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HomeMy WebLinkAbout11-4911SKLAR - MARKIND By: Krista Frankina Fiore I.D. No. 82382 102 Browning Lane Building B, Suite 1 Cherry Hill, NJ 08003 File No.: UM 110066 f L. FILED -O F` J,- t ;A -)N,' c" "F T'IE P 0 1 " I,-„? t vu I1 UN 13 APB 1i: 6,8 'CUMBERLAND CQU f PENNSYLVANIA IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW UNI-MARTS LIQUIDATION TRUST Plaintiff VS. G.S. INTERNATIONAL LLC and SAIMA INTERNATIONAL INC Defendant No. - q111 ?? yr I TERM CIVIL ACTION 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 gy' A v, 04 41* el4h' 13WO *?e?-0&A137 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 provisiones 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, Plaintiff, ) VS. ) Docket No. G.S. International, LLC and ) Saima International, Inc. ) Defendants. 1 COMPLAINT Plaintiff Uni-Marts Liquidation Trust ("Trust"), by its undersigned counsel, sets forth the following as its Complaint against G.S. International, LLC ("G.S. International") and Saima International, Inc. ("Saima"). 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 G.S. International, LLC ("G.S. International") is a limited liability company formed in Pennsylvania with its place of business at 78 Beech Lane, Mercersburg, Pennsylvania 17236, and registered address of 350 North Main Street, Mercersburg, Pennsylvania 17236. 3. Defendant, Saima International, Inc. ("Saima") is a corporation formed in Pennsylvania with its registered address of 1958 Spring Road, Carlisle, Pennsylvania 17013. II. BACKGROUND 4. 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]. 5. 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. 6. The Court confirmed the Plan by order dated December 30, 2009 (the "Confirmation Order") [Docket No. 1425]. 7. 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 8. 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. 9. In accordance with Section 2.1(mm) of the Plan, the Effective Date of the Plan occurred on May 28, 2010 (Docket No. 1603). 10. 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 11. This Court has jurisdiction over this proceeding. 12. Venue is proper in this Court. IV. FACTUAL ALLEGATIONS 13. 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. 14. Saima International, Inc. ("Saima") was one of Uni-Mart's dealers which, on December 1, 2005, entered into an leased (the "Lease") from Uni-Marts certain real property and improvements thereon for Store No. 94905 located at 350 North Main Street, Mercersburg, Pennsylvania 17236 through and until September 29, 2017. A true and correct copy of the Lease is attached hereto as Exhibit A. 15. G.S. International was one of Uni-Marts' dealers, and on July 6, 2006, entered into a Sublease (the "Sublease") with Saima International, Inc., who had leased from Uni-Marts certain real property and improvements thereon for Store No. 94905 located at 350 North Main Street, Mercersburg, Pennsylvania 17236 through and until June 30, 2025. 3 16. Notwithstanding the Sublease, Saima remained bound by the terms of the Lease. 17. Upon signing the Sublease, G.S. International also entered into other certain agreements relating to the property (the "Closing Documents"). By virtue of that certain Closing Notice and Certification, dated July 7, 2006, G.S. International was bound and obligated to perform pursuant to the Closing Documents. A true and correct copy of the Sublease and Closing Documents is attached hereto as Exhibit B. 18. By virtue of the Closing Documents, Saima also entered into an agreement and consent to sublease with Uni-Marts, which whereby Saima was jointly and severally liable with G.S. International pursuant to the Closing Documents in addition to its obligations pursuant to the Lease. (See Exhibits A and B.) 19. By virtue of the Sublease and Closing Documents (See Exhibit B), on July 6, 2006, G.S. International was assigned that certain Fuel Supply Agreement (the "Fuel Supply Agreement") with Uni-Marts by which Uni-Marts agreed to sell and G.S. International agreed to purchase certain quantities of motor fuel products, including a minimum gallon requirement of 1,030,000 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 C. 20. By virtue of the Sublease and Closing Documents (See Exhibit C), G.S. International also entered into that certain Trademark License Agreement (the "Trademark Agreement") with Uni-Marts whereby Uni-Marts granted G.S. International 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 June 30, 2025. A true and correct copy of the Trademark Agreement is attached as Exhibit D. 4 21. Upon information and belief, on June 12, 2007 G.S. International unilaterally closed or abandoned Store No. 94905. 22. Accordingly, as of July 12, 2007, G.S. International has been in default under Sublease, Fuel Supply Agreement and Trademark Agreement and owes the Trust (i) $345,903.30 for rent plus other past due sums including, but not limited to the dealer receivables in the amount of $31,817.75 (See Exhibit E) ("Sublease Defaults"), (ii) $44,100.00 for failure to comply with the Minimum Gallon Requirement under the Fuel Supply Agreement ("Fuel Supply Agreement Defaults") and (iii) $6,000.00 for failure to pay sums due under the Trademark Agreement ("Trademark Defaults", and together with Sublease Defaults and Fuel Supply Agreement Defaults, the "Defaults") 23. Store Number 94905 was sold to Quik Pik on or about December 30, 2009. COUNTI Breach of Contract - Defendant G.S. International 24. The Trust incorporates by reference each of the allegations set forth above in paragraphs 1 through and including 23 of this Complaint. 25. During the term of the Sublease, Uni-Marts performed all of its obligations under the Lease. 26. Uni-Marts performed all of its obligations under the Sublease. 27. G.S. International's Sublease Defaults constituted a material breach of the Sublease. 28. Uni-Marts suffered damages as a result of the Sublease Defaults, and as such G.S. International is liable to the Trust in an amount totaling at least $377,721.05. COUNT II Breach of Contract - Defendant G.S. International 29. The Trust incorporates by reference each of the allegations set forth above in paragraphs 1 through and including 28 of this Complaint. 30. The Fuel Supply Agreement was a valid, enforceable contractual obligation of Defendant G.S. International to Uni-Marts. 31. Uni-Marts performed all of its obligations under the Fuel Supply Agreement. 32. G.S. International's Fuel Supply Agreement Defaults constituted a material breach of the Fuel Supply Agreement. 33. Uni-Marts suffered damages as a result of the Fuel Supply Agreement Defaults, and as such G. S. International is liable to the Trust in an amount totaling at least $44,100.00. COUNT III Breach of Contract - Defendant G.S. International 34. The Trust incorporates by reference each of the allegations set forth above in paragraphs 1 through and including 33 of this Complaint. 35. The Trademark Agreement was a valid, enforceable contractual obligation of Defendant G.S. International to Uni-Marts. 36. Uni-Marts performed all of its obligations under the Trademark Agreement. 37. G.S. International's Trademark Defaults constituted a material breach of the Trademark Agreement. 38. Uni-Marts suffered damages as a result of the Trademark Defaults, and as such G.S. International is liable to the Trust in an amount totaling at least $6,000.00. 6 COUNT IV Breach of Contract - Defendant Saima 39. The Trust incorporates by reference each of the allegations set forth above in paragraphs 1 through and including 38 of this Complaint. 40. As a result of the breaches and defaults by G.S. International under the Sublease, Fuel Supply Agreement and Trademark Agreement, Saima owes the trust for at least $427,821.05, plus its own receivables due under the Lease in the amount of $29,011.61 (See Exhibit E). 41. The Lease, the Sublease and Closing Documents were valid, enforceable contractual obligations of Saima to Uni-Marts. 42. Pursuant to the Lease, Sublease, and Closing Documents, Saima agreed to be primarily liable (as well as jointly and severally liable with G. S. International) to Uni-Marts for G.S. International's payment and performance obligations under the Lease, Fuel Supply Agreement, and Trademark Agreement. 43. Uni-Marts performed all of its obligations under the Lease, Sublease, and Closing Documents. 44. Saima failed or refused to honor the terms of the Lease, Sublease and Closing Documents, which constituted a material breach of the agreement. 45. Accordingly, Saima is primarily liable, as well as jointly and severally liable with G.S. International, to the Trust in an amount totaling at least $427,821.05, plus its own receivables due under the Lease in the amount of $29,011.61 for a total of $456,832.66. COUNT V Attorneys' Fees and Costs 46. The Trust incorporates by reference each of the allegations set forth above in paragraphs 1 through and including 45 of this Complaint. 7 47. Pursuant to the Lease, Sublease, Fuel Supply Agreement, Trademark Agreement, the Trust may recover reasonable attorneys' fees and expenses incurred by the Trust as a result of G.S. International's Defaults. 48. 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 G. S. International in the amount of at least $377,721.05 or such other sum as is determined at trial; b. On Count II, entry of judgment in favor of the Trust and against G. S. International in the amount of at least $44,100.00 or such other sum as is determined at trial; C. On Count III, entry of judgment in favor of the Trust and against G. S. International in the amount of at least $6,000.00 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 $456,832.66. e. On Count V, entry of judgment in favor of the Trust and against Defendants and the for attorneys' fees and expenses incurred in an amount to be determined at trial; and 8 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: Wilmington, Delaware June 10, 2011 -i hA SKLAR -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 9 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: b 0&,/ Krista Frankina Fiore, Esquire File No.: UM 110066 Exhibit A Site No.: 04905 Location: 350 North Main Street Mercersburg, PA 17236 County: Franklin LEASE THIS LEASE (this "Lease") is made as ofJZ,4rle , 2005 (the "Effective Date"), by and between UNI-MARTS, LLC, a Pennsylvania limited liability company ("Lessor'), whose address is 477 East Beaver Avenue; State College, Pennsylvania 16801-5690, and SAIMA INTERNATIONAL, INC., a Pennsylvania corporation ("Lessee"), whose address is 2203 Glen Allen Avenue, Apt T-2, Silver Spring, MD 20906. WITNESSETH: THAT, in consideration of the mutual covenants and agreements herein contained, Lessor and Lessee hereby covenant and agree as follows: 1. Certain Defined Terms. The following terms shall have the following meanings for all purposes of this Lease: "Action" has the meaning set forth in Section 23.A(iv). "Additional Rental" has the meaning set forth in Section 6.B. "Affiliate" or "Affiliates" means any Person which directly or indirectly controls, is under common control with or is controlled by any other Person. For purposes of this definition, "controls", "under common control with", and "controlled by" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or otherwise. "Applicable Regulations" has the meaning set forth in Section 16.A. "Base Annual Rental" means (i) during the first Lease Year, One Hundred Thirty Thousand, Eight Hundred and Eighty-Four Dollars ($130,884.00) per year, and (ii) commencing with the second Lease Year, and each and for every Lease Year thereafter (including the Lessor Extension Period if applicable), an amount equal to the lesser of (a) the Base Annual Rental for the immediately preceding Lease Year multiplied by one hundred two percent (102%) or (b) the Base Annual Rental for the immediately preceding Lease Year multiplied by the CPI Adjustment, but in no event shall Base Annual Rental decline as a result of this calculation. Rental. "Base Monthly Rental" means an amount equal to 1/12 of the applicable Base Annual "Business Day" means a day on which Lessor is open for business other than Saturday, Sunday or a legal holiday, ending at 5:00 p.m. Philadelphia, Pennsylvania time. Fwm 1 $13515.11 61VO5 "Code" means the United States Bankruptcy Code, 11 U.S.C. Sec. 101 et seq., as amended. "Counsel" means legal counsel to Lessee, licensed in the state in which (i) the Premises are located; (ii) Lessee is formed; and (iii) Lessee maintains its principal place of business. "CPI Adjustment" means a fraction, the numerator of which is CPI-U for the calendar month two months prior to the calendar month in which the Effective Date occurs and the denominator of which is the CPI-U for the calendar month which is 14 months prior to the calendar month in which the Effective Date occurs. (For example, if the Effective Date is June 5, 2004, the first CPI Adjustment calculation would consist of the CPI-U for the month of April 2005 divided by the CPI-U for the month of April 2004.) "CPI-U" means the "Consumer Price Index--Not Seasonally Adjusted Northeast Urban Area For All Items For All Urban Consumers (1982-1984=100)," published monthly by the Bureau of Labor Statistics of the United States Department of Labor. If the foregoing index is discontinued, a reasonably comparable index published by the Bureau of Labor Statistics of the United States Department of Labor selected by Lessor shall be used. If the Bureau of Labor Statistics shall no longer maintain statistics on the purchasing power of the consumer dollar, comparable statistics published by a responsible financial periodical or recognized authority reasonably selected by the Lessor shall be used. If the base year "(1982-1984=100)" or other base year used in computing the CPI-U is changed, the figures used in calculating the CPI Adjustment shall be changed accordingly, so that all increases in the CPI-U are taken into account notwithstanding any such change in the base year. "De Minimis Amounts" shall mean, with respect to any given level of Hazardous Materials or Regulated Substances, that level or quantity of Hazardous Materials or Regulated Substances in any form or combination of forms the use, storage or release of which does not constitute a violation of any Environmental Laws and is customarily employed in the ordinary course of, or associated with, similar businesses located in the state in which the Premises is located. less. "Default Rate" means 18% per annum or the highest rate permitted by law, whichever is "Environmental Indemnity Agreement" means that certain Environmental Indemnity and Service Agreement dated the date hereof by and between Lessor and Lessee executed in connection with this Lease. "Environmental Laws" means any present and ftrture federal, state and local laws, statutes, ordinances, 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 environment, by reason of a Release or Threatened Release of Hazardous Materials, Regulated Substances or USTs or relating to liability for or costs of Remediation or prevention of Releases. "Environmental Laws" includes, but is not limited to, the following statutes, as W545.11 6/1ro5 -2- amended, any successor thereto, and any regulations rulings, orders or decrees promulgated pursuant thereto, and any state or local statutes, ordinances, rules, regulations and the like addressing similar issues: the Comprehensive Environmental Response, Compensation and Liability Act; the Emergency Planning and Community 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 Substances Control Act; the Safe Drinking Water Act; the Occupational Safety and Health Act; the Federal Water Pollution Control Act; the Federal Insecticide, Fungicide and Rodenticide Act; the Endangered Species Act; the National Environmental Policy Act; and the River and Harbors Appropriation Act. "Environmental Laws" also includes, but is not 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 declaration 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 connection with transfer 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 related to Hazardous Materials, Regulated Substances or USTs; relating to the handling and disposal of solid or hazardous waste; and relating to wrongful death, personal injury, or property or other damage in connection with the physical condition or use of the Premises by reason of the presence of Hazardous Materials, Regulated Substances or USTs in, on, under or above the Premises. "Environmental Liens" has the meaning set forth in Section 16.E. "Event of Default" has the meaning set forth in Section 23. "General Electric" means (a) the holder of the GE Mortgage, being either (i) GE Capital Franchise Finance Corporation ("GECFF") or (ii) LaSalle Bank National Association, as Indenture Trustee pursuant to that certain Indenture dated as of April 1, 1999 ("LaSalle") (for whom GECFF is servicer), and (b) to the extent that the GE Mortgage is held by LaSalle, GECFF as servicer of the GE Mortgage. "GE Mortgage" means that certain Open End Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of June 30, 1998 executed by Lessor and held by General Electric as of the Effective Date. "Governmental Authority" means any governmental authority, agency, department, commission, bureau, board, instrumentality, court or quasi-governmental authority of the United States, the State or any political subdivision thereof. "Ground Lease" means all ground leases or underlying leases executed by Lessor affecting the Premises including, without limitation, any ground lease that may be executed in connection with a sale/leaseback transaction entered into by Lessor with respect to the Premises. 