day of by and between Uni-Mans, LLC, a Pamsylvwga limited liability company ("Uni-Maft"? Rkhard and Kyong, Inc., a (the "Assignor"), Sai)na Intervationalr I > a (mac "AsWBwn? wd --- ?fi}} ,6`1? • a (the "New Guarantor'). Uni-Marts is the owner or Smund lessee of a certain property located at the location set forth above (the "Property"). Uni-Marts leases (or subleases, as the case may be) the Property to Assignor pumice d to a certain lease or sabbxw agreement more particularly described in Exhi t "A" attached haft (the "Leaw"). UW-Marts and Assignor are also parties to certain other agreements pertaining to the Property or the operation of a bus limos at the Property by Assignor (the "Business"), also listed in Exhibit "A". The Lease and other agreements listed in Exhibit "A" we refereed to herein as the "Dealer Agreements". Assignor deem to transfer the Business to Assignee and Assignee desires to acquire the Business (such transaction, the "Transfer"). In connection with the Transfe r, Assignor desires to assign, and Assignee desires to assunr, the Dealer Ap mne nts, as of the date of the Traoafer (the "Assignment"); provided, however, sliest as to the Old Note (defined in Exhibit "A"), the Ott shell be effectunted by means of exectdon of a replacement note by Assignee in accmd nee with the provisions of Section 1(e) hereof. Uni-Marts is willing to a msent to the Assignment, subject to the terms and conditions contained herein. NOW, THEE FORE, for and in consideration of the covenants and agreements set forth in this Agreement, and for other good and valiable consideration, the receipt and sufficiency of which, are hereby aclmowiedged, the parties herieto, intending to be legally bound, agree as follows: 1. ConseNt. Uni-Marts hereby consents to the Assigment, subject to satisfaction of ft following conditions. a Assignor shall give Uni-Marts not less than five (5) business days notice of the proposed date of the Transfer, or any revised Tramfer date. The actual date of the Transfer is m*rred to herein as the "Transfer Date". 1P/26/2005 16:55 t7323111BB FRANZBLAU PAGE e2 b. Assignor shall provide to Uni-Marts, IIot Iess than three (3) business days prior to the Transfer Date, drafts of the following documents for Um-Marts' review and approval (the "Assignment Documents"): 1. an Assignment and Assumption of Lem Agreement providing for the unconditional assumption by Assignee of all obligations under the Lease; ii. an Aw4pment and Assumption of the other Dealer Agreements (other than the Old Note), providing for the unconditional assumption by Assignee of all obligations under such other Dealer Agreements; and iii. such other docurowts as Uni-Mauna may ressombly request, if any. C. Assignor and Assignee shill provide to Uni--Marts ail kftn atioo that it requires to transfer accounts and otherwise effectuate the A eot, and shell cooperate with any on-site activities by U&Marts required in connection themwith, either before or after the Transfer Date. d. On or before the Transfer Date, Assigrhec obtain all permits and approvals necessary to operate the Business and perform Assignor's obligadoes under the Dealer Agreetnents and, if requested by Uni-Marts, provide evidence thereof to Uni-Marts. e. On or before the Transfer Date, Assignor shall deliver to Uni-Marts (which delivery may be via facsimile or electronic PDF) copies of the following documents: L My executed copies of the Assignmer t Documents, dated as of the Transfer Date, in !forms reasonably satisfactory to Uni-Marts; ii. a note awcutad by Assignee, dated as of the Transfer Date, in the form attached hereto as Exhibit "B", in an amount equal. to the amount outstanding under the Old Note as of the Transfer Date (the "New Note"); and iii. a guaranty and suretyship Agreement signed by the New Guarantor in the form attached hereto as Exhibit "C" (the "New Guaranty"). E Within two (2) bu9iness days after the Transfer Irate, Assipm shall deliver the original New Note and New Clhharanty to Uni-Marta. Upon receipt ther+eot Uri-Marts shall cancel the Old Now. g- In the event the above conditions shall not be sate' rvd within forty-five (45) days after the daft hereof, this Agreement shall be null and void and of no further force or effect. - b. Netwithstandirt,g anything to the contrary contained herein or in any other documnrt, in the event that the Assignor has been granted an option, right of first offer or right of fl* 1tefiLmd to purchase the Property, such opti m or right is terminated as of the Transtbr Date. 2. Effed of Consent. XI I MUM -2- 10/26/2005 16:55 t732311160 FRANZBLAU PAGE .03 This Agreement shall not operate to modify or amend any of the provisions of the Dealer Agtreoments, not shall it be deemed to constitute a consent by Uni-Marts to any Alft" assignment of the Dealer Agreements. 3. Coafessioa of Judgment. Assignee acknowledges that the Leese contains warrants of attorney to confess judgment provisions and hereby e q nssly asnintes and agrees to be bound by such provisions. as if Assipee were the original tenant under the Lease. Assignee represents that it has My reviewed the afaressid war roots of attorney to oonfeas judgnients with its own counsel and that it undergands the meaning and ramifications of these warrants of adtrnnney to confess judgmerA3. 4. IadeannHitativs. Assignor and Assignee jointly and severally hereby indemnify Utu-Marts against and agree to hold Uni--Marts harmless f i n and against any and all claims, damees, judgments, suits, liabilities, losses, cogs and *proses. (including without limier, nO nreys frees and court cogs) suffered or incurred by or brought ageing Uri-Marts and arising out of or connected with the Assignment or any related agreentem or dealings, inucludiag, without limitation, claims by any broker or finder for a commission, finder's fee or lice payment, in eorureetion with the Assignment. & Estoppel. Assignor' and Assignee acknowledge that sa of the date of this Agreemat (a) there is no default or failure on the part of Uni-Marts in the performance of its obligations under the Dealer Agreements, and (b) neither Assipor nor Assignee has any defense, offset, claim or counterclaim under the Lease or otherwise against Uni-Marts. 6. Nofitc s. Any notices required or permitted to be given under this Agreement shall be given in writing and shall be delivered (a) in person, (b) by a conune+rcial overnight courier that guarantees tort day delivery and provides a rexipt; or (c) by legible facsimile (followed by hard copy genre ooncrrnerttly with sash facsimile, in accordance with preceding sulmoefions (a) or (b)), and such notices shall be addressed as follows: If to Assigner. Richard and Kyoqg, Inc. 608 One Montgomery Plaza Norristown, PA 19401 Facsizm:le No.: '7'%7-as'sr ??j7 $"M.l loam 10/26/2005 16:55 t732311160 FRANMAU PACE e4 If to Assignee: Saima International, Inc. 350 North Main Strreet E rn? a No.: 3 If to Uni-Marts: Uni-Marts LLC 477 Eat Beaver Avenue State College, PA 16801 Attn: Paul Levinsohn Facsimile No.: (814) 234-3277 or to such other address as the intended recipient way from time to time specify in writing t0 the other parties- Any notice shall be effective only upon receipt (or refLsal by the intiended recipient to accept delivery). Notice given by tcsimile shall be effective upon receipt of such f maimile (subject to the r,equhunent tbaot hard copy be sent c oncurnently in accordance with this Section); however, if the bcsimile is received after 5:00 pm. prevailing local time at the place of receipt, notice by fimsimile shall nvt be effective unW the next business day. 7. Mbcallaneoae. a. This .A,gmement shall be binding upon aid in to the benefit of the parties hem-to and their rzgwWvc succ - i i m , arxi assigns, subject to all ram ictiona contained in the Lease and this Agreement with respect to assignment, WAsesing and other uwafers, b. The headings and cations in this Agreement are inserted for eowndenm of refiereace only and in no way define, desen'be or limit the scope or inh tt of this Agreement or any of its provisions. Where the context so requires, the use of tote singular shall hwlu a the plural and vice versa and the use of the rrrawdine shall include the f milydue said the neuter. C. This Agreement shall be governed by and core hued in accordance with the laws of the Commonwealth of Pennsylvania. d. Neither this Agmement nor any nie mrandm or short form thereof may be reoordod by Assignor or Assignee. e. This Agreenxu maybe executed in two or mare eonnsatpax Cach of which shall be deemed an original, but all of which Wren together shell constitute one and the same irmtrnrncnt. L This Agreement aril the Exhibits attached to this Agreement contain the final and entire agreement among the parties with respect to the subject matter hereof sad are "Mt 101200 4- 10/26/2005 16:55 t732311160 FRANzsLau PAGE e5 intemded to be an integration of all prior negotiations and understandings. No change or modification to this Agreement shall be valid unless the same is in writing and signed by the parties to this Agreement. g- If any provision of this Agreement, or the application &woof my person, place or circumstance, shall be Wid by a taut of competw jurisdiction to be invalid, or void, the remainder of this Agreement and such provisions as applied to Other persons, places and cim mstaaces shall remain in full force and effect. h. Assignor, Assn pee and New Guaramor represent that they have the full authority to enter into and perform this Ag eemem and their obligations thereunder, Arid that they have obtained all consents from other parties that may be necessary. Otanaoader of page intentionally left blank.] ,o+omo.I INMW -5- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. UNI-MARTS, LLC By: Print Name• Title: ASSIGNOR: RICHARD AND KYONG, INC. By: fw?- Print Name: Title. ASSIGNEE: SAIMA INTERNATIONAL, C. 1 By: V, Print Name: J --T-A Z- GC /* Title: P Es/ OF NT SM90.1 loll" 10/26/2005 16:55 t732311160 FWBLAU PAGE 97 Penult "A' Site No.: 04251 Location: 424 North Baltimore Street Mt Holly Spritags, PA 17065 County: Cumberland 1. Lease Agieem att, dated) 2005, by and between Usti-Marts and Assignor (the "Lease"), four certain space located at tine Property. 2. Fuel Supply Agreement, dated Ju 2005, by and between Uni-Marts and Assignor (the "Fuel Supply Agreement"), ng fuel asks on the Property. 3. Trademark and Licensing Agreemant by and between UTd--Marto and Assipor dated 31) 2005 peatelaing to the Property. 