129545.11 6"5 -3- f "Ground Lessor" means the lessor under a Ground Lease. "Hazardous Materials" 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 formaldehyde foam insulation, transformers or other equipment which contains dielectric fluid containing levels of polychlorinated biphenyls in excess of federal, state or local safety guidelines, whichever are more stringent, or any petroleum product; (iii) any substance, gas, material or chemical 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, material, 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 may assert jurisdiction over the Premises 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. "Indemnified Parties" means Lessor, Mortgagee and their directors, officers, shareholders, partners, members, employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns, including, but not limited to, any successors by merger, consolidation or acquisition of all or a substantial portion of the assets and business of Lessor or Mortgagee, as applicable. "Lease Term" shall have the meaning described in Section 5. "Lease Year" shall have the meaning described in Section 5. "Lessor's Broker" means N/A "Losses" means any and all claims, suits, liabilities (including, without limitation, strict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement and damages of whatever kind or nature (including, without limitation, reasonable attorneys' fees, court costs and other costs of defense). "Material Adverse Effect" means a material adverse effect on (i) the Premises, including, without limitation, the operation of the Premises as a Uni-Mart Facility and/or the value of the Premises or (ii) Lessee's ability to perform its obligations under this Lease. "Mortgage" means any mortgage or deed of trust and/or assignment of rents and leases, and/or security agreement and fixture filing executed by Lessor for the benefit of a Mortgagee with respect to the Premises, as such instruments may be amended, restated and/or supplemented from time to time, and includes, without limitation, the GE Mortgage. "Mortgagee" means General Electric, its successors and assigns and any other lender which, at any time, holds a Mortgage. The term Mortgagee shall also be deemed to include 923543.116/1105 -4- Ground Lessors except where the treatment of Ground Lessors is specifically distinguished from Mortgagees under the provisions of this Lease. "Partial Taking" has the meaning set forth in Section 21.D. "Person" means any individual, corporation, partnership, limited liability company, trust, unincorporated organization, Governmental Authority or any other form of entity. "Premises" means that certain property situated in the Location identified on page 1 of this Lease and legally described in Exhibit A attached hereto, all rights, privileges and appurtenances associated therewith, and all buildings, fixtures and other improvements (including, without limitation, gas pumps, canopies and USTs) now or hereafter located on such real estate (whether or not affixed to such real estate). "Regulated Substances" means "petroleum" and "petroleum-based substances" or any similar terms described or defined in any of the Environmental Laws and any applicable federal, state, county or local laws applicable to or regulating USTs. "Release" means any presence, release, deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or other movement of Hazardous Materials, Regulated Substances or USTs. "Remediation" means any response, remedial, removal, or corrective action, any activity to cleanup, detoxify, decontaminate, contain or otherwise remediate any Hazardous Material, Regulated Substances or USTs, any actions to prevent, cure or mitigate any Release, any action to comply with any Environmental Laws or with any permits issued pursuant thereto, any inspection, investigation, study, monitoring, assessment, audit, sampling and testing, laboratory or other analysis, or any evaluation relating to any Hazardous Materials, Regulated Substances or USTs. "State" means the state in which the Premises are located. "Taking" has the meaning set forth in Section 21.A. "Temporary Taking" has the meaning set forth in Section 21.C. "Third Party Leases" means the leases for certain portions of the Premises set forth on Exhibit B, attached hereto, and any replacement or renewal leases for the space leased pursuant to the leases listed on Exhibit B. "Threatened Release" means a substantial likelihood of a Release which requires action to prevent or mitigate damage to the soil, surface waters, groundwaters, land, stream sediments, surface or subsurface strata, ambient air or any other environmental medium comprising or surrounding the Premises which may result from such Release. "Total Taking" has the meaning set forth in Section 21.B. 923545.116/I105 -5- "Uni-Mart Facility" means a retail business consisting of one or more of the following: convenience store, gasoline station, tobacco store, food service, together with such other ancillary uses permitted by the Third Party Leases that are not inconsistent with the operations of such retail businesses. "USTs" means any one or combination of tanks and associated underground piping systems used in connection with the storage, dispensing and general use of Regulated Substances at the Premises. 2. Demise of Premises In consideration of the rentals and other sums to be paid by Lessee and of the other terms, covenants and conditions on Lessee's part to be kept and performed, Lessor hereby leases to Lessee, and Lessee hereby takes and hires, the Premises. 3. Assignment of Third Party Leases Lessor hereby assigns, transfers and sets over to Lessee for the Term all right, title and interest of Lessor in and to the Third Party Leases, and Lessee assumes and agrees to perform all obligations of Lessor under such Third Party Leases arising and accruing after the Effective Date and for the balance of the Term. 4. Characterization of Lease. A. Lessor and Lessee intend that: (i) this Lease is a "true lease" and not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and the economic realities of this Lease are those of a true lease; and (ii) the business relationship created by this Lease and any related documents is solely that of a long-term commercial lease between landlord and tenant and has been entered into by both parties in reliance upon the economic and legal bargains contained herein. B. Lessor and Lessee acknowledge and agree that the Lease Term, including any term extensions provided for in this Lease, is less than the remaining economic life of the Premises. C. Lessee waives any claim or defense based upon the characterization of this Lease as anything other than a true lease. Lessee covenants and agrees that it will not assert that this Lease is anything but a true lease. Lessee stipulates and agrees not to challenge the validity, enforceability or characterization of the lease of the Premises as a true lease and further stipulates and agrees that nothing contained in this Lease creates or is intended to create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like. Lessee shall support the intent of the parties that the lease of the Premises pursuant to this Lease is a true lease and does not create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. SM545.11 wtros -6- D. Lessee waives any claim or defense based upon the characterization of this Lease as anything other than a lease of the Premises. E. Lessee represents and warrants to Lessor that (i) the Base Annual Rental is the fair market value for the use of the Premises and was agreed to by Lessor and Lessee on that basis, and (ii) the execution, delivery and performance by Lessee of this Lease does not constitute a transfer of all or any part of the Premises. F. The expressions of intent, the waivers, the representations and warranties, the covenants, the agreements and the stipulations set forth in this Section are a material inducement to Lessor entering into this Lease. 5. Lease Term and Lease Year. A. The Lease Term for the Premises commences as of the Effective Date and shall expire on (a) the day immediately preceding the twentieth (20') anniversary of the Effective Date, if the Effective Date is the first day of a month or (b) the last day of the calendar month in which falls the 20g' anniversary of the Effective Date, if the Effective Date is a day other than the first day of a month, unless terminated sooner as provided in this Lease. The time period during which this Lease shall actually be in effect is referred to herein as the "Term" or "Lease Term." Lessor shall have the option (the "Lessor Extension Option"), on one occasion, any time during the first five (5) Lease Years, to extend the Lease Term by any period desired by Lessor up to but not exceeding five (5) years (the "Lessor Extension Period"). In the event that Lessor desires to exercise the Lessor Extension Option, Lessor shall give Lessee written notice thereof prior to the expiration of the fifth (5`?) Lease Year, specifying the length of the Lessor Extension Period. B. The First "Lease Year" of the Term shall commence on the Effective Date and shall end (a) on the day immediately preceding the first anniversary of the Effective Date, if the Effective Date is the first day of the month, or (b) on the last day of the calendar month in which the first anniversary of the Effective Date occurs, if the Effective Date is any day other than the first day of a calendar month. Each subsequent Lease Year shall be a period of twelve months (or such shorter period as remains in the term), commencing on the day immediately following the expiration of the prior Lease Year. 6. Rental and Other Payments. A. If the Effective Date is a date other than the first day of the month, Lessee shall pay Lessor on the Effective Date the Base Monthly Rental prorated on the basis of the ratio that the number of days from the Effective Date through the last day of the month containing the Effective Date bears to the number of days in such month. Therefore, on or before the first day of each calendar month during the Lease Term, Lessee shall pay Lessor in advance the Base Monthly Rental. B. All sums of money required to be paid by Lessee under this Lease which are not specifically referred to as rent ("Additional Rental") shall be considered rent although not specifically designated as such. Lessor shall have the same remedies for nonpayment of Additional Rental as those provided herein for the nonpayment of Base Annual Rental. 8"345.116/1/05 -7- 7. Representations and Warranties of Lessor. The representations and warranties of Lessor contained in this Section are being made to induce Lessee to enter into this Lease and Lessee has relied and will continue to rely upon such representations and warranties. Lessor represents and warrants to Lessee as follows: A. Organization, Authority and Status of Lessor. (i) Lessor has been duly organized and is validly existing and in good standing under the laws of the State of Pennsylvania. All necessary corporate action has been taken to authorize the execution, delivery and performance by Lessor of this Lease and the other documents, instruments and agreements provided for herein. (ii) The person who has executed this Lease on behalf of Lessor is duly authorized so to do. B. Enforceability. This Lease constitutes the legal, valid and binding obligation of Lessor, enforceable against Lessor in accordance with its terms. C. Litigation. There are no suits, actions, proceedings or investigations pending, or to the best of its knowledge, threatened against or involving Lessor before any arbitrator or Governmental Authority which might reasonably result in any material adverse change in the contemplated business, condition, worth or operations of Lessor, or the Premises. D. Absence of Breaches or Defaults. The authorization, execution, delivery and performance of this Lease and the documents, instruments and agreements provided for herein will not result in any breach of or default under any other document, instrument or agreement to which Lessor is a party or by which Lessor or any of the property of Lessor is subject or bound. Without limitation, Lessor has obtained all necessary consents from General Electric to enter into and perform this Lease. 8. Representations and Warranties of Lessee. The representations and warranties of Lessee contained in this Section are being made to induce Lessor to enter into this Lease and Lessor has relied, and will continue to rely, upon such representations and warranties. Lessee represents and warrants to Lessor as follows: A. Organization, Authority and Status of Lessee. (i) Lessee has been duly organized or formed, is validly existing and in good standing under the laws of the State of Pennsylvania and is qualified to do business in the State. All necessary corporate action has been taken to authorize the execution, delivery and performance by Lessee of this Lease and of the other documents, instruments and agreements provided for herein. Lessee is not a "foreign corporation", "foreign partnership", "foreign trust" or "foreign estate", as those terms are defined in the Internal Revenue Code and the regulations promulgated thereunder. Lessee's United States tax identification number is correctly set forth on the signature page of this Lease. s2991s.1I 6/U05 _$_ (ii) Lessee's Tax Identification Number is (iii) The persons who have executed this Lease on behalf of Lessee are duly authorized to do so. B. Enforceability. This Lease constitutes the legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms. C. Litigation. There are no suits, actions, proceedings or investigations pending, or to the best of its knowledge, threatened against or involving Lessee before any arbitrator or Governmental Authority which might reasonably result in any material adverse change in the contemplated business, condition, worth or operations of Lessee, or the Premises. D. Absence of Breaches or Defaults. The authorization, execution, delivery and performance of this Lease and the documents, instruments and agreements provided for herein will not result in any breach of or default under any other document, instrument or agreement to which Lessee is a party or by which Lessee or any of the property of Lessee is subject or bound. E. Licenses and Permits. Lessee has obtained all required licenses and permits, both governmental and private, to use and operate the Premises as a Uni-Mart Facility, except to the extent the failure to have such licenses and permits will not have a Material Adverse Effect. F. Financial Condition; Information Provided to Lessor. The financial statements, all financial data and all other documents and information heretofore delivered to Lessor by or with respect to Lessee and/or the Premises in connection with this Lease and/or relating to Lessee and/or the Premises are true, correct and complete in all material respects, and there have been no amendments to such financial statements, financial data and other documents and information since the date such financial statements, financial data, documents and other information were prepared or delivered to Lessor, and no material adverse change has occurred to any such financial statements, financial data, documents and other information not disclosed in writing to Lessor. 9. Rentals To Be Net to Lessor. The Base Annual Rental payable hereunder shall be net to Lessor, so that this Lease shall yield to Lessor the rentals specified during the Lease Term and that all costs, expenses and obligations of every kind and nature whatsoever relating to the Premises shall be performed and paid by Lessee. 