4. Promissory Note and Security Ag unkent dosed July 19,2W5 in the odgiaal principal amount of $170,000 made by Assignor to benefit Uni-Marts ("Old Note". IMM.1 10aw -7- Site No.: 04251 Location: 424 North Baltimore Street Mt. Holly Springs, PA 17065 County: Cumberland CONSENT TO ASSIGNMENT AGREEMENT THIS CONSENT T SIGN.MENT AGREEMENT (this "Agreement") is made as of the 1 day of ` 5 by and between Uni-Marts, LLC, a Peonsylvania limited liability company ("Uni-Marts'), Richard and Kyong, Inc., a (the "Assignor"), Saima International, Inc., a (the "Assignee"), and a (the "New Guarantor"). Uni-Marts is the owner or ground lessee o£a certain property located at the location set forth above (the "Property"). Unit-Nlarts leases (or subleases, as the case may be) the Property to Assignor pursuant to a certain lease or sublease agreement more particularly described in Exhibit "A" attached hereto (the "Lease'). Uni-Marts and Assignor are also parties to certain other agreements pertaining to the Property or the operation of a business at the Property by Assignor (the "Business"), also listed in Exhibit "A". The Lease and other agreements listed in Exhibit "A" are referred to herein as the "Dealer Agreements". Assignor desires to transfer the Business to Assignee and Assignee desires to acquire the Business (such transaction, the "Transfer"). In connection with the Transfer, Assignor desires to assign, and Assignee desires to assume, the Dealer Agreements, as of the date of the Transfer (the "Assignment"); provided, however, that as to the Old Note (defined in Exhibit "A"), the assignment shall be effectuated by means df execution of a replacement note by Assignee in accordance with the provisions of Section I (e) hereof. Uni-Marts is willing to consent to the Assignment, subject to the terms and conditions contained herein. NOW, THEREFORE, for and in consideration of the covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1.ConsenL Uni-Marts hereby consents to the Assignment, subject to satisfaction of the following conditions. a Assignor shalt give Uni-Marts not less than five (5) business days notice of the proposed date of the Transfer, or any revised Transfer date. The actual 89!A0.1 111WO date of the Transfer is referred to herein as the "Transfer Date". b. Assignor shall provide to Uni-Marts, not less than three (3) business days prior to the Trouser Date, drafts of the following documents for Uni-Marts' review and approval (the "Assignment Documents"): an Assignment and Assumption of Lease Agreement providing for the unconditional assumption by Assignee of all obligations under the Lease; i.i. an Assignment and Assumption of the other Dealer Agreements (other than the Old Note), providing for the unconditional assumption by Assignee of all obligations under such other Dealer Agreements; and iii. such other documents as Uni- Marts may reasonably request, if any. c. Assignor and Assignee shall provide to Uni-Marts all information that it requires to transfer accounts and otherwise effectuate the Assignment, and shall cooperate with any on-site activities by Uni-Marts required in connection therewith, either before or after the Transfer Date, d. On or before the Transfer Date, Assignee obtain all permits and approvals necessary to operate the Business and perform Assignor's obligations under the Dealer Agreements and, if requested by Uni- Marts, provide evidence thereof to Uni-Marts. e. On or before the Transfer Date, Assignor shall deliver to Uni-Marts (which delivery may be via facsimile or electronic PDF) copies of the following documents: 1 11 I V3W fully executed copies of the Assignment Documents, dated as of the Transfer Date, in forms reasouably satisfactory to Uni-Marts; ii. a mote executed by Assignee, dated as of the Transfer Date, in the form attached hereto as Exhibit "13", in an amount equal to the amount outstanding under the Old Note as of the Transfer Date (the "New Note'; and iii. a guaranty and suretyship Agreement signed by the New Guarantor in the form attached hereto as Exhibit "C" (the "New Guaranty"). £ Within two (2) business days after the Transfer Date, Assignee shall deliver the original New Note and New Guaranty to Unix-Marta Upon receipt thereof, Uni-Marts shall cancel the Old Note, g. In the event the above conditions shall not be satisfied within forty-five (45) days after the date hereof this Agreement shall be null and void and of no further force or effect, h. Notwithstanding anything to the contrary contained herein or in any other document, in the event that the Assignor has been granted an option, right of first offer or right of first refusal to purchase the Property, such option or right is terminated as of the Transfer Date. 2Y ffect of Conant. This Agreement shall not operate to modify or amend any of the provisions of the Dealer Agreements, nor shad it be deemed to constitute a consent by Uni-Marts to any future assignment of the Dealer Agreements. 3.Confe Wn of Judgment. "M I I 111V" 91/WiM 21.41 Fax b @ 002/004 Assignee acknowledges that the I..ease contains warrants of anomey to corm judgment provisions and hereby expressly assumes and aging to be bound by such provisions, as if Ass*ee were the original teoset under the I nit Assigmw represents that it has &Uy mviewed the aforesaid waataats of attomey to couSss judgments with its own counal and that it understands the mesa ft and ramifications of there wars wds of Storney to condrss jam, CUdesnniAestion. Assignor and Assignee jointly and severally hereby indemnify Uni-Marts against and agree to hold Uni Mans harmless from and egdast any and afl claims, damages, judpwrit% suits, liabilities, Imes, costs and expenses (includinS without Hmita?tion, attorneys fees and court costs) Safi bred or incurred by or brought spinst Unl•Marts gad arising out of or connected with the Asflgnrraent or any related epreame w or dealings, including. without limitation, claims by any broker or Bader for a o mmission, finder's fee or like payment, in oonnection with the Assignment. S.IEstoppel. Assignor and Assignee acknowledge that as of'the date of this Agreement (it) there is no deft; or Allure on the past of llri-Marta in the performance of its obklgstlons under the Dealer Agreements, and (b) neither AWVor nor Assignee has any dense, offset claim or countaralsim under the Lease or otherwise: against Uni-Mach. 6.Nodces. Any notices required or permitted to be Siven under this Agreement skulk be given in waiting and shall be deliva W (a) in person, (b) by a oommarcial overnight courier that gusrsamm sect day delivery atsd provides a receipt, or (c) by legible fYasimile (fbllowrd by bard copy seat couctinwitiy wi b such fhcshwle, in accordance wM preceding subsections (a) or (b)), and such notices shall be addressed as follows: If to Assignor: Richard and Kyong, Inc. 608 One Montgom Plana N F I Attn: Ifto Assignee: Sairma International, Inc. 350 North Main Street Merowhrg, P? x5 4 lOA0 FaosimUe No.: _ 9 98' PW.1 111M Ifto Uni-Marts: Uni-Marts LLC 477 East Beaver Avenue State College, PA 16801 Attn: Paul Levinsohn Facsimile No.: (814) 2343277 or to such other address as the intended recipient may from time to time specify in writing to the other parties. Any notice shall be effective only upon receipt (or refusal by the intended recipient to accept delivery). Notice given by facsimile shall be effective upon receipt of such facsimile (subject to the requirement that bard copy be sent concunwtly in accordance with this Section), bowever, if the facsimile is received after 5:00 p.m. prevailing local time at the place of receipt, notice by iltesimile shall not be effective until the next business day. 7.Mfimellaneous. a. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, subject to all restrictions contained in the Lease and this Agteameat with respect to assignment, subleasing and other transfers. b. The headings and captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or any of its provisions. Where the context so requires, the use of the singular shall include the phual and vice versa and the use of the masculine shall include the feminine and the neuter. e. This Agreement shall be governed by and constroed in accordance with the laws of the Commonwealth of Pennsylvania, d. Neither this Agreement nor any memorandum or short form thereof may be recorded by Assignor or Assignee. e. This Agreanent may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. f. This Agreement and the Exhibits attached to this Agreement contain the final and entire agreement among the parties with respect to the subject matter hereof and are intended to be an integration of all prior negotiations and understandings. No change or modification to this Agreement shall be valid unless the same is in writing and signed by the parties to this Agreement. g. If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect. h. Assignor, Assignee and New Gumw for represent that they have the &Q authority to after into and perform this Agreement and their obligations thereunder, and that they have obtained all consents from other parties that may be necessary. [Remainder of page intentionally left blank) 04/12/2010 21 42 FVI IZ043/004 IN WrMSS WHICREOP, the parties havto have a muted this Agremnm on the day and you Brat above written. tfitt,mj?RTS, = By: Print Name: Tide:- ASSIGNOR: RICHARD AND KYONG, INC. (Pdt Nam: Title: ('') t w /.n try ASSIGNEE: SAIMMA WMNATIONAL, INC. >3 Pratt Name: I A. 4 Tide: t>, R lEsin l:m; Exhibit "A" Site No.: 04251 Location: 424 North Baltimore Street Mt. Holly Springs, PA 17065 County: Cumberland 1. Lease Agreement, dated 2005, by and between Uti Marts and Assignor (the "Lease"), for certain space located at the Property. 2. Fuel Supply Agreement, dated 2005, by and between Uni-Marts and Assignor (the "Fuel Supply Agreement''), respecting Reel sales on the Property. 3. Trademark and Licensing Agreement by and between Uni-Marts and Assignor dated 2005 pertaining to the Property. 4. Promissory Note and Security Agreement dated July 19, 2005 in the original principal amount of $170,000 made by Assignor to benefit Uni-Marts ("Old Note'). tmwa ILIUM Exhibit D FUEL SUPPLY AGREEMENT THIS AGREEMENT, made thisl I V ofw ?ll , 2005 by and between UNI-MARTS, LLC, a Pennsylvania limited liability company, with its principal place of business at 477 East Beaver Ave., State College, PA ("Seller") and RICHARD AND KYONG, INC., a Pennsylvania corporation ("Buyer"), having its principal place of business at 608 One Montgomery Plaza, Norristown, PA 19401, with regard to the operating location at 424 North Baltimore Street, Mt. Holly Springs, PA 17065 (hereinafter called the "Marketing Premises"). 1. Products; Quantities. Seller shall sell, and Buyer shall purchase and accept from Seller, such quantities of motor fuels as Buyer shall order from time to time during the term of this Agreement for delivery at the Marketing Premises. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the motor fuel products covered by this Agreement in the quantities shown on the Commodity Schedule, attached hereto. If Buyer requests deliveries of motor fuels in excess of the maximum quantity set forth on the Commodity Schedule, Seller may elect to accept such requests where, in its sole discretion, Seller determines such additional quantities are available. However, Seller is in no way obligated to provide any motor fuels deliveries in excess of the maximum quantities set forth on Commodity Schedule. Any sale of motor fuels in excess of the quantities specified herein shall be subject to the terms and conditions set forth herein. In the event that Seller is unable to furnish all of Buyer's motor fuel requirements at any time, Buyer may, during the period of Seller's inability to perform, purchase motor fuel from other sources, provided that Buyer commits no commingling or misbranding. Buyer's obligation to purchase motor fuels as provided herein may be reduced, at the sole option of the Seller, if the underground storage tanks of the Marketing Premises are repaired or replaced. 607772.96@7/05 Any petroleum products purchased by Buyer from Seller (except motor fuel products specifically covered by another Agreement between Buyer and Seller), including petroleum products not listed above, shall be covered by the terms and conditions of this Agreement. Nothing herein contained shall be construed as a waiver of any law, ordinance, lease and/or agreement prohibiting use of EXXON owned and/or EXXON-branded dispensing facilities for the storage and sale of other than EXXON-brand products. Motor fuel products, grades, trademarks and packaging shall be similar to those marketed and used by Seller at times of deliveries with similarly branded dealers in Buyer's area, all as determined by Seller. Seller may, at any time or from time to time, change the grade, brand name, or other distinctive designation of any motor fuel product herein listed, and such motor fuel products as so changed shall remain subject to this Agreement. Seller shall have the right to change the fuel brand covered by this Agreement at any time, in which event all references to EXXON shall be deemed to refer to the new fuel brand at the time of this Agreement. 2. Term. Unless sooner terminated as hereinafter provided, the term of this Agreement shall be for a period of ten (10) years from (i) the closing date of Buyer's purchase of the Marketing Premises, or (ii) any re-imaging or rebranding of the Marketing Premises ("Re- Imaging") during Buyer's occupancy thereof, whichever is later (the "Initial Term"). The Initial Term shall automatically be extended until such time as Buyer has fulfilled its obligation, if any, of selling the total number of motor fuel product gallons during the Initial Term of this Agreement as stated in the Commodity Schedule. Buyer may elect not to renew this Agreement after the Initial Term by providing written notice to Seller of such election at least ninety (90) days prior to the end of the Initial Term (the "Termination Notice"). If Seller does not receive the Termination Notice by the required date, this Agreement shall automatically renew for a 11-22-02 2 607772.9 6/27M period of ten (10) years from (i) the expiration of the Initial Term, or (ii) any Re-Imaging of the Marketing Premises during Buyer's occupancy thereof following the Initial Term, whichever is later (the "Renewal Term"). If Buyer delivers a Termination Notice to Seller during the Initial Term, Seller and Buyer agree to negotiate for a period of thirty (30) days in good faith, to enter into a new Fuel Supply Agreement. If Seller and Buyer are unable to reach an agreement during such period of time to their mutual satisfaction, then Buyer may enter into a fuel supply agreement with an unaffiliated alternative provider (the "Alternative Agreement"). Prior to Buyer executing any Alternative Agreement, however, Buyer must provide Seller with a copy of the Alternative Agreement and allow Seller an opportunity to enter into an agreement with Buyer on the same business terms as the Alternative Agreement. Seller shall have ten (10) working days from the date of its receipt of the Alternative Agreement to notify Buyer of its acceptance of any such offer. If Seller does not so elect within the 10-day period, Buyer may, within a period of ten (10) working days thereafter, enter into the Alternative Agreement. As a condition to Buyer's execution of an Alternative Agreement, Buyer must sign an agreement satisfactory to Seller which indemnifies Seller from any environmental liability from the use and/or possible misuse of the underground storage tanks by any alternative fuel supply company (and such indemnification shall be in addition to the environmental indemnifications made by Buyer to Seller under the Lease Agreement between Seller and Buyer of even date herewith (the "Lease Agreement")). 3. Prices, Terms. Deliveries. The Buyer will purchase motor fuel products from the Seller as defined in the attached Commodity Schedule. Deliveries shall be made at the Marketing Premises and shall be promptly received by Buyer. Payment terms for each delivery 11-22-02 3 607772.9 6127/05 are set forth on the Commodity Schedule. 4. Trademarks, Brand Names. During the term of this Agreement Buyer shall have the right to use EXXON trademarks and brand names in accordance with EXXON specifications, allowances and provisions set forth in the agreement between EXXON and Seller. In the event EXXON requires image improvements or changes (e.g., canopies, dispensers, signs, etc.), Seller and Buyer shall equally share the cost of such image improvements (the "Re-Imaging") and extend the term of this Agreement by the appropriate number of years to cover any such payments and/or costs (provided that Buyer remains the tenant under the Lease Agreement during such extension period). Buyer shall not mix, blend, commingle or adulterate Seller's motor fuel products with any other motor fuel or substance. Motor fuels dispensed from equipment bearing the EXXON identification shall be EXXON motor fuel purchased from and delivered by Seller. Buyer will not remove, alter or de-brand the EXXON identification from the dispensing equipment, except as otherwise provided in paragraph 1. Any violation of the provisions of this paragraph by Buyer shall constitute a default under this Agreement and shall give Seller the right to immediately terminate this Agreement. During the term of this Agreement, Buyer must continually have available for sale to the public a representative amount of the EXXON motor fuels through dispensing equipment bearing the EXXON names. "Representative amount" means a sufficient supply of each grade and type of motor fuel so that Buyer shall at no time be out of and always have each grade and type available for sale. In addition, if Buyer fails to meet Seller's minimum standards as set forth in paragraph 7, or if the Marketing Premises are unopened or abandoned for a period of thirty (30) days, Seller shall have the right to terminate this Agreement. In the event this Agreement is 11-22-02 4 607772.9 6/27105 terminated, (a) Buyer's right to use of EXXON color scheme, trademarks, brand names, slogans, and advertising shall cease; (b) Buyer shall return to Seller all such advertising and promotional material in Buyer's possession; (c) the Marketing Premises must be de-identified and Buyer will bear the expense of any de-identification, which would include payment to EXXON for any unamortized portion of Seller's imaging funds; and (d) Buyer hereby grants Seller and its contractors permission to enter upon the Marketing Premises to the extent necessary to complete such de-identification.. Buyer acknowledges and recognizes that injunctive relief is essential for the adequate remedy of any violation of the provisions of this paragraph 4 by Buyer. Buyer further agrees to pay Seller's reasonable attorney fees in the event the same has been initiated by Seller or EXXON to enforce any of the provisions of this paragraph 5. Product Quality Control. Buyer shall protect the quality of motor products delivered to the Marketing Premises by the Seller. The Buyer shall inspect storage tanks daily for water accumulation and shall notify the Seller immediately if water exceeds three-fourths of an inch depth for any tank. The Seller may refuse to make motor fuel deliveries into such a storage tank or tanks until the problem is corrected. Buyer shall monitor inventory of underground tanks daily, and reconcile inventory records at least daily. Buyer shall also keep a daily log of all underground tank inventory readings. The Buyer shall accept all deliveries of motor fuel products as recorded on the terminal bill of lading. The sale and distribution of motor fuels is subject to state and federal regulation and the Clean Air Act. This obligation addresses both the role of the Seller and Buyer in handling motor fuel products. Seller certifies that the motor fuel products delivered will, at the time of delivery, meet or exceed the specifications under applicable governmental regulations. The Buyer hereby covenants and agrees that the Buyer will exercise the highest degree of care and diligence in the 11-22-02 5 60777216/27/05 handling, storing and sale of motor fuels. Buyer shall not cause or condone any contamination, mixing or adulteration of Seller's motor fuel products. Buyer shall immediately notify Seller of any suspicion that the motor fuel products are contaminated in any way. Buyer's failure to prevent contamination of motor fuel products subsequent to delivery shall constitute a default hereunder. Seller shall not be responsible for any damages arising from contaminated motor fuel products unless it is demonstrated by a preponderance of the demonstrable evidence that Seller's motor fuel products delivered to Buyer were contaminated prior to delivery to Buyer. At Seller's request, Buyer agrees to provide Seller with results of any tests of the motor fuel products conducted by or for Buyer and further agrees to permit Seller to conduct any additional tests as Seller may require. 6. Spgcifications: Brand Name. The Seller, at the sole discretion of EXXON at any time during the term of this Agreement, shall have the right to change, alter, amend, or eliminate any of the trade names, trademarks, or brands of petroleum products covered by this Agreement. The Seller, at the sole discretion of EXXON at any time during the term of this Agreement, may also either (a) change or alter the quality, grade, or specifications of any motor fuel products covered by this Agreement or (b) discontinue or reduce the availability of any such motor fuel products. The Seller shall give the Buyer written notice of discontinuance or reduction availability of any motor fuel products covered by this Agreement. 7. Customer Service. Buyer agrees that, while using any trademark, brand name, or other identification of EXXON, Buyer shall: (a) render prompt, fair, courteous and efficient service to Buyer's customers; (b) promptly investigate all customer complaints and make such adjustments that are reasonable and appropriate; (c) maintain the Marketing Premises, which includes maintaining the appearance of the building, painting dispenser islands and curbing twice 11-22-02 6 607772.9 V2710s a year, maintaining any landscaping and maintaining the parking lot (including repair of pot holes and striping of the lot); (d) provide qualified, uniformed attendants to render good service to customers; (e) keep the rest rooms open at all times during business hours and keep such rest rooms clean, sanitary, and furnished with adequate supplies; and (f) not employ or permit any illegal, unethical, deceptive, or unfair practices in conflict with Buyer's business. 8. Hours of Operation. Buyer hereby acknowledges the importance to both parties to operate hours that are competitive and consistent with Seller's strategy to recognize customer convenience. To this end, Buyer will operate the Marketing Premises in the manner required herein, a minimum of 24 hours per day, each day of the week, during the term of this Agreement. 9. Personal Supervision. This Agreement is made on the condition, and with the understanding, that the Marketing Premises will be under the direct, daily, on site supervision of BUYER, who will personally manage and oversee daily operation of the Marketing Premises at least 20 hours per week. 10. Access. Seller and its representatives shall have full and unrestricted rights of ingress and egress at the Marketing Premises, during normal business hours and upon reasonable advance notice, for purpose of providing business counsel, advice, training and inspecting the Marketing Premises and any loaned equipment, performing annual required testing of the tanks and tank lines, to remedy any default by the Buyer hereunder, to assist Buyer in operating the Marketing Premises consistent with the standards provided for herein, to audit and examine Buyer's accounting records, to determine Buyer's compliance with this Agreement, and otherwise to exercise Seller's rights, options and privileges under this Agreement. 11. Financial Statements. Buyer shall provide Seller with financial statements and other information relative to Buyer's creditworthiness, when requested by Seller. Buyer 11-22-02 7 607772.9 627105 represents that such information will be prepared in accordance with generally accepted accounting principles and practices, consistently applied, fairly and accurately reflecting Buyer's financial position, and may be relied upon by Seller in doing business with, and in extending credit to, Buyer. 12. Deliveries. The Marketing Premises is the delivery point for all motor fuel products sold by Seller to Buyer. Seller is not required to deliver less than 100% of capacity of truck used for delivery of motor fuels to Buyer. Seller may impose, and Buyer shall pay handling charges as determined by Seller, for deliveries of less than 100% of capacity of truck, and for deliveries made at Buyer's request that are not in accordance with Seller's normal delivery practices. Buyer grants the Seller the right to deliver motor fuel products during Buyer's normal operating hours, and at other times upon payment of delivery surcharges as set forth in the Commodity Schedule. Buyer shall notify Seller immediately of any changes in Buyer's normal operating hours. Seller will not deliver motor fuel products into any storage system that does not adequately protect against spill and overfill or is unfit or unsafe for the storage or handling of motor fuels in Seller's reasonable judgment. Buyer must protect the storage system from unsafe conditions, and Buyer is solely responsible for all damages to persons or property that in any way result from Buyer's failure to protect the storage system (except for Seller's obligations with respect to the underground storage tanks as set forth in the Environmental Indemnity and Service Agreement between Seller and Buyer). Buyer shall be responsible to ensure that the storage system will take the volume of motor fuels ordered and shall employ good management practices to prevent spill and overfill discharges of motor fuel products at the Marketing Premises. 13. Compliance with Laws. Seller shall be responsible for compliance with all laws 11-22-02 g 607772.9 6/27/05 and regulations pertaining to underground storage tanks, including obtaining all necessary registrations, licenses and permits, to the extent set forth in the Environmental Indemnity and Service Agreement between Seller and Buyer. Buyer shall be solely responsible for complying with all applicable laws, regulations and rules of all governmental authorities regarding: a. reporting and paying all taxes. b. maintenance and cleanliness of the Marketing Premises. C. compliance with laws pertaining to the hiring, discharge and compensation of employees. d. compliance with US Department of Labor Regulations. e. polluting water, ground and air with any substance or product. f. waste handling. g. vapor recovery equipment. h. posting and certifying of required octane and motor fuel requirements. i. the Clean Air Act. 14. Claims: Bar Date; Damages Release. Seller shall have no liability to Buyer for any alleged defect in quality or errors in quantity of any motor fuel products delivered ("Claim") unless (A) Buyer gives Seller written notice of Buyer's Claim within: (i) two (2) business days after delivery for errors in quantity of products or (ii) within four (4) business days after discovery of alleged quality deficiencies; and (B) with respect to quality Claims, Buyer provides Seller with reasonable opportunity to inspect the motor fuel products and take test samples. Any other Claim by Buyer of any kind, based on or arising out of this Agreement or otherwise, shall be waived and barred unless Seller is given written notice within ninety (90) days after the event, action or inaction to which such Claim relates. In no event shall Seller be liable for lost profits 11-22-02 9 607777.9 6/27/05 or for special, indirect or consequential damages, except as otherwise provided by applicable law. 15. Force Majeure. Seller shall be excused from delay or nonperformance hereunder if it is unable to meet Buyer's demand for motor fuel products if EXXON has diverted certain supplies from such distribution points in order to alleviate shortages at other distribution points or has otherwise exhausted or reduced the availability of motor fuel products. Either party shall be excused from delay or nonperformance in the event of any condition whatsoever beyond said party's reasonable control, including without limitation, unavailability, failure, or delay of transportation; Acts of God; labor difficulties; explosions; storms; breakdown of machinery or equipment; fire; riot, terrorist or war conditions in this or any other country; or compliance with any law or governmental order, regulation recommendation, request or allocation program (whether voluntary or involuntary), which directly or indirectly affects said party's ability to perform hereunder. In the event of any of the conditions referred to in the paragraph above, Seller shall have the right to curtail deliveries or allocate its supply of motor fuel products for sale among its customers in any manner, which, in its sole discretion, it determines to be fair and reasonable under the circumstances, and shall not be obligated to obtain or purchase other supplies of motor fuel products or to in any way make up any motor fuel products not delivered. Buyer shall not hold Seller responsible in any manner for any losses or damages suffered by Buyer as a result of any such curtailment or allocation by Seller. 16. Indemnity. Buyer shall defend, indemnify and hold Seller, its agents, servants, employees, successors, and assigns, harmless from and against any fines, penalties, charges, or expense, for violation of any law, ordinance or regulation, caused by any act or omission, 11-22-02 10 607772.9 6/27(05 whether negligent or otherwise, of Buyer or its agents, servants, or employees. Seller shall defend, indemnify and hold Buyer, its agents, servants, employees, successors, and assigns, harmless from and against any fines, penalties, charges, or expenses, for violation of any law, ordinance or regulation, caused by any act or omission, whether negligent or otherwise, of Seller or its agents, servants, or employees. 17. Expenses, Permits. Except as otherwise provided in this Agreement, Buyer shall pay all expenses, taxes, and fees in connection with the maintenance and operation of the Marketing Premises and the business conducted thereon, and shall comply with all applicable governmental laws and regulations. Such expenses shall include a monthly fee imposed by Seller for Buyer's access to and use of the POS network, if applicable. Seller and Buyer shall pay for the expenses and fees of permits and licenses as provided in the Lease Agreement. 18. Default Termination, Non-Renewal: Notice, Right of Termination Due to Governmental Rights. (a) Default. If Buyer is in default of any terms or conditions hereunder or under the Lease Agreement, Seller may suspend deliveries during such period of default and may terminate or non-renew as provided hereunder or as otherwise provided by law. (b) Termination or Non-Renewal of Agreement and Relationship. (i) This Agreement is subject to and governed by the Petroleum Marketing Practices Act, which is made a part of this Agreement for purposes of expressing the grounds upon which it may be terminated or non-renewed by the Seller. Seller's right to terminate or non-renew under the Act shall be in addition to, and not in extinguishment of, all other rights and remedies provided in favor of Seller by applicable law and this Agreement. Therefore, if Buyer fails substantially to comply with, or violates, any 11-22-02 11 607772.96/27105 material requirement imposed upon the Buyer in this Agreement, Seller may terminate or non-renew as permitted. (ii) Prior to the end of the term of this Agreement, Seller may decide to renew and continue the Agreement, on the basis of proposed changes and additions to the provisions hereof, and shall advise Buyer of same. All such changes and additions proposed by Seller shall be the result of determinations made by Seller in good faith and in the normal course of business. Should the parties fail to agree upon such changes and additions, Seller shall have the right, upon notice to Buyer, to non-renew this Agreement. Should the parties agree upon such changes and additions, the Agreement shall be renewed, subject to and in accordance with the agreed changes and additions, and the execution by both parties of a renewal agreement. (iii) Seller shall have thirty (30) days after termination or non-renewal to enter upon the Buyer's Marketing Premises at any time during normal business hours, for the purposes of taking possession and of removing Seller's loaned equipment, including dispensing equipment, credit card equipment and signs. (c) Notice. Should any circumstance occur constituting grounds for termination or non- renewal of this Agreement, including but not limited to those set forth in subparagraph (a) and (b) of this paragraph 18, Seller shall give Buyer and Buyer's primary lender (if known by Seller) thirty (30) days prior written notice thereof stating the reasons therefor and the date on which termination or non-renewal shall take effect. (d) Right of Termination Due to Government Action. If any federal, state or local government action results in the adoption of orders, rulings, regulations, or laws that (i) significantly alter the reasonable expectations of the parties at the time of entering into this 11-22-02 12 607772.96/27105 Agreement, or (ii) result in the imposition of any obligation upon Buyer to install or construct equipment, facilities, or improvements on the Marketing Premises and, in Buyer's judgment, the cost of installation and construction would be uneconomical, or (iii) modify in any way the present relationship between Seller and EXXON, then either party may terminate this Agreement upon not less than one hundred and eighty (180) days' written notice to the other party. 