10. Taxes and Assessments. Lessee shall pay, prior to the earlier of delinquency or the accrual of interest on the unpaid balance, all taxes and assessments of every type or nature assessed against or imposed upon the Premises during the Lease Term which affect in any manner the net return realized by Lessor under this Lease, including, without limitation, the following: A. All taxes and assessments upon the Premises or any part thereof and upon any personal property, trade fixtures and improvements located on the Premises, whether belonging to Lessor or Lessee, or any tax or charge levied in lieu of such taxes and assessments; =345.11611105 -9- B. All taxes, charges, license fees and or similar fees imposed by reason of the use of the Premises by Lessee; and C. All excise, transaction, privilege, license, sales, use and other taxes upon the rental or other payments hereunder, the leasehold estate of either party or the activities of either party pursuant to this Lease. D. All taxing authorities shall be instructed to send all tax and assessment invoices to Lessor. After recording the information on such invoices, Lessor shall forward such invoices to Lessee for payment. Within 30 days after each tax and assessment payment is required by this Section to be paid, Lessee shall provide Lessor with evidence satisfactory to Lessor that such payment was made in a timely fashion. Lessee may, at its own expense, contest or cause to be contested (in the case of any item involving more than $10,000.00, after prior written notice to Lessor), by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any item specified in the foregoing Subsection A or lien therefor, provided that (i) such proceeding shall suspend the collection thereof from the Premises or any interest therein, (ii) neither the Premises nor any interest therein would be in any danger of being sold, forfeited or lost by reason of such proceedings, (iii) no Event of Default has occurred, (iv) Lessee shall have deposited with Lessor adequate reserves for the payment of the taxes, together with all interest and penalties thereon, unless paid in full under protest and (v) Lessee shall have furnished the security as may be required in the proceeding or as may be required by Lessor to insure payment of any contested taxes. 11. Utilities. Lessee shall contract, in its own name, for and pay when due all charges for the connection and use of water, gas, electricity, telephone, garbage collection, sewer use and other utility services supplied to the Premises during the Lease Term. Under no circumstances shall Lessor be responsible for any interruption of any utility service. 12. Insurance. Throughout the Lease Term, Lessee shall maintain with respect to the Premises, at its sole expense, the following types and amounts of insurance (which may be included under a blanket insurance policy if all the other terms hereof are satisfied), in addition to such other insurance as Lessor may reasonably require from time to time: A. Insurance against loss, damage or destruction by fire and other casualty, including theft, vandalism and malicious mischief, flood (if the Premises is in a location designated by the Federal Emergency Management Administration as a Special Flood Hazard Area), earthquake (if the Premises is located in an area subject to destructive earthquakes within recorded history), boiler explosion (if the Premises contains a boiler), plate glass breakage, sprinkler damage (if the Premises has a sprinkler system), all matters covered by a standard extended coverage endorsement, all matters covered by a special coverage endorsement commonly known as an "all risk" endorsement, and such other risks as Lessor may reasonably require, insuring the Premises for not less than 100% of its full insurable replacement cost; provided, however, with respect to. theft, vandalism, malicious mischief and plate glass breakage coverage, Lessee may elect to self insure such items, provided that Lessee shall at all times provide the remaining coverages set forth in this Section 12 with third party insurers complying with the provisions of this Section 12. 229545.11 enrol -10- B. Comprehensive general liability and property damage insurance, including a products liability clause, covering Lessor, Mortgagee and Lessee against bodily injury liability, property damage liability and automobile bodily injury and property damage liability, including without limitation any liability arising out of the ownership, maintenance, repair, condition or operation of the Premises or adjoining ways, streets or sidewalks and, if applicable, insurance covering Lessor, Mortgagee and Lessee against liability arising from the sale of liquor, beer or wine on the Premises. Such insurance policy or policies shalt contain a broad form contractual liability endorsement under which the insurer agrees to insure Lessee's obligations under Section 19 hereof to the extent insurable, and a "severability of interest" clause or endorsement which precludes the insurer from denying the claim of Lessee, Lessor or Mortgagee because of the negligence or other acts of the other, shall be in amounts of not less than $1,000,000.00 per injury and occurrence with respect to any insured liability, whether for personal injury or property damage, or such higher limits as Lessor may reasonably require from time to time, and shall be of form and substance satisfactory to Lessor. C. During the period of any construction, renovation or alteration of the improvements, a builder's all risk insurance policy in non-reporting form for the full replacement cost of any improvements under construction, renovation or alteration. D. State Worker's compensation insurance in the statutorily mandated limits, employer's liability insurance with limits not less than $500,000 or such greater amount as Lessor may from time to time require and such other insurance as may be necessary to comply with applicable laws. E. Such other insurance with respect to the Premises and in such amounts as Lessor may require from time to time against such insurable hazards or risks which at the time in question are commonly insured against in the case of property similar to, or whose use is similar to the use of, the Premises. All insurance policies shall: (i) Be in form reasonably acceptable to Lessor; (ii) Be issued by a company or companies authorized to engage in the business of issuing such policies in the State and reasonably acceptable to Lessor; (iii) Provide for a waiver of subrogation by the insurer as to claims against Lessor, its employees and agents and provide that such insurance cannot be unreasonably cancelled, invalidated or suspended on account of the conduct of Lessee, its officers, directors, employees or agents; (iv) Provide that any "no other insurance" clause in the insurance policy shall exclude any policies of insurance maintained by Lessor and that the insurance policy shall not be brought into contribution with insurance maintained by Lessor; (v) Contain a standard without contribution mortgage clause endorsement in favor of any lender designated by Lessor or Mortgagee; 823545.116nro5 -11- (vi) Provide that the policy of insurance shall not be terminated, cancelled or substantially modified without at least thirty (30) days' prior written notice to Lessor, Mortgagee and to any lender covered by any standard mortgage clause endorsement; (vii) Provide that the insurer shall not have the option to restore the applicable Premises if Lessor elects to terminate this Lease in accordance with the terms hereof; (viii) Be issued by insurance companies licensed to do business in the State and which are rated A:VI or better by Best's Insurance Guide or are otherwise approved by Lessor; and (ix) Provide that the insurer shall not deny a claim because of the negligence of Lessee, anyone acting for Lessee or any tenant or other occupant of the Premises. It is expressly understood and agreed that the foregoing minimum limits of insurance coverage shall not limit the liability of Lessee for its acts or omissions as provided in this Lease. All insurance policies (with the exception of worker's compensation insurance to the extent not available under statutory law) shall designate Lessor and Mortgagee as additional insureds as their interests may appear and shall be payable as set forth in Section 21 hereof. All such policies shall be written as primary policies, with deductibles not to exceed 10% of the amount of coverage. Any other policies, including any policy now or hereafter carried by Lessor or Mortgagee, shall serve as excess coverage. Lessee shall procure policies for all insurance for periods of not less than one year and shall provide to Lessor and Mortgagee certificates of insurance or, upon Lessor's request, duplicate originals of insurance policies evidencing that insurance satisfying the requirements of this Lease is in effect at all times. If requested by Lessor (but not more often than once in any two year period), Lessee shall have the full insurable replacement cost of the improvements determined by an MAI licensed appraiser satisfactory to Lessor, and Lessee shall deliver such determination to Lessor. Alternatively, Lessor may require that inflation guard coverage be provided 13. Tax and Insurance Impound. Upon the occurrence of an Event of Default, Lessor may require Lessee to pay to Lessor sums which will provide an impound account (which shall not be deemed a trust fund) for paying up to the next one year of taxes, assessments and/or insurance premiums for the Premises. Upon such requirement, Lessor will estimate the amounts needed for such purposes and will notify Lessee to pay the same to Lessor in equal monthly installments, as nearly as practicable, in addition to all other sums due under this Lease. Should additional funds be required at any time, Lessee shall pay the same to Lessor on demand. Lessee shall advise Lessor of all taxes and insurance bills which are due and shall cooperate fully with Lessor in assuring that the same are paid. Lessor may deposit all impounded funds in accounts insured by any federal or state agency and may commingle such funds with other funds and accounts of Lessor. Interest or other gains from such funds, if any, shall be the sole property of Lessor. In the event of any default by Lessee, Lessor may apply all impounded funds against any sums due from Lessee to Lessor. Lessor shall give to Lessee an annual accounting showing all credits and debits to and from such impounded funds received from Lessee. 823545.11 6N05 -12- 14. Payment of Rental and Other Sums. All rental and other sums which Lessee is required to pay hereunder shall be the unconditional obligation of Lessee and shall be payable in full when due without any setoff, abatement, deferment, deduction or counterclaim whatsoever. Upon execution of this Lease, Lessee shall establish arrangements whereby payments of the Base Monthly Rental, any Additional Rental and impound payments, if any, are transferred by wire or other means directly from Lessee's bank account to such account as Lessor may designate; provided, however, upon notice from Mortgagee to Lessee and Lessor delivered in the manner set forth in Section 27, Lessee shall deliver all payments of Base Monthly Rental as specified in such notice from Mortgagee. Any delinquent payment (that is, any payment not made within five calendar days after the date when due) shall, in addition to any other remedy of Lessor, incur a late charge of 10% (which late charge is intended to compensate Lessor for the cost of handling and processing such delinquent payment and should not be considered interest) and bear interest at the Default Rate, such interest to be computed from and including the date such payment was due through and including the date of the payment; provided, however, in no event shall Lessee be obligated to pay a sum of late charge and interest higher than the maximum legal rate then in effect. 15. Use. The Premises shall be used solely for the operation of a Uni-Mart Facility and for no other purpose. 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, Lessee shall strictly comply with the terms and conditions of this Lease), Lessee shall at all times during the Lease Term occupy the Premises and shall diligently operate its business on the Premises. Lessee 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 Lease Term. If Lessee does discontinue operation at the Premises as permitted by this Section, Lessee shall (i) give written notice to Lessor and Mortgagee sixty (60) days prior to ceasing operation (ii) give written notice to Lessor and Mortgagee within 10 days after Lessee 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 Lessee's business operations or other substituted use approved by Lessor as contemplated below. Notwithstanding anything herein to the contrary, Lessee shall pay the Base Monthly Rental on the first day of each month during any period in which Lessee discontinues operation. Lessee shall not, by itself or through any assignment, sublease or other type of transfer, convert the Premises to an alternative use during the Lease Term without Lessor's consent, which consent shall not be unreasonably withheld. Lessor may consider any or all of the following in determining whether to grant its consent, without being deemed to be unreasonable: (i) whether the rental paid to Lessor would be equal to or greater than the anticipated rental assuming continued existing use, (ii) whether the proposed rental to be paid to Lessor is reasonable considering the converted use of the Premises and the customary rental prevailing in the community for such use, (iii) whether the converted use will be consistent with the highest and best use of the Premises, and (iv) whether the converted use will increase Lessor's risks or decrease the value of the Premises. 16. Compliance With Laws, Restrictions, Covenants and Encumbrances. 12354S.11 6/1/05 -13- ( A. Lessee's use and occupation of the Premises, and the condition thereof, shall, at Lessee's sole cost and expense, comply fully with (i) all applicable statutes, regulations, rules, ordinances, codes, licenses, permits, orders and approvals of each Governmental Authority having jurisdiction over the Premises, including, without limitation, all health, building, fire, safety and other codes, ordinances and requirements and all applicable standards of the National Board of Fire Underwriters and all policies or rules of common law, in each case, as amended, and any judicial or administrative interpretation thereof, including any judicial order, consent, decree or judgment applicable to Lessee (collectively, the "Applicable Regulations"), and (ii) all restrictions, covenants and encumbrances of record with respect to the Premises, except where such noncompliance will not have a Material Adverse Effect. B. Lessee will not permit any act or condition to exist on or about the Premises which will increase any insurance rate thereon, except when such acts are required in the normal course of its business and Lessee shall pay for such increase. C. Without limiting the generality of the other provisions of this Section, Lessee agrees that it shall be responsible for complying in all respects with the Americans with Disabilities Act of 1990, as such act may be amended from time to time, and all regulations promulgated thereunder, as it affects the Premises. Lessee agrees that it will defend, indemnify and hold harmless the Indemnified Parties from and against any and all Losses caused by, incurred or resulting from Lessee's failure to comply with its obligations under this Section. D. Lessee represents and warrants to Lessor as follows: (i) The Lessee is not in violation of or subject to any existing, pending or threatened investigation or inquiry by any Governmental Authority or to any remedial obligations under any Environmental Laws. If any such investigation or inquiry is subsequently initiated respecting Lessee or the Premises, Lessee will promptly notify Lessor. (ii) Lessee has not obtained and is not required to obtain any permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures forming a part of the Premises by reason of any Environmental Laws. E. Lessee covenants to Lessor during the Lease Term that: (i) all uses and operations on or of the Premises, whether by Lessee or any other person or entity, shall be in compliance with all Environmental Laws and permits issued pursuant thereto; (ii) there shall be no Releases in, on, under or from the Premises, except in De Minimis Amounts; (iii) there shall be no Hazardous Materials in, on, or under the Premises, except in De Minimis Amounts; (iv) Lessee shall keep the Premises free and clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether due to any act or omission of Lessee or any other person or entity (the "Environmental Liens"); (v) Lessee shall, at its sole cost and expense, fully and expeditiously cooperate in all activities pursuant to Subsection (1) below, including but not limited to providing all relevant information and making knowledgeable persons available for interviews; (vi) Lessee shall, at its sole cost and expense, perform any environmental site assessment or other investigation of environmental conditions in connection with the Premises as $2+545.11 enrol -14- ! may be reasonably requested by Lessor (including but not limited to sampling, testing and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas), and share with Lessor the reports and other results thereof, and Lessor and the other Indemnified Parties shall be entitled to rely on such reports and other results thereof, (vii) subject to the provisions of the Environmental Indemnity Agreement, Lessee shall, at its sole cost and expense, comply with all reasonable written requests of Lessor to (1) reasonably effectuate Remediation of any condition (including but not limited to a Release) in, on, under or from the Premises; (2) comply with any Environmental Law; (3) comply with any directive from any Governmental Authority; and (4) take any other reasonable action necessary or appropriate for protection of human health or the environment; (viii) Lessee shall not do or allow any tenant or other user of the Premises to do any act that materially increases the dangers to human health or the environment, poses an unreasonable risk of harm to any person or entity (whether on or off the Premises), impairs or may impair the value of the Premises, is contrary to any requirement of any insurer, constitutes a public or private nuisance, constitutes waste, or violates any covenant, condition, agreement or easement applicable to the Premises; and (ix) Lessee shall immediately notify Lessor in writing of (A) any presence of Releases or Threatened Releases in, on, under, from or migrating towards the Premises; (B) any non-compliance with any Environmental Laws related in any way to the Premises; (C) any actual or potential Environmental Lien; (D) any required or proposed Remediation of environmental conditions relating to the Premises; and (E) any written or oral notice or other communication which Lessee becomes aware from any source whatsoever (including but not limited to a Governmental Authority) relating in any way to Hazardous Materials, Regulated Substances or USTs or Remediation thereof, possible liability of any person or entity pursuant to any Environmental Law, other environmental conditions in connection with the Premises, or any actual or potential administrative or judicial proceedings in connection with anything referred to in this Section. F. Lessor, Mortgagee and any other person or entity designated by Lessor, including but not limited to any receiver, any representative of a Governmental Authority, and any environmental consultant, shall have the right, but not the obligation, to enter upon the Premises after at least 24 hours prior telephonic notice at all reasonable times (including, without limitation, in connection with the exercise of any remedies or rights set forth in this Lease or a Mortgage to assess any and all aspects of the environmental condition of the Premises and its use, including but not limited to conducting any environmental assessment or audit (the scope of which shall be determined in Lessor's sole and absolute discretion) and taking samples of soil, groundwater or other water, air, or building materials, and conducting other invasive testing. Lessee shall cooperate with and provide access to Lessor, Mortgagee and any other person or entity designated by Lessor; provided, however, the foregoing shall take reasonable steps so as to not unreasonably interfere with Lessee's business operations. Any such assessment or investigation shall be at Lessee's sole cost and expense. G. Except as otherwise provided in the Environmental Indemnity Agreement, Lessee shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties from and against any and all Losses (excluding Losses arising out of Lessor's gross negligence or willful misconduct) and costs of Remediation (whether or not performed voluntarily), engineers' fees, environmental consultants' fees, and costs of investigation (including but not limited to sampling, testing, and analysis of soil, water, air, building materials and other materials and substances whether solid, liquid or gas) imposed upon 823543.11 6/1/03 -15- r-. or incurred by or asserted against any Indemnified Parties, and directly or indirectly arising out of or in any way relating to any one or more of the following: (i) any presence of any Hazardous Materials, Regulated Substances or USTs in, on, above, or under the Premises arising or occurring on or after the Effective Date; (ii) any Release or Threatened Release in, on, above, under or from the Premises arising or occurring on or after the Effective Date; (iii) any activity by Lessee, any person or entity affiliated with Lessee or any tenant or other user of the Premises in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other Release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from the Premises of any Hazardous Materials, Regulated Substances or USTs at any time located in, under, on or above the Premises; (iv) any activity by Lessee, any person or entity affiliated with Lessee or any tenant or other user of the Premises in connection with any actual or proposed Remediation of any Hazardous Materials, Regulated Substances or USTs at any time located in, under, on or above the Premises, whether or not such Remediation is voluntary or pursuant to court or administrative order, including but not limited to any removal, remedial or corrective action; (v) any actual or threatened non-compliance or violations of any Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with the Premises or operations thereon arising or occurring on or after the Effective Date, including but not limited to any failure by Lessee, any person or entity affiliated with Lessee or any tenant or other user of the Premises to comply with any order of any Governmental Authority in connection with any Environmental Laws on or after the Effective Date; (vi) the imposition, recording or filing or the threatened imposition, recording or filing of any Environmental Lien encumbering the Premises as the result of any Release or Threatened Release in, on, above, under or from the Premises arising or occurring on or after the Effective Date; (vii) any administrative processes or proceedings or judicial proceedings in any way connected with any matter addressed in this Section; (viii) any actual or threatened injury to, destruction of or loss of natural resources in any way connected with the Premises, including but not limited to costs to investigate and assess such injury, destruction or loss as a result of any Release or Threatened Release in, on, above, under or from the Premises arising or occurring on or after the Effective Date; (ix) any acts of Lessee or any other tenant, subtenant or users of the Premises in arranging for disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of Hazardous Materials, Regulated Substances or USTs owned or possessed by such Lessee or such tenant, subtenant or users, at any facility or incineration vessel owned or operated by another person or entity and containing such or similar Hazardous Materials, Regulated Substances or USTs; (x) any acts of Lessee or any other tenant, subtenant or users of the Premises, in accepting any Hazardous Materials, Regulated Substances or USTs for transport to disposal or treatment facilities, incineration vessels or sites selected by Lessee or such tenant, subtenant or users, from which there is a Release, or a Threatened Release of any Hazardous Material or Regulated Substances which causes the incurrence of costs for Remediation; (xi) any personal injury, wrongful death, or property damage relating to environmental matters arising under any statutory or common law or tort law theory, including but not limited to damages assessed for the maintenance of a private or public nuisance or for the conducting of an abnormally dangerous activity on or near the Premises, as a result of any Release or Threatened Release in, on, above, under or from the Premises arising or occurring on or after the Effective Date; and (xii) any misrepresentation or inaccuracy in any representation or warranty or material breach or failure to perform any covenants or other obligations pursuant to this Section. $23545.11 6/i/OS -16. H. In addition to the other requirements of this Section, Lessee shall, at all times throughout the Lease Term, comply with all Applicable Regulations. 1. In the event of a conflict between the provisions of the Environmental Indemnity Agreement and this Lease, the Environmental Indemnity Agreement shall prevail. J. The obligations and rights and remedies of Lessor and Lessee set forth in this Section shall survive the termination, expiration and/or release of this Lease. 17. Condition of Premises, Maintenance. Lessee has inspected, or had the opportunity to inspect, the Premises and hereby accepts the Premises "AS IS" and "WHERE IS" with no representation or warranty of Lessor as to the condition thereof. The Premises shall be kept in good, clean, sanitary and working condition; and Lessee shall at all times at its own expense, maintain, repair and replace, as necessary, the Premises, whether or not the Premises were in such condition on the Effective Date. 18. Waste, Alterations and Improvements. Lessee shall not commit actual or constructive waste upon the Premises. During the Lease Term, Lessee shall not alter the exterior, structural, plumbing or electrical elements of the Premises in any manner without the consent of Lessor, which consent shall not be unreasonably withheld or conditioned; provided, however, Lessee may undertake nonstructural alterations to the Premises costing less than $25,000.00 without Lessor's consent. If Lessor's consent is required hereunder and Lessor consents to the making of any such alterations, the same shall be made by Lessee at Lessee's sole expense by a licensed contractor and according to plans and specifications approved by Lessor and subject to such other conditions as Lessor shall require. Any work at any time commenced by Lessee on the Premises shall be prosecuted diligently to completion, shall be of good workmanship and materials and shall comply fully with all the terms of this Lease. Upon completion of any alterations, Lessee shall promptly provide Lessor with (i) evidence of full payment to all laborers and materialmen contributing to the alterations, (ii) an architect's certificate certifying the alterations to have been completed in conformity with the plans and specifications, (iii) a certificate of occupancy (if the alterations are of such a nature as would require the issuance of a certificate of occupancy), and (iv) any other documents or information reasonably requested by Lessor. Lessee shall execute and file or record, as appropriate, a "Notice of Non-Responsibility," or any equivalent notice permitted under applicable law in the State. Any addition to or alteration of the Premises shall be deemed a part of such property and belong to Lessor, and Lessee shall execute and deliver to Lessor such instruments as Lessor may require to evidence the ownership by Lessor of such addition or alteration. 19. Indemnification. Lessee shall indemnify, protect, defend and hold harmless each of the Indemnified Parties. from and against any and all Losses (excluding Losses suffered by an Indemnified Party arising out of such Indemnified Party's gross negligence or willful misconduct) caused by, incurred or resulting from Lessee's operations of or relating in any manner to the Premises, or from any breach of, default under or failure to perform any term or provision of this agreement by Lessee, its officers, employees, agents or other persons. It is expressly understood and agreed that Lessee's obligations under this Section shall survive the expiration or earlier termination of this Lease for any reason. 823545.116/1/05 -17- ( 20. Quiet Enjoyment. So long as Lessee shall pay the rental and other sums herein provided and shall keep and perform all of the terms, covenants and conditions on its part herein contained, Lessee shall have the right to the peaceful and quiet occupancy of the Premises, subject to the terms of this Lease. Lessor makes no warranty respecting action by any other party. 21. Condemnation or Destruction. A. In case of a taking of all or any part of the Premises or the commencement of any proceedings or negotiations which might result in a taking for any public or quasi-public purpose by any lawful power or authority by exercise of the right of condemnation or eminent domain or by agreement between Lessor, Lessee and those authorized to exercise such right ("Taking"), Lessee will promptly give written notice thereof to Lessor, generally describing the nature and extent of such Taking and including copies of any documents or notices received in connection therewith. B. In case of a Taking of the whole of the Premises, other than for temporary use ("Total Taking"), the obligations of Lessee with respect to the Premises shall terminate as of the date of the Total Taking. Lessee's obligations to Lessor which accrue prior to the date of such Total Taking shall survive the termination of this Lease with respect to the Premises. A Total Taking shall include a taking of substantially all of the Premises if, in the Lessor's reasonable judgment, the remainder of the Premises is not usable and cannot be made usable for the purposes provided herein. Lessor shall be entitled to receive the entire award or payment in connection with any taking of the Premises without deduction for any estate vested in Lessee by this Lease. Lessee hereby expressly assigns to Lessor all of its right, title and interest in and to every such award or payment and agrees that Lessee shall not be entitled to any award or Payment for the value of Lessee's leasehold interest in this Lease. Lessee shall be entitled to claim and receive any award or payment from the condemning authority expressly granted for the interruption of its business and moving expenses, but only if such claim or award does not adversely affect or interfere with the prosecution of Lessor's claim for the Taking. Lessee shall promptly send Lessor copies of all correspondence and pleadings relating to any such claim. C. In case of a temporary use of all or any part of the Premises by a Taking ("Temporary Taking"}, this Lease shall remain in full force and effect without any reduction of Base Annual Rental, Additional Rental or any other sum payable hereunder. Except as provided below, Lessee shall be entitled to the entire award for a Temporary Taking, whether paid by damages, rent or otherwise, unless the period of occupation and use by the condemning authorities shall extend beyond the date of expiration of this Lease, in which case the award made for such Taking shall be apportioned between Lessor and Lessee as of the date of such expiration. At the termination of any such Temporary Taking, Lessee will, at its own cost and expense and pursuant to the terms of Section 18 above; promptly commence and complete the restoration of the Premises; provided, however, Lessee shall not be required to restore the Premises if the Lease Term shall expire prior to, or within one year after, the date of termination of the Temporary Taking, and in such event Lessor shall be entitled to recover all damages and awards arising out of the failure of the condemning authority to repair and restore the Premises at the expiration of such Temporary Taking. 823545.116/1/05 -18- D. In the event of a Taking of less than all of the Premises which is not a Total Taking and which is for other than a temporary use ("Partial Taking"), then this Lease shall continue in full force and effect on the following terms: (i) the Premises shall be reduced to exclude the portion which is the subject of the Partial Taking, (ii) all Base Annual Rental, Additional Rental and other sums and obligations due under this Lease shall continue unabated, and (ii) Lessee shall promptly commence and diligently prosecute restoration of the Premises to the same condition, as nearly as practicable, as prior to such partial condemnation. Lessor shall promptly make available in installments as restoration progresses an amount up to but not exceeding the amount of any award or compensation received by Lessor, upon request of Lessee accompanied by evidence reasonably satisfactory to Lessor that such amount has been paid or is due and payable and is properly a part of such costs and that Lessee has complied with the terms of Section 18 above in connection with the restoration. Lessor shall be entitled to keep any portion of such award, compensation or damages which may be in excess of the cost of restoration, and Lessee shall bear all additional costs, fees and expenses of such restoration in excess of the amount of any such award, compensation or damages. E. Notwithstanding the foregoing, if at the time of any Taking or at any time thereafter Lessee shall be in default under this Lease and such default shall be continuing, Lessor is hereby authorized and empowered but shall not be obligated, in the name and on behalf of Lessee and otherwise, to file and prosecute Lessee's claim, if any, for an award on account of any Taking and to collect such award and apply the same, after deducting all costs, fees and expenses incident to the collection thereof, to the curing of such default and any other then existing default under this Lease. F. In the event of damage or destruction to all or any part of the Premises, all awards, compensation or damages shall be paid to Lessor, and (i) all Base Annual Rental, Additional Rental and other sums and obligations due under this Lease shall continue unabated, and (ii) Lessee shall promptly commence and diligently prosecute restoration of the Premises to the same condition, as nearly as practicable, as prior to such damage or destruction. Lessor shall promptly make available in installments as restoration progresses an amount up to but not exceeding the amount of any award, compensation or damages received by Lessor, upon request of Lessee accompanied by evidence reasonably satisfactory to Lessor that such amount has been paid or is due and payable and is properly a part of such costs and that Lessee has complied with the terms of Section 18 above in connection with the restoration. Lessor shall be entitled to keep any portion of such award, compensation or damages which may be in excess of the cost of restoration, and Lessee shall bear all additional costs, fees and expenses of such restoration in excess of the amount of any such award, compensation or damages. G. Notwithstanding the foregoing, nothing in this Section 21 shall be construed as limiting or otherwise adversely affecting the representations, warranties, covenants and characterizations set forth in Lease, including, without limitation, those provisions set forth in Section 4 of this Lease. 