19. Credit Cards. The terms and conditions for administration of credit cards are set forth on the Commodity Schedule, attached hereto. The Buyer is permitted to accept any credit cards as long as Buyer follows all appropriate EXXON credit card guidelines. The Buyer will be responsible for any chargebacks resulting from non-compliance with the EXXON credit card guidelines. 20. Labeling and Pasting. Buyer shall comply with all health, labeling or pasting requirements of any governmental agency, manufacturer, Seller or the EXXON. 21. Representations and Assurances. Seller has entered into this Agreement in reliance on Buyer's representations to Seller of its desire to operate a retail facility selling EXXON brand products at the Marketing Premises. Furthermore, Buyer represents to Seller that it will conduct its business so as to maintain and enhance the public acceptance of EXXON trademarks and products. Buyer agrees to use its best good faith efforts to promote and maximize the sale of Seller's products, and to refrain from conduct, which will detract from the value of EXXON trademarks. Except as otherwise expressly provided herein, at all times, Buyer shall keep visible and legible EXXON logos, signs, trademarks, and brand names which are affixed to, located upon or associated with pumps, signs, or merchandising equipment used in connection with the sale of EXXON products at Buyer's Marketing Premises. The obligations assumed by Buyer 11-22-02 13 607772.9 6/27105 herein are the very essence of this Agreement, and Buyer's failure or refusal to comply therewith shall constitute grounds for termination or non-renewal of this Agreement. 22. Relationship of Seller and Buyer. Buyer is an independent business, and nothing in this Agreement shall be deemed as creating any right for Seller to exercise any control over, or to direct in any respect, the conduct or management or Buyer's business. Neither Buyer nor any person performing work at the Marketing Premises for, or on behalf of, Buyer shall be deemed an employee or agent for Seller. 23. Notices. All notices hereunder shall be in writing and shall be sent by certified or registered mail, return receipt requested, to the address specified in the opening paragraph of this Agreement, unless changed by either party pursuant to a notice hereunder. Notice shall be deemed given on the date such notice is deposited in the United States mail, postage prepaid and properly addressed. 24. Severability. If any provision of this Agreement, or any portion thereof, or the application thereof to any person or circumstance is determined by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement. 25. Significance of Terms and Conditions. The parties hereto agree that in all respects, the terms and conditions herein are reasonable and of material significance to the relationship of the parties, and any breach of any term or condition by either party shall be conclusively deemed to be material and adverse. 26. Entire Agreement. This instrument, including any documents incorporated hereunder, contains the entire agreement covering the subject matter, and supersedes any prior verbal or written contract, agreement, representation or understanding between the parties 11-22-02 14 6077719 6/27/05 relating to motor fuel supplies to the Marketing Premises. 27. Envoy Training. Buyer shall be required, prior to the commencement of this Agreement, to attend that amount of training on the Envoy system so as to be deemed by Seller competent in its operation. Failure to attend said training may result in the delay of Seller's delivery to Buyer of motor fuel. 28. Miscellaneous. Any attempt to assign this Agreement by Buyer without Seller's prior written consent, which shall not be unreasonably withheld, delayed or conditioned (and in determining whether to grant such consent, Seller may consider the financial condition, reputation and character of the proposed assignee, and its contemplated use of the Marketing Premises), shall constitute a default under this Agreement and any such attempted assignment shall be void. The headings of the paragraphs of the Agreement are for convenience only and in no way limit, amplify or otherwise affect the terms and conditions herein. Seller's right to require strict performance shall not be affected by any previous waiver or course of dealing. No modification of this Agreement shall be binding unless in writing and signed by Seller's and Buyer's authorized representatives. IN WITNESS WHEREOF, the parties hereto, each intending to be legally bound hereby, have executed this Retail Dealer Agreement the date and year first above written. UNI-MARTS LLC WITNESS: BY: BY: 'It 11?? 4V D. 8a1?akian Manager 11-22-02 15 60777.9 6127/05 RICHARD AND KYONG, INC. BY: Richard Baik BY: _ Kyon , aik WITNESS: BY: BY: Cis 11-22-02 16 60777x.96/275 UNI-MARTS, LLC COMMODITY SCHEDULE DATED'"`--, 2005 BUYER/ENTERPRISE NAME: RICHARD AND KYONG, INC. PRODUCTS: MOTOR FUELS DELIVERY POINT: 424 NORTH BALTIMORE STREET, MT. HOLLY SPRINGS, PA 17065 GRADES: ALL GRADES This schedule is attached to and made part of a Fuel Supply Agreement between Buyer and Uni-Marts, LLC (the "Seller") dated It , 2005. 1. uanti . The quantity of Products covered by this Agreement shall be all of Buyer's motor fuel product requirements, but in no case less than a minimum of 1,188,000 gallons per year and a maximum of 1,390,000 gallons per year'. The maximum and minimum figures shall be reviewed annually by Buyer and Seller. If, during any annual period of this Agreement, Buyer fails to purchase the minimum annual quantity set forth in this Commodity Schedule, Buyer shall pay to Seller, within thirty (30) days of the end of such annual period, an amount determined by multiplying two cents ($.02) times the difference between the quantity of gallons actually purchased during such annual period and the minimum annual quantity of gallons as set forth in this Commodity Schedule. 2. Delivery. The Delivery shall be complete on the unloading of the transport truck at the Buyer's Marketing Premises. 5 If a gallonage number is filled in below, Buyer agrees that the Initial Term of the Fuel Supply Agreement shall be extended, if necessary, until Buyer has sold the following total number of motor fuel product gallons at the Marketing Premises: gallons 607721.6 6127/05 3. Price. The price to be paid by Buyer per gallon shall be Seller's tank wagon price, (the "Delivered Price"), which is defined as: (1) EXXON Rack price for the closest terminal that offers the best price as quoted through DTNergy (or similar data service provider), (2) applicable taxes, (3) reasonable hauling charges, which shall not exceed Seller's actual hauling charges, (4) split load charges (if applicable), (5) delivery surcharges for Sunday and holiday deliveries, (6) any applicable state Superfund charges, (7) delivery surcharge for increased fuel cost to hauling company (if applicable), and (8) two cents per gallon. Invoice from Seller to Buyer will set forth the gallons delivered multiplied by the Delivered Price, plus the applicable EFT bank fees (the "Invoice Amount"). 4. Credit Cards. All credit card purchases will be directly credited to Seller by EXXON. Seller will credit Buyer's account by electronic fund transfer ("EFT") into the provided bank account. 5. Deposit. Buyer will deposit with Seller a $25,000 Collateral Deposit in accordance with terms of the attached Collateral Deposit Agreement. 6. Payment Terms. The Buyer will pay 100% of the Invoice Amount, less credit card receipts by Seller for transactions with Buyer through the day before the applicable date of delivery, by EFT from Buyer's provided bank account one day after delivery date for deliveries made on normal business days (Monday through Thursday). For deliveries made on Friday, Saturday, Sunday or a legal holiday, Buyer will pay 95% of the estimated Invoice Amount, less credit card receipts by Seller for transactions with Buyer through Thursday, by EFT on Friday, with the remaining balance EFT'd on the next business day. The EFT will be initiated by the Seller for the total amount due from the Buyer's bank account. Buyer is responsible for all bank fees associated with the EFT. 607724.66127/05 7. Rent Credit. From time to time Seller may receive a cash payment term discount from certain oil companies and/or distribution companies which supply motor fuel products to Seller (the "Cash Payment Discount"). Buyer and Seller acknowledge that they have both also entered into a Lease or Sublease permitting Buyer to occupy the Marketing Premises (the "Property Lease"). Seller agrees to provide a credit equal to any such Cash Payment Discount to Buyer in the form of a credit toward Buyer's immediately succeeding monthly rent obligation under the Property Lease. Any such credit will be accounted for and delivered to Buyer in the form of a notice of credit against the next monthly rent installment due to Seller. In the event that Seller is no longer the landlord at the Marketing Premises, Seller will provide a credit to Buyer on the immediately succeeding Invoice Amount hereunder. IN WITNESS WHEREOF, the parties hereto have executed this Commodity Schedule on the date provided above. By: Its: RICHARD AND KYONG, INC. By: Its: ] By: Its: J 607724.66127/05 UNI-MARTS, LLC COMMODITY SCHEDULE DATED 2005 BUYERIENTERPRISE NAME: RICHARD AND KYONG, INC. PRODUCTS: KEROSENE DELIVERY POINT: 424 NORTH BALTIMORE STREET, MT. HOLLY SPRINGS, PA 17065 This schedule is attached to and made part of a Fuel Supply Agreement between Buyer and Uni-Marts, LLC (the "Seller") dated 2005. 