22. Inspection. Lessor and its authorized representatives shall have the right, upon giving reasonable notice, to enter the Premises or any part thereof and inspect the same and make photographic or other evidence concerning Lessee's compliance with the terms of this Lease. Lessee hereby waives any claim for damages for any injury or inconvenience to or interference 123545.11 61M -19- with Lessee's business, any loss of occupancy or quiet enjoyment of the Premises and any other loss occasioned by such entry. Lessee shall keep and maintain at Lessee's chief executive office full, complete and appropriate books of account and records of Lessee's business relating to the Premises in accordance with generally accepted accounting principles consistently applied. The books and records for the Premises shall at all times be open for inspection by Lessor or Mortgagee, their auditors or other authorized representatives. 23. Default, Remedies and Measure of Damages. A. Each of the following shall be an event of default under this Lease (each, an "Event of Default"): (i) If any representation or warranty of Lessee set forth in this Lease is false in any respect which falsity would have a Material Adverse Effect, or if Lessee renders any statement or account which is false in any material respect; (ii) If any rent or other monetary sum due under this Lease is not paid within five days from the date when due; provided, however, notwithstanding the occurrence of such an Event of Default, Lessor shall not be entitled to exercise its remedies set forth below unless and until Lessor shall have given Lessee notice thereof and a period of five days from the delivery of such notice shall have elapsed without such Event of Default being cured; (iii) If Lessee fails to pay, prior to delinquency, any taxes, assessments or other charges the failure of which to pay will result in the imposition of a lien against the Premises pursuant to Applicable Regulations; (iv) If Lessee becomes insolvent within the meaning of the Code, files or notifies Lessor that it intends to file a petition under the Code, initiates a proceeding under any similar law or statute relating to bankruptcy, insolvency, reorganization, winding up or adjustment of debts (collectively, hereinafter, an "Action"), becomes the subject of either a petition under the Code or an Action, or is not generally paying its debts as the same become due; (v) If Lessee vacates or abandons the Premises, except as permitted by this Lease; (vi) If Lessee fails to observe or perform any of the other covenants, conditions, or obligations of this Lease; provided, however, if any such failure does not involve the payment of any monetary sum, does not place any rights or Premises of Lessor in immediate jeopardy, and is within the reasonable power of Lessee to promptly cure after receipt of notice thereof, all as determined by Lessor in its reasonable discretion, then such failure shall not constitute an Event of Default hereunder, unless otherwise expressly provided herein, unless and until Lessor shall have given Lessee notice thereof and a period of 30 days shall have elapsed, during which period Lessee may correct or cure such failure, upon failure of which an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required. If such failure cannot reasonably be cured within such 30-day period, as 623545.11 6AI05 -20- ( determined by Lessor in its reasonable discretion, and Lessee is diligently pursuing a cure of such failure, then Lessee shall have a reasonable period to cure such failure beyond such 30-day period, which shall in no event exceed 90 days after receiving notice of the failure from Lessor. If Lessee shall fail to correct or cure such failure within such 90-day period, an Event of Default shall be deemed to have occurred hereunder without further notice or demand of any kind being required; (vii) If a final, nonappealable judgment is rendered by a court against Lessee which has a Material Adverse Effect and is not discharged or provision made for such discharge within 60 days from the date of entry thereof; (viii) If a default on the part of Lessee shall occur under any loan agreement, contract or other agreement pursuant to which Lessee has granted to a third party a security interest in any property of Lessee located at the Premises or used in connection with the operation of Lessee's business at the Premises; or (ix) If a default on the part of Lessee or any Affiliate of Lessee shall occur under any lease or sublease pursuant to which such party leases or subleases any other property from Lessor or any Affiliate of Lessor, unless (a) the Premises and such other property shall be subject to mortgages or ground leases held by different mortgagees or ground lessors, and (b) in such event, either Lessor or Mortgagee shall, at their respective options, declare by written notice to the other and to Lessee that such occurrence shall not constitute an Event of Default hereunder. B. Upon the occurrence of an Event of Default, with or without notice or demand, except the notice prior to default required under certain circumstances by Subsection A above or such other notice as may be required by statute and cannot be waived by Lessee (all other notices being hereby waived), Lessor shall be entitled to exercise, at its option, concurrently, successively, or-in any combination, all remedies available at law or in equity, including without limitation any one or more of the following: (i) To terminate this Lease, whereupon Lessee's right to possession of the Premises shall cease and this Lease, except as to Lessee's liability, shall be terminated. (ii) To reenter and take possession of the Premises, any or all personal property or fixtures of Lessee upon the Premises and, to the extent permissible, area development agreements, permits and other rights or privileges of Lessee pertaining to the use and operation of the Premises and to expel Lessee and those claiming under or through Lessee, without being deemed guilty in any manner of trespass or becoming liable for any loss or damage resulting therefrom, without resort to legal or judicial process, procedure or action. No notice from Lessor hereunder or under a forcible entry and detainer statute or similar law shall constitute an election by Lessor to terminate this Lease unless such notice specifically so states. If Lessee shall, after default, voluntarily give up possession of the Premises to Lessor, deliver to Lessor or its agents the keys to the Premises, or both, such actions shall be deemed to be in compliance with Lessor's rights and 817545.11 6A/OS -21- (l the acceptance thereof by Lessor or its agents shall not be deemed to constitute a termination of this Lease. Lessor reserves the right following any reentry and/or reletting to exercise its right to terminate this Lease by giving Lessee written notice thereof, in which event this Lease will terminate as specified in said notice. (iii) To seize all personal property and fixtures of Lessee upon the Premises which Lessee owns or in which it has an interest, in which Lessor shall have a landlord's lien and/or security interest, and to dispose thereof in accordance with the laws prevailing at the time and place of such seizure or to remove all or any portion of such property and cause the same to be stored in a public warehouse or elsewhere at Lessee's sole expense, without becoming liable for any loss or damage resulting therefrom and without resorting to legal or judicial process, procedure or action. (iv) To bring an action against Lessee for any damages sustained by Lessor or any equitable relief available to Lessor. (v) To relet the Premises or any part thereof for such term or terms (including a term which extends beyond the original Lease Term), at such rentals and upon such other terms as Lessor, in its sole discretion, may determine, with all proceeds received from such reletting being applied to the rental and other sums due from Lessee in such order as Lessor, may, in it sole discretion, determine, which other sums include, without limitation, all repossession costs, brokerage commissions, reasonable attorneys' fees and expenses, employee expenses, alteration, remodeling and repair costs and expenses of preparing for such reletting. Lessor shall have no obligation to relet the Premises or any part thereof and shall in no event be liable for refusal or failure to relet the Premises or any part thereof, or, in the event of any such reletting, for refusal or failure to collect any rent due upon such reletting, and no such refusal or failure shall operate to relieve Lessee of any liability under this Lease or otherwise to affect any such liability. Lessor reserves the right following any such reentry and/or reletting to exercise its right to terminate this Lease by giving Lessee written notice thereof, in which event this Lease will terminate as specified in said notice. (vi) To accelerate and recover from Lessee all rent and other monetary sums due and owing and scheduled to become due and owing under this Lease both before and after the date of such breach for the entire original scheduled Lease Term. (vii) To recover from Lessee all costs and expenses, including reasonable attorneys' fees, court costs, expert witness fees, costs of tests and analyses, travel and accommodation expenses, deposition and trial transcripts, copies and other similar costs and fees, paid or incurred by Lessor as a result of such breach, regardless of whether or not legal proceedings are actually commenced. 323545.11 6n/05 -22- !:T (viii) To immediately or at any time thereafter, and with or without notice, at Lessor's sole option but without any obligation to do so, correct such breach or default and charge Lessee all costs and expenses incurred by Lessor therein. Any sum or sums so paid by Lessor, together with interest at the Default Rate, shall be deemed to be additional rent hereunder and shall be immediately due from Lessee to Lessor. Any such acts by Lessor in correcting Lessee's breaches or defaults hereunder shall not be deemed to cure said breaches or defaults or constitute any waiver of Lessor's right to exercise any or all remedies set forth herein. In the event that a Mortgage or any other loan document secured by a Mortgage shall contain a cure period shorter than that set forth in this Lease, then Lessor shall be entitled to exercise the rights contained in this subsection prior to the expiration of such shorter cure period so as to avoid default under such Mortgage or other loan document. (ix) To immediately or at any time thereafter, and with or without notice, except as required herein, set off any money of Lessee held by Lessor under this Lease against any sum owing by Lessee hereunder. (x) To seek any equitable relief available to Lessor, including, without limitation, the right of specific performance. C. In the event that the Premises is located in Pennsylvania, the provisions of this Subsection C shall apply: THE FOLLOWING PARAGRAPHS SET FORTH WARRANTS OF ATTORNEY TO CONFESS JUDGMENTS AGAINST TENANT. IN GRANTING THESE WARRANTS OF ATTORNEY TO CONFESS JUDGMENTS AGAINST TENANT, TENANT HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TENANT 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. _CONFESSION OF JUDGMENT FOR RENT. TENANT IRREVOCABLY AUTHORIZES AND EMPOWERS THE PROTHONOTARY AND CLERK OR ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR AND CONFESS JUDGMENT AGAINST TENANT FOR SUCH RENT AND OTHER SUMS AS ARE DUE AND/OR MAY BECOME DUE UNDER THIS LEASE, WITHOUT STAY OF EXECUTION AND WITH AN ATTORNEY'S COLLECTION FEE OF FIVE PERCENT (5%) OF THE AMOUNT DUE (BUT NOT LESS THAN $5,000.00), WHICH IS REASONABLE AS AN ATTORNEY'S FEE. TO THE EXTENT PERMITTED BY LAW, TENANT RELEASES ALL ERRORS IN SUCH PROCEEDINGS. IF A VERIFIED COPY OF THIS LEASE IS FILED, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL LEASE. THE AUTHORITY AND POWER TO APPEAR FOR en545.11 6/1105 -23- AND CONFESS JUDGMENT AGAINST TENANT SHALL NOT BE EXHAUSTED BY THE INITIAL EXERCISE THEREOF AND MAY BE CONFESSED AS OFTEN AS ANY EVENT OF DEFAULT OCCURS. SUCH AUTHORITY MAY BE EXERCISED DURING OR AFTER THE EXPIRATION OF THE LEASE TERM AND/OR DURING OR AFTER THE EXPIRATION OF ANY EXTENDED OR RENEWAL TERM. CONFESSION OF JUDGMENT FOR POSSESSION. TENANT IRREVOCABLY AUTHORIZES AND EMPOWERS THE PROTHONOTARY AND CLERK OR ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR AND CONFESS JUDGMENT AGAINST TENANT FOR POSSESSION OF THE PREMISES, WITHOUT STAY OF EXECUTION. TO THE EXTENT PERMITTED BY LAW, TENANT RELEASES ALL ERRORS IN SUCH PROCEEDINGS. IF A VERIFIED COPY OF THIS LEASE IS FILED, IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL LEASE. THE AUTHORITY AND POWER TO APPEAR FOR AND CONFESS JUDGMENT AGAINST TENANT SHALL NOT BE EXHAUSTED BY THE INITIAL EXERCISE THEREOF AND MAY BE CONFESSED AS OFTEN AS ANY EVENT OF DEFAULT OCCURS. SUCH AUTHORITY MAY BE EXERCISED DURING OR AFTER THE EXPIRATION OF THE TERM AND/OR DURING OR AFTER THE EXPIRATION OF ANY EXTENDED OR RENEWAL TERM. IF SUCH PROCEEDING IS TERMINATED AND POSSESSION OF THE PREMISES REMAINS IN OR IS RESTORED TO TENANT, LESSOR SHALL HAVE THE RIGHT FOR THE SAME EVENT OF DEFAULT AND UPON ANY SUBSEQUENT EVENT OR EVENTS OF DEFAULT, OR UPON THE TERMINATION OF THIS LEASE UNDER ANY OF THE TERMS OF THIS LEASE, TO BRING ONE OR MORE FURTHER ACTION OR ACTIONS TO RECOVER POSSESSION OF THE PREMISES AND CONFESS JUDGMENT FOR THE RECOVERY OF POSSESSION OF THE PREMISES AS HEREINABOVE PROVIDED. REPRESENTATIONS. TENANT HEREBY REPRESENTS THAT (A) TENANT IS KNOWLEDGEABLE IN BUSINESS MATTERS; (B) THIS LEASE IS FOR BUSINESS OR COMMERCIAL PURPOSES ONLY AND NOT FOR PERSONAL OR RESIDENTIAL PURPOSES, AND (C) TENANT HAS FULLY REVIEWED THE AFORESAID WARRANTS OF ATTORNEY TO CONFESS JUDGMENT WITH ITS OWN COUNSEL AND UNDERSTANDS THAT IT IS WAIVING CERTAIN RIGHTS IT WOULD OTHERWISE POSSESS. D. All powers and remedies given by this Section to Lessor, subject to applicable law, shall be cumulative and not exclusive of one another or of any other right or remedy or of any other powers and remedies available to Lessor under this Lease, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements of Lessee contained in this Lease, and no delay or omission of Lessor to exercise any right or power accruing upon the occurrence of any Event of Default shall impair any other or IM545.11 enrol -24- (? subsequent Event of Default or impair any rights or remedies consequent thereto. Every power and remedy given by this Section or by law to Lessor may be exercised from time to time, and as often as may be deemed expedient, by Lessor, subject at all times to Lessor's right in its sole judgment to discontinue any work commenced by Lessor or change any course of action undertaken by Lessor. 