1. uanti . The quantity of Products covered by this Agreement shall be all of Buyer's kerosene product requirements. 2. Delivery. The Delivery shall be complete on the unloading of the tank wagon or transport truck at the Buyer's Marketing Premises. 3. Price. The price to be paid by Buyer per gallon shall be Seller's tank wagon price, (the "Delivered Price"), which is defined as: (1) Seller's Rack price for the closest terminal that offers the best price as quoted through DTNergy (or similar data service provider), (2) applicable taxes, (3) reasonable hauling charges, which shall not exceed Seller's actual hauling charges, (4) split load charges (if applicable), (5) delivery surcharges for Sunday and holiday deliveries, (6) any applicable state Superfund charges, (7) delivery surcharge for increased fuel cost to hauling company (if applicable), and (8) two cents per gallon. Invoice from Seller to Buyer will set forth the gallons delivered multiplied by the Delivered Price, plus the applicable EFT bank fees (the "Invoice Amount"). 607889.2 6127/05 4. Payment Terms. The Buyer will pay 100% of the Invoice Amount, less credit card receipts by Seller for transactions with Buyer through the day before the applicable date of delivery, by EFT from Buyer's provided bank account one day after delivery date for deliveries made on normal business days (Monday through Thursday). For deliveries made on Friday, Saturday, Sunday or a legal holiday, Buyer will pay 95% of the estimated Invoice Amount, less credit card receipts by Seller for transactions with Buyer through Thursday, by EFT on Friday, with the remaining balance EFT'd on the-next business day. The EFT will be initiated by the Seller for the total amount due from the Buyer's bank account. Buyer is responsible for all bank fees associated with the EFT. IN WITNESS WHEREOF, the parties hereto have executed this Commodity Schedule on the date provided above. By: Its: RICHARD AND KYONG, INC. Y: L,? B Its: In11.Pd Le By: Its: r r .' 607969.2 6/27/05 Site No.: 04251 Location: 424 North Baltimore Street Mt Holly Springs PA 17065 County: Cumberland COLLATERAL DEPOSIT AGREEMENT FOR AND IN CONSIDERATION of the mutual benefits accruing and expected to accrue hereunder, UNI-MARTS, LLC of 477 East Beaver Ave., State College, PA ("Seller") and RICHARD AND KYONG, INC., having a place of business at 608 One Montgomery Plaza, Norristown, PA 19401 ("Buyer"), intending to be legally bound, hereby agree as follows: BACKGROUND 1. Seller and Buyer are parties to a Fuel Supply Agreement of even date herewith ("Agreement"), which provides, in part, for the purchase and sale of motor fuel products. 2. Buyer's obligation to pay for motor fuel products purchased from Seller are to be secured by either a Cash Deposit or an Irrevocable Letter of Credit as defined herein (the "Collateral Deposit") in accordance with the terms of the Agreement. 3. The purpose of this Collateral Deposit Agreement is to set forth the terms and conditions of such Collateral Deposit. Terms 1. Buyer has undertaken, and intends to undertake certain and varied financial obligations to the Seller, whereby Buyer will become indebted to Seller from time to time for or on account of the purchase of motor fuel products. 2. In order to secure the prompt and full payment of such indebtedness in accordance with the Agreement, Buyer has deposited with Seller a cash deposit in the amount of $25,000 ("Cash Deposit") at or before signing of the Agreement. In lieu of the Cash Deposit, Buyer may, at its option, provide Seller with an Irrevocable Letter of Credit under terms satisfactory to Seller (the "ILC") and for the benefit of Seller equal to twice the amount of the Cash Deposit at or before signing of the Agreement. Seller in its sole discretion may require the Cash Deposit, or the amount of the ILC, to be increased or decreased during the term of this Agreement due to price fluctuations of motor fuel products. Buyer agrees to fund the additional Cash Deposit or increase/decrease the amount of the ILC within fifteen (15) business days of Seller's written notice to Buyer of any such request. 3. Buyer shall pay to Seller any indebtedness whatsoever, which Buyer owes to Seller, by reason of any obligation now or hereinafter undertaken by Buyer in favor of Seller under the Agreement. 610870.2 027/05 4. The Collateral Deposit shall be held by the Seller as one general continuing collateral security for the discharge and payment of all or any part of any present, past or future obligation, indebtedness or liability of the Buyer to the Seller under the Agreement. 5. Buyer hereby authorizes Seller to apply the Collateral Deposit to payment of any obligation, indebtedness, liability or tax outstanding of Buyer to Seller, or for which Seller may become liable at any time during, or at the end of, the relationship between Buyer and Seller. 6. Seller shall be the sole determiner of disposition of the Collateral Deposit. Seller's disposition of the Collateral Deposit shall not release Buyer from any obligation in Buyer's contractual relationship with Seller. If Buyer shall be in default at any time of requirements set forth in the Agreement, Seller shall have the right, in addition to any other remedy, to correct said default and deduct any cost or expense therewith from the Collateral Deposit. Immediately upon the application of such amount by Seller, Buyer shall pay to Seller an amount equal to that portion so applied so as to restore the Collateral Deposit to the amount set forth above. 7. At the end of the Agreement, including payment of all indebtedness and liabilities due or payable to Seller by Buyer, Seller shall return to Buyer any Collateral Deposit funds or unapplied balance thereof, unless a new Agreement is signed by both parties. IN WITNE$WEREOF, the parties have agreed to the terms of this Collateral Deposit Agreement on this rr y of 2005. By: Its: RICHARD AND KYONG, INC. By: Its: By: Its: 610130.2 6/27/05 Exhibit E Site No.: 04251 Location: 424 North Baltimore Street Mt. Holly Springs, PA 17065 County: Cumberland TRADEMARK LICENSE AGREEMENT This Trademark License Agreement ("Agreement") is made and entered into as of the et day of]V/V 2005, by and between RICHARD AND KYONG, INC., a Pennsylvania corporate n whose business address is 608 One Montgomery Plaza, Norristown, PA 19401 ("Purchaser") and Uni-Marts, LLC, a Pennsylvania limited liability company with its principal place of business located at 477 East Beaver Avenue, State College, Pennsylvania 16801-5690 ("Uni-Marts"). Purchaser acknowledges and agrees that this Agreement is conditioned upon, and shall not be effective until, the closing of the transactions under that certain Purchase and Sale Agreement and Lease or Sublease ("Lease") by and between Uni-Marts and Purchaser (the "Closing"). Now, therefore, Uni-Marts and Purchaser, intending to be legally bound hereby, agree as follows: 1. Definitions. As used herein, "Marks" means the "Uni-Marts" and "Choice Cigarette Discount Outlet" names, logos and certain related trade names, trademarks and logotypes as identified by Uni-Marts in writing from time to time; "Know-How" means certain proprietary approaches, initiatives, methods, procedures, processes, concepts, materials, trade secrets, and know-how of Uni-Marts with respect to operation of convenience stores; and, "Documentation" means the Specifications (as defined herein) and all other instructions, manuals, diagrams and other materials, in whatever medium or format, pertaining to the Marks, Know-How and/or the use thereof. 2. Trademark License. From and after the Closing, Uni-Marts hereby grants Purchaser a non-exclusive, non-transferable, limited license, without the right to sublicense, to use the Marks, the Know-How and the Documentation solely in connection with the operation of the facilities identified above (the "Facilities") and not in connection with any other business or facility or for any other purpose whatsoever (the "Trademark License"). Purchaser may not sell, lease, assign, sublicense or otherwise transfer, in whole or in part, this Agreement, the Trademark License, the Marks, the Know-How, the Documentation or any other Uni-Marts-provided materials, or any licenses or rights granted hereunder without the express written consent of Uni-Marts, which consent shall not be unreasonably withheld (but in determining whether to grant such consent, Uni-Marts may consider the financial condition, reputation and character of the proposed transferee, and its contemplated use of the Facilities). 3. Obli4ations of Purchaser. 610315.16127103 a. In addition to its other obligations set forth herein, during the term of this Agreement, Purchaser shall do each of the following: L use the Marks and the Know-How in strict compliance with all current standards, specifications and procedures of Uni-Marts (the "Specifications"), together with such future modifications to the Specifications as are necessary or desirable for Uni-Marts' business purposes and provided in advance to Purchaser; ii. advertise and promote the Facilities only under the Marks and without any accompanying words or symbols except as approved by Uni-Marts in writing; iii. impose on all signs, advertising and other materials using or incorporating the Marks prepared by or for Purchaser, other than by Uni-Marts (the "Purchaser-Prepared Materials"), the symbol ® or "TM", as the case may be, and cause all such Purchaser-Prepared Materials to use and reproduce the Marks accurately and exactly, in a manner which will best protect Uni-Marts' rights in the Marks; and iv. in all public records and in its relationship with other persons, and on its letterhead and business forms, clearly indicate its independent ownership and operation of the Facilities. b. Purchaser shall not at any time: i. adopt a corporate or other fictitious entity name incorporating, in whole or in part, any of the Marks; ii. lend its name or use any of the Marks, Know-How or Documentation to endorse the products or services of any third parties; iii. represent or hold itself out as an agent, legal representative, partner, subsidiary, joint venturer, associate, affiliate or employee of Uni-Marts; or, iv. operate the Facilities in a way that is damaging to Uni-Marts; that causes any threat or danger to public health or safety; that would tend to bring Uni- Marts or the Marks, Know-How or Documentation into public disrepute, contempt, scandal or ridicule; that would tend to insult or offend the community in which such Facilities are located, or any group or class thereof; or, that would or might adversely affect the relationship between Uni-Marts and its customers and/or Purchasers. C. Uni-Marts shall have the right to enter into and inspect the Facilities, with or without notice, during Purchaser's normal business hours, for the purpose of ascertaining Purchaser's compliance with the terms of this Section 3. 610315.16/27105 -2- 4. Obligations of Uni-Marts. During the term of this Agreement, Uni-Marts shall provide a. use by Purchaser of Uni-Marts' 1-800 support telephone number; and b. access to Purchaser, Purchaser's primary lender for the purchase of the Facilities ("Lender") and (if applicable) the U.S. Small Business Administration ("SBA"), upon request and during regular business hours, to Uni-Marts' pertinent billings and collections records relating to the Payments. 5. Payments. In consideration of the Trademark License and the 1-800 support hereunder, Purchaser shall pay Uni-Marts Two Hundred dollars ($200.00) per Facility per month (the "Payments"). Licensee shall make the Payments to Uni-Marts within ten (10) days after the end of each month for that month. The Payments to Uni-Marts shall be deferred during such period of time as Lender's loan to Purchaser is in default or Lender or the SBA has granted a deferment, but any deferred Payments shall be immediately due and payable to Uni-Marts at the conclusion of such period. 6. Payment: Taxes. Any sum not paid by Purchaser hereunder when due shall bear interest until paid at a rate of 1.5% per month (18% per annum), or the maximum rate permitted by law, whichever is less. Purchaser shall also pay all expenses (including, without limitation, attorneys' fees) actually incurred by Uni-Marts in collecting such payment or otherwise exercising its rights and remedies hereunder. Purchaser acknowledges and agrees that it is not entitled to set-off any monetary claims which it may have against Uni-Marts against the Payments or any other sum which the License is obligated to pay hereunder. 7. Proprietary Rights. a. The Marks are trademarks or registered trademarks of Uni-Marts. Purchaser shall not at any time use any word or mark which is similar to or is likely to be confused with the Marks without Uni-Marts' prior written consent. During the term of this Agreement and thereafter, Purchaser shall not directly or indirectly impugn or contest the validity of or Uni-Marts' ownership of the Marks or take or aid any action whatsoever in derogation of the Marks. Any and all goodwill generated by the use of the Marks will inure solely to the benefit of Uni-Marts. Samples of all Purchaser- Prepared Materials must be submitted to Uni-Marts for written approval prior to use. b. Title to the Know-How and the Documentation, and all modifications, updates and derivative works thereof, whether created by Uni-Marts, 61031$.l 6/27M -3- Purchaser, or any third party, shall at all times remain and vest solely with Uni-Marts. Uni-Marts shall have the exclusive right to patent, copyright, register and protect such materials in Uni-Marts' own name to the exclusion of Purchaser, whose rights thereto are limited to its rights as a Purchaser under this Agreement. Purchaser agrees that it will not claim or assert title to any such materials or attempt to transfer title to same to any third parties. C. Purchaser shall at all times do all acts, and where appropriate refrain from such acts, as may be necessary or appropriate to protect Uni-Marts' proprietary rights in and to the Marks, Know-How and Documentation. Purchaser shall not have, and this Agreement shall not be construed as granting, any right, title or interest in or to any of Uni-Marts' proprietary and intellectual property rights (including patent, trademark, copyright, trade secret and other rights) not expressly licensed to Purchaser under this Agreement. 8. Confidential Information. During the course of the parties' performance hereunder, Purchaser may be given, obtain, or have access to certain information which is confidential and proprietary to Uni-Marts and/or which constitutes trade secrets of Uni-Marts, including, without limitation, the Know-How, Specifications, Documentation and other technical, marketing, sales, operating and cost information and know-how ("Confidential Information"). Confidential Information shall not include any information which i. is or becomes available to the public other than as the consequence of a breach of any obligation of confidentiality; ii. is actually known to or in the possession of Purchaser without any limitation on use or disclosure prior to receipt from Uni-Marts; or iii. is rightfully received from a third party in possession of such information who is not under obligation to Uni-Marts not to disclose the information. Purchaser shall hold in strict confidence and trust all Confidential Information and shall not disclose, sell, rent or otherwise provide or transfer, directly or indirectly, any Confidential Information or anything related to the Confidential Information to third parties, without the prior written consent of Uni-Marts. Purchaser shall use the Confidential Information only in accordance with the terms and provisions of this Agreement, and not for any other purpose whatsoever. Notwithstanding the foregoing, Purchaser will be permitted to disclose Confidential Information pursuant to a court order, government order or any other legal requirement of disclosure if no suitable protective order or equivalent remedy is available, provided that Purchaser gives Uni- Marts written notice of such court order, government order or legal requirement of disclosure immediately upon knowledge thereof and allows Uni-Marts a reasonable opportunity to seek to obtain a protective order or other appropriate remedy prior to 610115.1 6127105 -4- such disclosure to the extent permitted by law, and further provided that Purchaser shall furnish only that portion of the Confidential Information which Purchaser is advised by a written opinion of counsel is legally required. Upon termination of this Agreement, or upon earlier request by Uni-Marts, Purchaser shall promptly return to Uni-Marts or, at Uni-Marts' option, destroy any and all Confidential Information, including all copies or duplicates thereof. 9. Equitable Relief. Purchaser understands that in the event Purchaser fails to comply with the provisions of Sections 2, 3, 7 and 8 hereof, Uni-Marts shall suffer irreparable harm which would not be adequately compensated for by monetary damages alone. Purchaser, therefore, agrees that in the event of a breach or threatened breach of any of such provisions by Purchaser, Uni-Marts shall be entitled to injunctive and/or other preliminary or equitable relief, in addition to any other remedies available at law, without having to prove actual damages or to post a bond. 10. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants that: a. Purchaser is duly organized and validly subsisting under the laws of the state identified above and has the full power and authority to enter into this Agreement; b. the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action by and on behalf of Purchaser, and this Agreement constitutes the valid and binding obligation of Purchaser, enforceable against it in accordance with its terms; C. the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, do not, with or without the giving of notice, the lapse of time or both: result in a violation of Purchaser's organizational documents (where appropriate), ii. contravene or conflict with, or constitute a violation of, any judgment, injunction, order or decree binding upon or applicable to Purchaser, iii. require any consent, approval or other action by any third party, or iv. contravene or conflict with, or constitute a violation of, any agreement to which Purchaser is a party or by which Purchaser is bound. 610315.16/27/05 -5- 11. Acknowledgements. Purchaser and Uni-Marts hereby further acknowledge and agree that the Payments made by Purchaser to Uni-Marts hereunder are solely in consideration of the Trademark License and 1-800 support provided by Uni-Marts hereunder. 12. Term and Termination. a. The term of this Agreement shall be the same as the term of the Lease between Uni-Marts and Purchaser. b. Notwithstanding Section 12.a. hereof, this Agreement may be terminated as follows: i. by either party, in the event the other party has breached a covenant, obligation or warranty under this Agreement and such breach remains uncured for a period of thirty (30) days after notice thereof is sent to such other party and, in the case of Purchaser's default, to Lender and the SBA, who shall have the same opportunity to cure such default; ii. by either party, without notice, in the event the other party ceases to conduct business; iii. by either party, without notice, should the other party admit in writing its inability to pay its debts generally as they become due; make a general assignment for the benefit of creditors; institute proceedings to be adjudicated a voluntary bankrupt, or consent to the filing of a petition of bankruptcy against it; be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; seek reorganization under any bankruptcy act, or consent to the filing of a petition seeking such reorganization; or, have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such party's property or providing for the liquidation of such party's property or business affairs; or iv. by Uni-Marts, immediately upon a breach by Purchaser of Section 2, 3, 7 or 8 hereof. If any applicable law requires a greater notice of the termination of, or the election not to renew, this Agreement, or the taking of some other action with respect to such termination or election not to renew than is required by the Agreement, such requirements of law shall be deemed substituted for the notice requirements contained in this Agreement. C. Upon termination of this Agreement by either party, Purchaser shall immediately pay to Uni-Marts all sums payable under this Agreement, including, without limitation, all Payments accruing through the effective date of termination, without setoff 610315.1 6129105 -6- or reduction of any kind. Termination of this Agreement will terminate the Lease, the Trademark License and all other rights granted by Uni-Marts to Purchaser hereunder. Upon such termination, Purchaser shall immediately cease use of the Marks, return any Uni-Marts-provided materials to Uni-Marts and return to Uni-Marts or, at Uni-Marts' option, destroy all Purchaser-Prepared Materials using or incorporating the Marks. After expiration or termination of this Agreement, Purchaser shall not operate or do business under any name or in any manner or style that might tend to give the general public the impression that it is, either directly or indirectly, associated, affiliated, licensed by or related to Uni-Marts; and upon such expiration or termination, Uni-Marts may, if Purchaser does not do so, execute in Purchaser's name and on its behalf any and all documents necessary or appropriate in Uni-Marts' judgment to end and cause the discontinuance of Purchaser's use of the Marks, and Uni-Marts is hereby irrevocably appointed and designated as Purchaser's attorney-in-fact to do so. d. All provisions hereof that are intended by their terms to survive termination or expiration of this Agreement, including, without limitation, Sections 3.b, 5, 6, 7, 8, 9, 10, 11, 12, 12c, 12d, 13, 14, 15 and 16 hereof, shall survive such termination or expiration. 