24. Mortgage, Subordination, Nondisturbance and Attornment. A. Lessor's interest in this Lease and/or the Premises shall not be subordinate to any encumbrances placed upon the Premises by or resulting from any act of Lessee, and nothing herein contained shall be construed to require such subordination by Lessor. Lessee shall keep the Premises free from any liens for work performed, materials furnished or obligations incurred by Lessee. EXCEPT AS OTHERWISE CONSENTED TO BY LESSOR PURSUANT TO SECTION 26, NOTICE IS HEREBY GIVEN THAT LESSEE IS NOT AUTHORIZED TO PLACE OR ALLOW TO BE PLACED ANY LIEN, MORTGAGE, DEED OF TRUST OR ENCUMBRANCE OF ANY HIND UPON ANY, ALL OR ANY PART OF THE PREMISES OR LESSEE'S LEASEHOLD INTEREST THEREIN, AND ANY SUCH PURPORTED TRANSACTION SHALL BE VOID. FURTHERMORE, ANY SUCH PURPORTED TRANSACTION SHALL BE DEEMED A TORTIOUS INTERFERENCE WITH LESSOR'S RELATIONSHIP WITH LESSEE AND LESSOR'S FEE OWNERSHIP OF THE PREMISES. B. This Lease and the estate, interest and rights hereby created are subordinate to every Ground Lease and Mortgage now or hereafter placed upon the Premises by Lessor, and Lessee covenants and agrees to execute and deliver, upon demand, such further instruments subordinating this Lease to the lien or interest of any or all such Ground Leases or Mortgages as shall be desired by Lessor or any present or proposed Ground Lessor or Mortgagee. Notwithstanding the foregoing, the subordination of this Lease to any future Ground Lease or Mortgage shall be subject to the execution by such Ground Lessor or Mortgagee of a subordination, nondisturbance and attornment agreement in substantially the form. set forth in Exhibit C or such other form as is reasonably acceptable to such future Ground Lessor or Mortgagee. C. If any Mortgagee, receiver or other secured party elects to have this Lease and the interest of Lessee hereunder be superior to any such interest or right and evidences such election by notice given to Lessee, then this Lease and the interest of Lessee hereunder shall be deemed superior to any such Mortgage, whether this Lease 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 Lease as if it had been 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. D. Although the foregoing provisions shall be self-operative and no future instrument of subordination shall be required, upon request by Lessor, Lessee shall execute and deliver whatever instruments may be required for such purposes, and in the event Lessee fails so to do within 10 days after demand, Lessee does hereby make, constitute and irrevocably appoint Lessor 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. 923545.11 WIM5 -25- E. In the event that any existing or prospective Ground Lessor or Mortgagee requires a modification or modifications of this Lease, 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 Lessee under this Lease, Lessee agrees that this Lease may be so modified and agrees to execute whatever documents are required therefore and deliver the same to Lessor within ten (10) days following written request by Lessor. In the event Lessee fails to execute and deliver such documents within ten (10) days of written request by Lessor, Lessee does hereby make, constitute and appoint Lessor as Lessee'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. F. In the event any Ground Lessor or any purchaser or assignee of Mortgagee at a foreclosure sale acquires title to the Premises, or in the event any Ground Lessor or Mortgagee or any assignee of such party otherwise succeeds to the rights of Lessor as landlord under this Lease, Lessee shall attorn to such Ground Lessor or Mortgagee or such purchaser or assignee, as the case may be (individually and collectively, a "Successor Lessor"), and recognize the Successor Lessor as Lessor under this Lease, and this Lease shall continue in full force and effect as a direct lease between the Successor Lessor and Lessee, provided that the Successor Lessor shall only be liable for any obligations of the Lessor under this Lease which accrue after the date that such Successor Lessor acquires title. The foregoing provision shall be self operative and effective without the execution of any further instruments. G. Lessee shall give written notice to any Ground Lessor of the Premises or Mortgagee having a recorded lien upon the Premises or any part thereof of which Lessee has been notified of any breach or default by Lessor of any of its obligations under this Lease. If, within thirty (30) days after receipt of written notice from Lessee, Mortgagee, at Mortgagee's sole option, commences to cure a default of Lessor under this Lease that is capable of being cured by Mortgagee, or commences to pursue any other of its remedies under the Mortgage and thereafter diligently pursues such cure to completion, Lessee agrees not to terminate this Lease, reduce rent, credit or offset against future rents, consent or acquiesce in the termination of the Lease or surrender the Premises and agrees to continue to be bound by the terms of this Lease. Upon request by Lessor, Lessee shall also provide Lessee's most recent audited financial statements to Lessor or any such Ground Lessor or Mortgagee and certify the continuing accuracy of such financial statements in such manner as Lessor and such Ground Lessor or Mortgagee may request. 25. Estoppel Cert kate. A. At any time, and from time to time, Lessee agrees, promptly and in no event later than 10 days after a request from Lessor or any Ground Lessor or Mortgagee of the Premises to execute, acknowledge and deliver to Lessor or any present or proposed Ground Lessor or Mortgagee or purchaser designated by Lessor, any Ground Lessor or Mortgagee of the Premises a certificate in the form supplied by Lessor, certifying: (i) that Lessee has accepted the Premises (or, if Lessee has not done so, that Lessee has not accepted the Premises, and specifying the reasons therefor); (ii) that this Lease is in full force and effect and has not been modified (or if Modified, setting forth all modifications), or, if this Lease is not in full force and effect, the certificate shall so specify the reasons therefor; (iii) the commencement and expiration 833545.11611/05 -26- (- " dates of the Lease Term and the terms of any extension options of Lessee; (iv) the date to which the rentals have been paid under this Lease and the amount thereof then payable; (v) whether there are then any existing defaults by Lessor in the performance of its obligations under this Lease, and, if there are any such defaults, specifying the nature and extent thereof; (vi) that no notice has been received by Lessee of any default under this Lease which has not been cured, except as to defaults specified in the certificate; (vii) the capacity of the person executing such certificate, and that such person is duly authorized to execute the same on behalf of Lessee; (viii) that neither Lessor nor Mortgagee has actual involvement in the management or control of decision making related to the operational aspects or the day-today operations of the Premises, including the USTs or the handling or disposal of solid or hazardous waste, except as expressly provided in this Lease; and (ix) any other information reasonably requested by Lessor, or its present or proposed purchaser or Ground Lessor or Mortgagee. B. If Lessee shall fail or refuse to sign a certificate in accordance with the provisions of this Section within 10 days following a request by Lessor, Lessee irrevocably constitutes and appoints Lessor as its attorney-in-fact to execute and deliver the certificate to any such third party, it being stipulated that such power of attorney is coupled with an interest and is irrevocable and binding. 26. Assignment. A. If Ground Lessor or Mortgagee shall succeed to the rights of Lessor as landlord under this Lease, whether through termination of a Ground Lease, foreclosure of the lien of a Mortgage, deed-in-lieu of foreclosure or otherwise, Ground Lessor or Mortgagee, as Lessor, shall have the right to sell or convey the Premises or to assign its right, title and interest as Lessor under this Lease in whole, but not in part. In the event of any such sale or assignment other than a security assignment, Lessee shall attorn to such purchaser or assignee and Lessor shall be relieved, from and after the date of such transfer or conveyance, of liability for the performance of any obligation of Lessor contained herein, except for obligations or liabilities accrued prior to such assignment or sale (provided, however, nothing in this Section 26 shall impose liability on Ground Lessor or Mortgagee or such purchaser or assignee, as Lessor, for the obligations of Lessor accruing under this Lease prior to the time Ground Lessor or Mortgagee or such purchaser or assignee, as the case may be, succeeds to Lessor's rights as Lessor under this Lease). B. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Premises in entering into this Lease. Without the prior written consent of Lessor, (i) Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest therein, whether by operation of law or otherwise; (ii) no interest in Lessee shall be assigned, transferred, conveyed, pledged or mortgaged, whether by operation of law or otherwise, including, without limitation, a dissolution of Lessee; and (iii) Lessee shall not sublet all or any part of the Premises. Lessor agrees that it shall not unreasonably withhold or delay its consent to such matters, it being understood that Lessor's consent may be based upon such matters as Lessor may in its reasonable discretion determine, including, without limitation, the experience and creditworthiness of any assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, the transfer to any assignee of all =515.11 6AM -27- (^ necessary licenses to continue operating the Premises for the purposes herein provided, receipt of such representations and warranties from any assignee as Lessor may request, including such matters as its organization, existence, good standing and finances and other matters, whether or not similar in kind. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to Lessor's standard form of assumption agreement. No such assignment nor any subletting of the Premises shall relieve Lessee of its obligations respecting this Lease. Any assignment, transfer, conveyance, pledge or mortgage in violation of this paragraph shall be voidable at the sole option of Lessor. 27. Notices. All notices, consents, approvals or other instruments required or permitted to be given by either party pursuant to this Lease ("Notices") shall be in writing and given by (i) hand delivery, (ii) facsimile, (iii) express overnight delivery service or (iv) certified or registered mail, return receipt requested (provided, however, Notices sent by certified or' registered mail shall also be delivered by one of the other methods described in subitems (i), (ii) and (iii) hereof), and shall be deemed to have been delivered upon (a) receipt, if hand delivered, (b) transmission, if delivered by facsimile, with facsimile machine confirmation, (c) the next Business Day, if delivered by express overnight delivery service, or (d) the third Business Day following the day of deposit of such notice with the United States Postal Service, if sent by certified or registered mail, return receipt requested. Notices shall be provided to the parties and addresses (or facsimile numbers, as applicable) specified below: If to Lessor: Real Estate Department Attn: William Long Uni-Marts, LLC 477 East Beaver Avenue State College, PA 16801-5690 Telephone: 814-234-6000 Telecopy: 814-234-3277 If to Lessee: SAIMA INTERNATIONAL, INC. Attn: Aijaz A. Shaikh, President 2203 Glen Allen Avenue, Apt T-2 Silver Spring, MD 20906 Telephone: Telecopy: or to such other address or such other person as either party may from time to time hereafter specify to the other party in a notice delivered in the manner provided above. No such notices, consents, approvals or other communications shall be valid unless Ground Lessor or Mortgagee, if any, receives a duplicate original thereof, provided Lessor has provided Lessee with contact information for such party. The contact information for General Electric is: 923545.11 61IM5 -28- GE Capital Franchise Finance Corporation 17207 North Perimeter Drive Scottsdale, AZ 85255 Attn: Collateral Management Telephone: (480) 585-4500 Telecopy: (480) 585-2225 or to such other address or such other person as either party may from time to time hereafter specify to the other party in a notice delivered in the manner provided above. 28. Holding Over. If Lessee remains in possession of the Premises after the expiration of the term hereof, Lessee, at Lessor's option and within Lessor's sole discretion, may be deemed a tenant on a month-to-month basis and shall continue to pay rentals and other sums in the amounts herein provided, except that the Base Monthly Rental shall be automatically doubled, and to comply with all the terms of this Lease; provided that nothing herein nor the acceptance of rent by Lessor shall be deemed a consent to such holding over. Lessee shall defend, indemnify, protect and hold Lessor harmless from and against any and all claims, losses and liabilities for damages resulting from Lessee's failure to surrender possession upon the expiration of the Lease Term, including, without limitation, any claims made by any succeeding lessee. 29. Lessor's Lien/Security Interest. Lessee agrees that Lessor shall have a landlord's lien, and additionally hereby separately grants to Lessor a first and prior security interest, in, on and against all personal property belonging to Lessee from time to time situated on or used in connection with any or all the Premises, which lien and security interest shall secure the payment of all rental and other charges payable by Lessee to Lessor under the terms hereof and all other obligations of Lessee to Lessor under this Lease; provided, however, that such lien and security interest shall be automatically subordinated and second in lien priority to (a) any security interest in such assets granted by Lessee to an unaffiliated financial institution as security for purchase money financing utilized to acquire such assets, (b) any security interest in such assets granted by Lessee to an unaffiliated financial institution as security for financing utilized to acquire the business at the Premises, and (c) all renewals, replacements, modifications, and extensions of such financings. Lessee further agrees to execute and deliver to Lessor from time to time such financing statements and other documents as Lessor may then deem appropriate or necessary to perfect and maintain said lien and security interest, and expressly acknowledges and agrees that, in addition to any and all other rights and remedies of Lessor whether hereunder or at law or in equity, in the event of any default of Lessee hereunder, Lessor shall have any and all rights and remedies of Lessor granted a secured party under the Uniform Commercial Code then in effect in the State. If Lessee shall fail for any reason to execute any such financing statement or document within 10 days after Lessor's request therefor, Lessor shall have the right to execute the same as attorney-in-fact of Lessee, coupled with an interest, for, and on behalf, and in the name of Lessee. Lessee covenants to promptly notify Lessor of any changes in Lessee's name and/or organizational structure which may necessitate the execution and filing of additional financing statements (provided, however, the foregoing shall not be construed as Lessor's consent to such changes). 223545.116/110 -29- 30. Removal of Lessee's Property. At the expiration of the Lease Term, and if Lessee is not then in breach hereof, Lessee may remove from the Premises all personal property belonging to Lessee. Lessee shall repair any damage caused by such removal and shall leave the Premises broom clean and in good and working condition and repair inside and out. Any property of Lessee left on the Premises on the tenth day following the expiration of the Lease Term shall automatically and immediately become the property of Lessor, provided, however, that this provision shall not relieve Lessee from the obligation to dispose of such property if requested by Lessor. 31. Financial Statements. Within 45 days after the end of each fiscal quarter, and within 120 days after the end of each fiscal year of Lessee, Lessee shall deliver to Lessor (i) complete financial statements of Lessee including a balance sheet, profit and loss statement, statement of changes in financial condition and all other related schedules for the fiscal period then ended; and (ii) income statements for the business at the Premises. All such financial statements shall be prepared in accordance with generally accepted accounting principles, consistently applied from period to period, and shall be certified to be accurate and complete by Lessee (or the Treasurer or other appropriate officer of Lessee). Lessee agrees to reasonably cooperate with Lessor's requests to provide such financial information prior to the end of the applicable period established for delivering such information. Lessee understands that Lessor is relying upon such financial statements and Lessee represents that such reliance is reasonable. In the event that Lessee's property and business at the Premises is ordinarily consolidated with other business for financial statement purposes, such financial statements shall be prepared on a consolidated basis showing separately the sales, profits and losses, assets and liabilities pertaining to the Premises with the basis for allocation of overhead of other charges being clearly set forth. The financial statements delivered to Lessor need not be audited, but Lessee shall deliver to Lessor copies of any audited financial statements of Lessee which may be prepared, as soon as they are available. Lessor shall be permitted to share copies of all Lessee financial statements and other information concerning this Lease with any Mortgagee or prospective purchaser of the Premises. 32. Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, acts of God, enemy or hostile governmental 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, except the obligations imposed with regard to rental and other monies to be paid by Lessee pursuant to this Lease. 33. Document Review. In the event Lessee makes any request upon Lessor requiring Lessor or its attorneys to review and/or prepare (or cause to be reviewed and/or prepared) any document or documents in connection with or arising out of or as a result of this Lease, then, except as expressly stated elsewhere herein, Lessee shall reimburse Lessor or its designee promptly upon Lessor's demand therefor a reasonable processing and review fee. 34. Time is of the Essence. Time is of the essence with respect to each and every provision of this Lease in which time is a factor. 35. Consent of Lessor. Unless specified otherwise herein, Lessor's consent to any request of Lessee may be conditioned or withheld in Lessor's sole discretion. Lessor shall have 623545.11 6/1/05 -30- f : no liability for damages resulting from Lessor's failure to give any consent, approval or instruction reserved to Lessor, Lessee's sole remedy in any such event being an action for injunctive relief. Notwithstanding anything to the contrary contained herein, in all instances where consent or approval is required under a Mortgage or Ground Lease, Lessee shall be required to obtain such consent or approval from both Lessor and Mortgagee. 36. Waiver and Amendment. No provision of this Lease shall be deemed waived or amended except by a written instrument unambiguously setting forth the matter waived or amended and signed by the party against which enforcement of such waiver or amendment is sought. Waiver of any matter shall not be deemed a waiver of the same or any other matter on any future occasion. No acceptance by Lessor of an amount less than the monthly rent and other payments stipulated to be due under this Lease shall be deemed to be other than a payment on account of the earliest such rent or other payments then due or in arrears nor shall any endorsement or statement on any check or letter accompanying any such payment be deemed a waiver of Lessor's right to collect any unpaid amounts or an accord and satisfaction. 37. Successors Bound. Except as otherwise specifically provided herein, the terms, covenants and conditions contained in this Lease shall bind and inure to the benefit of the respective heirs, successors, executors, administrators and assigns of each of the parties hereto. 38. No Merger. The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall not result in a merger of Lessor's and Lessee's estates, and shall, at the option of Lessor, either terminate any or all existing subleases or subtenancies, or operate as an assignment to Lessor of any or all of such subleases or subtenancies. 39. Captions. Captions are used throughout this Lease for convenience of reference only and shall not be considered in any manner in the construction or interpretation hereof. 40. Enforceability. If any part of this Lease shall be held unenforceable by any court of competent jurisdiction, the remainder shall remain in full force and effect, and such unenforceable provision shall be reformed by such court so as to give maximum legal effect to the intention of the parties as expressed therein. 41. Relationship of the Parties; Interpretation. A. None of the agreements contained herein is intended, nor shall the same be deemed or construed, to create a partnership (either de jure or de facto) between Lessor and Lessee, to make them joint venturers, to make Lessee an agent, legal representative, partner, subsidiary or employee of Lessor, nor to make Lessor in any way responsible for the debts, obligations or losses of Lessee. B. This Lease shall be interpreted and construed in a fair and impartial manner without regard to such factors as the party which prepared the instrument, the relative bargaining powers of the parties or the domicile of any party. Whenever in this Lease any words of obligation or duty are used, such words or expressions shall have the same force and effect as though made in the form of a covenant. M545.11 0105 -31- ` 42. Easements. During the Lease Term, Lessor shall have the right to grant utility easements on, over, under and above the Premises without the prior consent of Lessee, provided that such easements will not materially interfere with Lessee's long-term use of the Premises. 43. Bankruptcy. A. As a material inducement to Lessor executing this Lease, Lessee acknowledges and agrees that Lessor is relying upon (i) the financial condition and specific operating experience of Lessee and Lessee's obligation to use the Premises as a Uni-Mart Facility in accordance with standards adopted on a system-wide basis, (ii) Lessee's timely performance of all of its obligations under this Lease notwithstanding the entry of an order for relief under the Code for Lessee, (iii) all defaults under this Lease being cured promptly, (iv) the characterization of this Lease as set forth in Section 4, and (v) this Lease being assumed within 60 days of any order for relief entered under the Code for Lessee, or this Lease being rejected within such 60 day period and the Premises surrendered to Lessor. Accordingly, in consideration of the mutual covenants contained in this Lease and for other good and valuable consideration, Lessee hereby agrees that: (i) All obligations that accrue under this Lease (including the obligation to pay rent), from and after the date that an Action is commenced shall be timely performed exactly as provided in this Lease and any failure to so perform shall be harmful and prejudicial to Lessor; i (ii) Any and all obligations under this Lease that become due from and after the date that an Action is commenced and that are not paid as required by this Lease shall, in the. amount of such rents, constitute administrative expense claims allowable under the Code with priority of payment at least equal to that of any other actual and necessary expenses incurred after the commencement of the Action; (iii) Any extension of the time period within which the Lessee may assume or reject this Lease without an obligation to cause all obligations coming due under this Lease from and after the date that an Action is commenced to be performed as and when required under this Lease shall be harmful and prejudicial to Lessor; (iv) Any time period designated as the period within which the Lessee must cure all defaults and compensate Lessor for all pecuniary losses which extends beyond the date of assumption of this Lease shall be harmful and prejudicial to Lessor; (v) Any assignment of this Lease must result in all terms and conditions of this Lease being assumed by the assignee without alteration or amendment, and any assignment which results in an amendment or alteration of the terms and conditions of this Lease without the express written consent of Lessor shall be harmful and prejudicial to Lessor; (vi) Any proposed assignment of this Lease to an assignee: (a) that will not use the Premises specifically as a Uni-Mart Facility in accordance with standards adopted on a system-wide basis, or (b) that does not possess a financial condition, S"54511 6/Iro5 -32- operating performance and experience characteristics equal to or better than the financial condition, operating performance and experience of Lessee as of the Effective Date, shall be harmful and prejudicial to Lessor; and (vii) The rejection (or deemed rejection) of this Lease for any reason whatsoever shall constitute cause for immediate relief from the automatic stay provisions of the Code, and Lessee stipulates that such automatic stay shall be lifted immediately and possession of the Premises will be delivered to Lessor immediately without the necessity of any further action by Lessor. (viii) This Lease shall at all times be treated and interpreted in a manner consistent with the specific characterizations set forth in Section 4 of this Lease, and assumption or rejection of this Lease shall be (a) in its entirety and (b) in strict accordance with the specific terms and conditions of this Lease. B. No provision of this Lease shall be deemed a waiver of Lessor's rights or remedies under the Code or applicable law to oppose any assumption and/or assignment of this Lease, to require timely performance of Lessee's obligations under this Lease, or to regain possession of the Premises as a result of the failure of Lessee to comply with the terms and conditions of this Lease or the Code. C. Notwithstanding anything in this Lease to the contrary, all amounts payable by Lessee to or on behalf of Lessor under this Lease, whether or not expressly denominated as such, shall constitute "rent" for the purposes of the Code. D. For purposes of this Section addressing the rights and obligations of Lessor and Lessee in the event that an Action is commenced, the term "Lessee" shall include Lessee's successor in bankruptcy, whether a trustee, Lessee as debtor in possession or other responsible person. 44. No Offer. No contractual or other rights shall exist between Lessor and Lessee with respect to the Premises until both have executed and delivered this Lease, notwithstanding that deposits may have been received by Lessor and notwithstanding that Lessor may have delivered to Lessee an unexecuted copy of this Lease. The submission of this Lease to Lessee shall be for examination purposes only, and does not and shall not constitute a reservation of or an option for Lessee to lease or otherwise create any interest on the part of Lessee in the Premises. 45. Other Documents. Each of the parties agrees to sign such other and further documents as may be necessary or appropriate to carry out the intentions expressed in this Lease. 46. Attorneys' Fees. In the event of any judicial or other adversarial proceeding between the parties concerning this Lease, to the extent permitted by law, the prevailing party shall be entitled to recover all of its reasonable attorneys' fees and other costs in addition to any other relief to which it may be entitled In addition, Lessor shall, upon demand, be entitled to all reasonable attorneys' fees and all other costs incurred in the preparation and service of any notice or demand hereunder, whether or not a legal action is subsequently commenced. References in this Lease to Lessor's reasonable attorneys' fees and/or costs shall mean both the fees and costs BMS43.11 6,1/05 -33- of independent counsel retained by Lessor with respect to the matter and the fees and costs of Lessor's in-house counsel incurred in connection with the matter. 47. Entire Agreement. This Lease and any other instruments or agreements referred to herein constitute the entire agreement between the parties with respect to the subject matter hereof, and there are no other representations, warranties or agreements except as herein provided. Without limiting the foregoing, Lessee specifically acknowledges that neither Lessor nor any agent, officer, employee or representative of Lessor has made any representation or warranty regarding the projected level of Lessee's gross sales for the Premises or the projected profitability of the business to be conducted on the Premises. Furthermore, Lessee acknowledges that Lessor did not prepare or assist in the preparation of any of the projected figures used by Lessee in analyzing the economic viability and feasibility of the business to be conducted by Lessee at the Premises. 48. Forum Selection; Jurisdiction; Venue; Choke of Law. For purposes of any action or proceeding arising out of this Lease, the parties hereto expressly submit to the jurisdiction of all federal and state courts located in the State. Lessee consents that it may be served with any process or paper by registered mail or by personal service within or without the State in accordance with applicable law. Furthermore, Lessee waives and agrees not to assert in any such action, suit or proceeding that it is not personally subject to the jurisdiction of such courts, that the action, suit or proceeding is brought in an inconvenient forum or that venue of the action, suit or proceeding is improper. This Lease shall be governed by and construed in accordance with the internal laws of the State, without regard to principles of conflict of law. 49. Counterparts. This Lease may be executed in one or more counterparts, each of which shall be deemed an original. 50. Joint and Several Liability. If Lessee consists of more than one individual or entity, each such individual and/or entity shall be jointly and severally liable for all obligations of Lessee under this Lease. 51. Limitation of Lessor's Liability. Lessee shall look solely to Lessor's interest in the Premises for enforcement of any obligation of Lessor under this Lease or under applicable law. No other property or other assets of Lessor shall be subject to levy, execution or other enforcement proceeding for the satisfaction of Lessee's remedies or with respect to this Lease, the relationship of landlord and tenant or Lessee's use and occupancy of the Premises. 52. Termination Document Upon Lessor's request, Lessee agrees to execute and acknowledge a termination of lease and/or quit claim deed in recordable form with respect to the Premises to be held by Lessor until the expiration or sooner termination of the Lease Term. 53. No Brokerage. Lessor and Lessee represent and warrant to each other that they have had no conversation or negotiations with any broker concerning the leasing of the Premises except Lessor's Broker. Lessor shall be solely responsible for all fees payable to Lessor's Broker. Each of Lessor and Lessee agrees to protect, indemnify, save and keep harmless the other, against and from all liabilities, claims, losses, costs, damages and expenses, including reasonable 3"5+5.116AM -34- attorneys' fees, arising out of, resulting from or in connection with their breach of the foregoing warranty and representation. 54. Waiver of Jury Trial and Punitive, Consequential, Special and Indirect Damages. LESSOR AND LESSEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH 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 WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LESSOR AND LESSOR, LESSEE'S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. THIS WAIVER BY THE PARTIES HERETO OF ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY HAS BEEN NEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. FURTHERMORE, LESSEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES FROM LESSOR OR ANY OF LESSOR'S AFFILIATES, OFFICERS, DIRECTORS OR EMPLOYEES OR ANY OF THEIR SUCCESSORS WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY LESSEE AGAINST LESSOR OR ANY OF LESSOR'S AFFILIATES, OFFICERS, DIRECTORS OR EMPLOYEES OR ANY OF THEIR SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE OR ANY DOCUMENT CONTEMPLATED HEREIN OR RELATED HERETO. THE WAIVER BY LESSEE OF ANY RIGHT IT MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES HAS BEEN NEGOTIATED BY THE PARTIES HERETO AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. 