13. DISCLAIMER OF WARRANTIES' LIMITATION OF LIABILITY. UNI- MARTS SHALL PROVIDE TO PURCHASER CERTAIN WARRANTIES OF TITLE AND OTHER WARRANTIES PURSUANT TO THE PURCHASE AND SALE AGREEMENT AND THE TRANSACTION DOCUMENTS (AS DEFINED IN THE PURCHASE AND SALE AGREEMENT), AND WARRANTIES OF NON-INFRINGEMENT HEREUNDER. UNI-MARTS DOES NOT MAKE ANY, AND HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE TRADEMARK LICENSE, MARKS, KNOW-HOW, SPECIFICATIONS, OR DOCUMENTATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UNI-MARTS BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF INCOME, PROFITS OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR IN CONNECTION WITH THE TRADEMARK LICENSE, MARKS, KNOW-HOW, SPECIFICATIONS, OR DOCUMENTATION, EVEN IF UNI-MARTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNI-MARTS' ENTIRE LIABILITY TO PURCHASER AND/OR ANY THIRD PARTY SHALL BE LIMITED, IN THE AGGREGATE, TO THE PAYMENTS PAID BY PURCHASER HEREUNDER. 14. Infringement Indemnification. Uni-Marts shall indemnify, defend and hold harmless Purchaser from and against any claim by any third party that Purchaser's use of the Marks, Know-How and/or Documentation in accordance with the terms hereof infringes any United States patent, trademark or copyright; provided, however, that Purchaser promptly notifies Uni-Marts of such claim in writing. Uni-Marts shall have the 610] 15.1 6f17105 -7- right to defend and settle any such claim, and Purchaser shall not enter into any settlement or other agreement with respect to same without the prior written consent of Uni-Marts. Purchaser may participate in the defense of such claim at its own expense. 15. Purchaser Indemnification and Insurance. Purchaser shall indemnify, defend and hold harmless Uni-Marts, its officers, managers, members, employees, agents and legal representatives from and against any and all losses, liabilities, claims, actions, damages, demands, costs and expenses (including, without limitation, attorneys' fees and court costs) ("Losses") arising, directly or indirectly, out of or in connection with a. a breach of any representation, warranty or covenant of Purchaser hereunder, b. the operation of the Facilities, c. the preparation, offer for sale or sale of merchandise by Purchaser, or d. any acts or omission of Purchaser, its officers, directors, shareholders, members, managers, partners, employees, agents or contractors. During the term hereof, Purchaser shall procure and maintain in full force and effect comprehensive general liability insurance (including contractual liability insurance sufficient to cover Purchaser's obligations pursuant to this section), statutory workers' compensation and employer's liability insurance, and all other forms of insurance, in such amounts and having such deductibles, as is necessary or appropriate to the operation of Purchaser's business and its performance hereunder, in accordance with all Laws and industry standards. All such policies shall name Uni- Marts as an additional named insured, and shall contain an endorsement requiring the insured and insurer to give Uni-Marts thirty (30) days advance written notice before any termination or cancellation of such policy will be effective. Purchaser shall promptly deliver certificates of all insurance to Uni-Marts, as such insurance is procured or renewed by Purchaser. 16. Miscellaneous. This Agreement is the sole and entire agreement between the parties relating to the subject matter hereof, and supersedes all prior understandings, agreements, and documentation between the parties with respect thereto. This Agreement may be amended only by a written instrument executed by the authorized representatives of both parties. This Agreement shall be interpreted in accordance with the substantive law of the Commonwealth of Pennsylvania, without regard to Pennsylvania's principles regarding conflict of laws. The state and federal courts located in Pennsylvania shall have exclusive jurisdiction over any and all disputes arising out of or in connection with this Agreement, and Purchaser and Uni- 610315.1 6127a5 -8- Marts each hereby consents to the personal jurisdiction of such courts. Uni-Marts and Purchaser are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties hereto. Neither party shall have any power or authority to enter into agreements of any kind on behalf of, or to otherwise bind or obligate, the other party in any manner to any third party. The provisions set forth in this Agreement are for the sole benefit of the parties hereto and their successors and permitted assigns, and they shall not be construed as conferring any rights on any other persons, except as expressly provided in Section 15 hereof. All notices, consents, waivers or other communications which are required or permitted hereunder shall be sufficient if given in writing to the parties at the addresses set forth above (or to such other address as shall be set forth in a notice given in the same manner) and shall be deemed to have been given three (3) business days after mailing if sent by registered or certified mail (postage prepaid), one business day after mailing if sent by overnight mail service, or on the date delivered or transmitted if delivered personally or sent by facsimile transmission (receipt confirmed). Neither party shall by mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party of any provision of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by the other party shall not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of this Agreement. If any provision of this Agreement shall be held illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, the validity of the remaining portions or provisions hereof shall not be affected thereby. This Agreement may be executed in one or more counterpart copies, each of which shall be deemed an original and all of which shall together be deemed to constitute one agreement. IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their duly authorized representatives. UNI-MARTS, LLC By: -- Its: na er RICHARD AND KYONG, INC. ? r By: Its: By: Its: 610715.1 6/27105 -9- Exhibit F r Uni-Marts, LLC Dealer Receivable Store #94251 12/15/10 Description Amount Balance SAM billed D&E 11/1-30/05 1/19/06 16.17 16.17 billed SPRINT 12/1/06-1/3/06 1/19/06 215.67 231.84 MT HOLLY SPRINGS WATER & SEWER billed 12/12/05 2/16/06 612.24 844.08 billed D&E PHONE 1/1-1/31/06 2/16/06 15.01 859.09 billed D&E PHONE 12/1-12/31/05 3/20/06 32.27 891.36 billed D&E PHONE 2/1-2/28/06 3/20/06 19.55 910.91 billed COUNTY/BOROUGH TAX 1/1-12/31/06 5/17/06 937.96 1,848.87 MT HOLLY SPRINGS WATER & SEWER-1 QTR billed 06 5/17/06 677.00 2,525.87 billed D&E PHONE 4/1-4/30/06 5/17/06 5.61 2,531.48 PROPERTY INSURANCE 7/1/05-6/30/06 billed 6/1/06 506.62 3,038.10 billed MT HOLLY SPRINGS WATER & SEWER 6/14/06 8/14/06 355.00 3,393.10 billed SLIKE INSURANCE 8/6/06 9/13/06 510.30 3,903.40 billed SCHOOL TAX 7/1/06-6/11/07 9/13/06 2,657.28 6,560.68 billed MT HOLLY SPRINGS WATER & SEWER 9/27/06 11/15/06 470.00 7,030.68 MT HOLLY SPRINGS WATER & SEWER billed 12/12/06 1/18/07 240.00 7,270.68 billed COUNTY/BOROUGH TAX 1/1-6/11/07 4/25/07 424.44 7,695.12 billed MT HOLLY SPRINGS WATER & SEWER 3/13/07 5/10/07 234.20 7,929.32 ATM COMMISSION-NOV 06 (112.00) 7,817.32 ATM RENT-NOV 06 75.40 7,892.72 TRADEMARK FEE-JUN 07 200.00 8,092.72 JUN 07 LATE RENT PENALTY 433.19 8,525.91 JUN 07 RENT 4,331.94 12,857.85 RETURNED EFT FEE 6/1/07 30.00 12,887.85 FUEL DEPOSIT (25,000.00) (12,112.15) NOTE RECEIVABLE BALANCE 136,590.33 124,478.18 FUEL SHORTFALL 2005-2006 3,335.92 127,814.10 1 3 DEAI..ER BALANCE DUE-GAS DELIVERY DATED 5/11/07 11,941.44 139,755.54 GAS DELIVERY DATED 5/17/07 17,779.18 157,534.72 GAS DELIVERY DATED 5/21/07 22,567.30 180,102.02 GAS DELIVERY DATED 5/25/07 24,642.84 204,744.86 GAS DELIVERY DATED 5/29/07 16,252.94 220,997.80 CREDIT CARDS LESS FEES 5/17-6/6/07 (58,215.14) 162,782.66 RETURNED EFT FEES 5/25,5/29 & 6/4/07 90.00 162,872.66 EXXON NETWORK FEES-MAY 07 140.00 163,012.66 ATM RENT-MAY 07 78.00 163,090.66 ATM COMMISSION-MAY 07 (126.00) 162,964.66 ATM COMMISSION-JUN 07 (14.00) 162,950.66 ATM RENT-JUN 07 28.60 162,979.26 GVNA REBATES-1 ST QTR 07 (177.25) 162,802.01 GVNA REBATES-1 ST QTR 08 (8.10) 162,793.91 FUEL INVENTORY (4,014.69) 158,779.22 SHERIFF'S OFFICE OF CUMBERLAND COUNTY *T.^ C - Ronny R Anderson _ c° -= Sheriff ?kV?t1V.41 4ufrfl/Crfrr? z n Jody S Smith M Chief Deputy Richard W Stewart " 331 z) Solicitor F ,;F . - I€F ? Uni-Marts Liquidation Trust vs. CS Enterprises (et al.) Case Number 2011-4909 SHERIFF'S RETURN OF SERVICE 06/16/2011 01:17 PM - Ronny R. Anderson, Sheriff, who being duly sworn according to law, states that he made a diligent search and inquiry for the within named defendant to wit: Saima International, Inc., but was unable to locate them in his bailiwick. He therefore returns the within Complaint and Notice as not found as to the defendant Saima International, Inc. Deputies were advised Saima International, Inc. is out of business. 06/22/2011 12:34 PM - William Cline, Corporal, who being duly sworn according to law, states that on June 22, 2011 at 1234 hours, he served a true copy of the within Complaint and Notice, upon the within named defendant, to wit: CS Enterprises, by making known unto Corby Sloan, previous Owner of CS Enterprises at 618 W. Pine Street, Mount Holly Springs, Cumberland County, Pennsylvania 17065 its contents and at the same time handing to him personally the said true and correct copy of th ame. WILLIAM CLINE, DEPUTY 06/22/2011 Ronny R. Anderson, Sheriff, who being duly sworn according to law, states that he made a diligent search and inquiry for the within named defendant to wit: Imran Shaikh, but was unable to locate him in his bailiwick. He therefore returns the within Complaint and Notice as not found as to the defendant Imran Shaikh. Request for service at 863 Carlwynne Manore Apartments, Carlisle, Pennsylvania 17013 the Defendant was not found. The Carlisle Postmaster has confirmed Imran Shaikh is not known at this address. SHERIFF COST: $89.00 June 23, 2011 SO ANSWERS, RON R ANDERSON, SHERIFF i,cI Oowty5.nte David D. Buell - Prothonotary Office of the Prothonotary Cum6er(and County, Pennsylvania Kirks. Sohonage, ESQ Solicitor 1196? CIVIL TERM ORDER OF TERMINATION OF COURT CASES AND NOW THIS 28TH DAY OF OCTOBER, 2014, AFTER MAILING NOTICE OF INTENTION TO PROCEED AND RECEIVING NO RESPONSE—THE ABOVE CASE IS HEREBY TERMINATED WITH PREJUDICE IN ACCORDANCE WITH PA R.C.P.230.2. BY THE COURT, DAVID D. BUELL PROTHONOTARY One Courthouse Square 0 Suite100 0 CarGsfe, TA 0 2hone 717 240-6195 0 'Fa., 717 240-6573