55. Automatic Teller Machine. Lessor reserves the sole and exclusive right, from time to time, to enter into an agreement with an unrelated third party providing for the installation and operation of an automatic teller machine ("ATM") within the Premises in a location reasonably approved by Lessee. Lessor shall be responsible for arranging for the installation of the ATM, at Lessor's cost, and shall be permitted to install necessary utilities and communications cabling. Lessee shall not install or permit the installation of any automatic teller machine other than the ATM. 56. Signage. Lessor reserves the sole and exclusive right, from time to time, to enter into one or more agreements (each, a "Signage Agreement") providing for the sale of signage rights in and about the Premises. Without limitation, such Signage may be placed in, on and around the Building and other improvements at the Premises, upon any trade fixtures of Lessee, or free standing. Such signage must be in compliance with applicable law and shall not (i) be constructed in a manner or placed in any location which materially interferes with Lessee's operations at the Premises, (ii) be offensive or disreputable in nature or (iii) advertise the sale of products or performance of services which would be in direct competition with the products and services sold by Lessee. Lessor shall share with Lessee fifty percent (50%) of any net income earned by Lessor from time to time in connection with the sale of signage rights in and about the Premises. SM-45.n enas -35- 57. Telecommunications Antennae. Lessor reserves the sole and exclusive right, from time to time, to enter into one or more agreements with unrelated third parties providing for the installation and operation of telecommunications antennae (the "Antennae") within the Premises in locations chosen by Lessor, provided that the same shall be installed and operated in compliance with applicable law and shall not be placed in any location which materially interferes with Lessee's operations at the Premises. Lessor shall be responsible for arranging for the installation of the Antennae, at Lessor's cost, and shall be permitted to install necessary utilities and communications cabling. Lessee shall not install or permit the installation of any telecommunications antennae other than the Antennae. $23545.11611105 -36- C IN WITNESS WHEREOF, Lessor and Lessee have entered into this Lease as of the date first above written. LESSOR UNI-MARTS, LLC, a Pennsylvania limited liability company By: ame: ll?s D. "n Title: Manager LESSEE SAIMA INTERNATIONAL, INC., a Pennsylvania corporation f By: Name Aijaz A. Shaikh Title: President IM545.116MW -37- Exhibit A Legal Description - SEE ATTACHED sms4s.u 6nros A-1 0-1905"" ALL that certain tract or parcel of real estate lying and being situated in and Peters Township, Franklin County, Pennsylvania, more particularly described as follows, to-wit: BEGINNING at a point or pin on the center line of Pennsylvania Route #16, a corner of lands of P. Dennis Koontz and F. Jean Koontz, his wife, and running thence by lands of Koontz, south forty-six (46) degrees, twenty-eight (28) minutes west, one hundred thirty-eight and forty-two hundredths (138.42) feet to an iron pin at lands formerly of J. Randolph Meyers, now Sunshine Lanes Inc., Realty Company, Inc.; thence by lands of Sunshine Lanes Realty Company, and by lands of D: Clifford Meyers, et al, north seventy-two (72) degrees, fifteen minutes west, three hundred eight and ninety-hundredths (308.90) feet to an iron pin at lands of Brindle; thence by same, north fifty (50) degrees, forty-six (46) minutes east, three hundred five and ninety-seven hundredths (305.97) feet to a point or pin on the center line of Pennsylvania Route #16; thence by the center line of Pennsylvania Route #16, south thirty-nine (39) sixty degrees, nineteen (19) minutes east, two hundred forty-eight andof Pennsylvania hundredths (248.63) feet to the point or pin on Route #16, the point of BEGINNING. his wife, BEING the same premises which P. Dennis Koontz and F. Jean Koontz, i and Paul D. Koontz and Mae F. Koontz, Y?is•wife, by deed -dated February 27, 1976, and recorded in the Franklin County Recorder of Deeds Office in Deed Book 723, Page 148, granted and conveyed unto Harold E. Wagner and Jane Gluck Wagner, his 1? wife, and Fred L. Wagner and Beverly T. Wagner, his wife, Grantors, parties of Lite first part herein. By Article of Agreement dated July 19, 1982 and recorded in Volume 865 at page 303 the parties of the first part contracted to sell the subject premises to ?I Fleisher's Dairy. Stores, Inc. On March 6, 1990 Fleisher's Dairy Stores, Inc. t 1 merged with Slate 11111 Associates, Inc., Slate Hill Associates, Inc. being ?I the surviving corporation. Subsequently, on March 7, 1990, Slate Hill Associates, Inc. merged with Uni-Marts, Inc., Uni-Marts, Inc. being the ?' surviving corporation. $23545.116/1!05 Exhibit B Third Party Leases - SEE ATTACHED B-1 AGREEMENT OF LEASE © Y / D,5 THIS AGREEMENT MADE THIS 23rd DAY OFi July 1992 BY AND BETWEEN: UNI-MARTS, INC., 477 East Beaver Avenue, State College, Centre County, State College, Pennsylvania 16801-5690, (hereinafter referred to as "LESSOR"), AND FIRST NATIONAL BANK OF GREENCASTLE, Post Office Box 8, Greencastle, Franklin County, Pennsylvania 17225-0008, (hereinafter referred to as. "TENANT"). WITNESSETH: Lessor, for and in consideration of the rents, covenants-and agreements here- inafter set forth does hereby demise and lease unto Tenant, and Tenant does hereby hire and take, subject to the provisions of this Agreement, the following real property, together with buildings and improvements erected thereon and the equip- ment therein (see Schedule "1" attached hereto) (the real property and buildings and improvements erected thereon hereinafter being collectively referred to as the "premises"), an area approximately 1500 square feet-located at 305 North Main Street, Franklin County,, Township of. Peters, town of Mercersburg, Pennsylvania, known as Uni-Mart #04905,-being more specifically described in Exhibit "A" legal description attached hereto and by this reference incorporated herein. To have and to hold said premises, subject'as aforesaid, unto Tenant, their successors and assigns, and subject to the terms, covenants, conditions and agreements set forth herein, for a term of ten (10) years; commencing on the commencement. date (as said term is hereinafter defined) and expiring an•the day immediately preceding the tenth anniversary of the said commencement. date, unless sooner terminated as hereinafter provided. it V Y I. RENT Tenant shall pay to Lessor and Lessor shall accept from Tenant as rent for the premises the sum set forth on Exhibit "B" on the first day of each and every calendar month during the term of this lease. The accrual of rent hereunder shall begin within 90 days from the date of this agreement or upon completion on new construction and issuance of all necessary occupancy permits, whichever occurs first. In the event that the date of commencement of the term hereunder shall occur on a day of the month other than the first day of the month, the first rental payment shall be adjusted for the proportional fraction of the whole month so that all rental payments other than the first shall be made and become due and payable on the first day of each month. II. COMMENCEMENT DATE AND OPTIONS TO RENEW The commencement date of this lease shall be the date of accrual of rent as above provided. Lessee shall have the option to renew this lease for three (3) successive terms of five (5) years each under the same terms, conditions and provisions as here- inafter provided for during the original term of this lease, except that the annual rent shall be renegotiated by both parties, and any adjustment shall not exceed the percentage increase in the Consumer Price Index for all all urban wage earners (C.P.I. - U.). Each renewal option, to be effective, must be exercised by Tenant by written notice of such exercise mailed to Lessor no less than three months prior to the commencement date of such renewal term. Any such notice of exercise or of any other such option shall be mailed to Lessor pursuant to the notice provisions here- inafter contained. III. OCCUPANCY ` Tenant shall have the right to use the premises for the purpose of operating a retail banking facility. Tenant shall be responsible for obtain- ing at its own expense all licenses, permits, or other documents or certificates required in order to occupy the building or to conduct its business therein. In no event shall the Tenant or anyone using or occupying the premises or any portion thereof under Tenant carry on or permit any illegal or improper business or activities on the premises, nor shall Tenant cause or permit any activities on the premises which constitute a nuisance. IV.: TARES, ASSESSMENTS AND OTHER CHARGES Tenant shall pay, on a pro-rata basis, before any fines, penalties, interest or cost'may be added thereto for the non-payment thereof, all real or personal property taxes, assessments, water and sewer rates and charges, and other governmental charges, general and special, ordinary and extra-ordinary, unfor- seen and foreseen, of any kind or nature whatsoever, including, but not limited to, assessment for public improvements'or benefits which shall during the term hereof, be assessed, levied or imposed upon or become due and payable, or a lien upon the premises.-or any part thereof. Tenant's prorata share will be 33%. V. UTILITIES Tenant shall, following the commencement date; pay for all utilities consumed on the premises. VI. ASSIGNMENT AND SUBLETTING Tenant shall not have the right to'assign this lease or sublet the.' ' premises or any portion thereof without first securing the written consent of Lessor, which consent shall not be '.unreasonably withheld. -3- , a f VII: INSURANCE *hw:**m L----i t-----eke€?r al--i-?a-ae#c-eeat-and-expense, - cause.-tha..bui?,dti?gr?7?Eed•-?ep?ey?easeesy-?}-eger?arr??--f?eiad #aa-a?-a?tere!#ena, cap, - r-h-bt-f?r#}gr-i?aerree?-aaa#?ts?-fees-er- $s--by-,% --Ri niF-P*epe i.a?r.?A}I- ek-#erssrrance-akai -be-#a-aa-ee?eaes? equal -o--ZAOt-o?- .1?-i?tstfrakl?value -e€-Mkt-ber#- r-egtt#paKehaad--#atpreve- '° -,- ?=#?+.?1ssala -aka=sae -used -. fa-?k€a-agreeaeeat-aka##?aeae:-ire, actual cap, asamant 1290C (b) During the term of this lease, Tenant shall, at its own cost. and expense, maintain,- with respect to the premises, comprehensive general publie'liability insurance against claims for personal-injury (including death) or property•damage occurring upon, in or about the premises (including the adjacent sidewalks and streets) in a combined single limit of not less than $1,000,000.00 with $1,000.00 medical payments. (c) All policies of insurance shall be-with insurance companies satis- factory to Lessor authorized to do business in the county and state where the subject premises are situate, and shall be executed in favor of Lessor and in favor of Tenant, as their-respective interests may appear. All policies of insurance shall provide that.'notice-shall be given by the insurance comppny to Lessor and Tenant at least 10 days prior to-any termination or cancellation of such policy. Tenant shall furnish,Lessor•with-certificates of the insurance required to be maintained by Tenant hereunder, which certificates shall be marked "premium paid" or shall be accompanied by other evidence of payment. VIII. CERTAIN.RIGHTS OF LESSOR Tenant covenants and agrees that if Tenant shall._fail at any time to make any payment or to perform any act on its part to be made or performed under this agreement in accordance with the terms hereof, Lessor may, at its -4- V i sole discretion, without notice or'demal'd,, and without waiving or releasing Tenant from any obligation of Tenant hereunder, make such payment or perform such act to the extent that Lessor may deem desirable in connection therewith, and employ counsel. All sums so paid by Lessor and all reasonable expenses in connection therewith, together with interest thereon at the rate of twelve percent per annum-from the date of such payment shall be payable to Lessor on demand. IX. REPAIRS AND MAINTENANCE- . Tenant covenants at its.sole.cost and expense, to take good care of the premises (including the building, equipment and related improvements) and to keep the same in good order and condition (subject to reasonable wear and tear) and to make promptly all necessary repairs thereto and all necessary alterations, renewals and replacements thereof, structural and nonstructural, interior and exterior, ordinary as well as extraordinary, foreseen and well as.unforeseen and equal in quality and classification to the original. Tenant shall keep the premises and sidewalks adjoining the same in a clean and orderly condition free of dirt, debris, snow and ice. Tenant' will pay for its pro-rata share of Common Area Maintenance of the center. AM at g3,fr-&M. agy -A snag 0 XI. LEGAL REQUIREMENTS Tenant covenants to comply with'all laws, statutes, ordinances, regulations or rules of any governmental authority having jurisdiction and applicable to the demised premises and with the requirements of 'any insurer undei any policy of insurance described in paragraph VII. hertof. -5- XII. LIENS Tenant shall not suffer or permit any nechanics liens or other liens to be levied or diled against the Lessor's interest in the premises, and if any such liens should be filed against the premises, and if such liens should include or purport to include Lessor's interest therein, Tenant shall cause the same to be discharged of record within 20 days after notice to do `so by Lessor. XIII. FIRE AND CASUALTY Tenant agrees to pay its pro-rata share or 331 of the costs for fire and casualty insurance 'coverage of the premises. XIV. CONDEMNATION In the. event that the leased premises shall be taken for public use by the city, 'state or federal government, public authority or other corporation having the power of eminent-domain, then this lease shall terminate as of the date on which possession thereof shall be taken for such'piblic-use, or, at the option'of the -6- , Tenant, as of the date on.which the-preoties shall become unsuitable for Tenant's regular business by reason of such taking; provided, however, that if only a part of the lease premises shall be so taken, this lease shall not ter- urinate but shall continue in effect and the rent shall be reduced in proportion to the value or utility of the 'part of the premises so taken. Such abatement shall be applied retroactively to the date of taking. Tenant shall participate in any award for such public taking only to the extent that it may have suffered compensable damage as a Tenant on account of such public taking and to the extent that a Tenant is entitled to damages under the appropriate eminent domain statutes at said time. XV. DAMAGE AND INJURY Tenant shall be in exclusive control of the premises as provided herein, and Lessor shall not, in any event whatsoever, be liable for any injury or damage to any property or to any person happening or occurring on or about 'the premises, including.without limitation, any property of Tenant or any other person contained therein. Tenant shall indemnify and hold harmelss Lessor from and against any and all claims, actions, suits, ..demands, liabilities,-or losses whatsoever brought against, suffered or incurred.by Lessor arising from the conduct or management, or from any work or thing whatsoever dons in -or about 'the premises, or arising from any condition of the building, underground storage tanks or of any street, curb, or sidewalk adjoining.the premises or arising'from any breach or default on the part of the-Tenant in the performance of any covenant, condition or agreement .on the part of the Tenant to be performed 'or observed hereunder or arising from any act of negligence of Tenant, it agents, contractors,. licensees or visitors,. and from and against all expenses incurred on account of any such claim,. action, suit, or demand, and Tenant shall upon written notice from Lessor, resist or defend` the same. -7- XVI. RENT ABATEMENT ` Except as provided in paragraphs XV. hereof there shall be no'abatement reduction, or diminution of rent or charges allowed to* Tenant hereunder, under' any circumstances or for.any cause or reason whatsoever, including but not limited to inconvenience, discomfort or interruption of business, for any reason, nor shall any of the foregoing be deemed to constitute an eviction of the Tenant hereunder. XVII. ACCESS TO PREMISES Lessor,, or its-agents, or.any mortgages of the fee title to the premises, or any prospective mortgagee or purchaser of the premises, shall have the right to enter the premises at all reasonable hours for the purpose of inspection or performing any act which Tenant may have failed to perform in accordance with the provisions of this Agreement, and at any time within three months prior to the expiration of the term of this agreement Lessor may show the premises to persons for the purpose%of renting same, and Lessor may, within three months prior to the expiration of the term hereof, place the usual notices of "to let" and "for sale" on or about the premises. XVIII.DEFAULT If the Tenant shall default for a-* eriod•-of ten days-After Lessor has given notice of such default in the payment of any installment of rent, or any other sum or sums provided for under this agreement as the same becomes due and .payable, or shall remove or attempt to remove or express or declare any intention to remove any.of the goods and chi tell from 'the..said premises (except in the ordinary course of business) or should execution be issued against the Tenant, bankruptcy proceedings commenced by or against said Tenant or an assignment be made by Tenant for the benefit of creditors or a receiver appointed for 'Tenant, than and in such event the entire rent for the balance of said term t 1 shall at once become due and payable as, if by the terms of this lease it were '"• all payable in advance. In case of such assignment, bankruptcy proceedings, appointment-of a receiver'gr of a sale on legal•process of Tenant's goods, Lessor shall have the•right to demand and receive the rent for'the balance of the term which shall be first paid out of proceeds of such assignment, bankruptcy or receiver's proceedings or sale on legal process, any law, usage or custom to the contrary notwithstanding. XIX. WAIVERS No ,failure of the Lessor to insist on strict' performance- of any term of this agreement or to exercise any right or remedy upon a breach hereof, and no acceptance of full or partial rent during the continuance of any such breach shall constitute a waiver of any such breach of of such term or provision. No breach by Tenant of any term or provision of this agreement shall be waived except by written instrument executed by Lessor, and no such waiver "shall be deemed to be a waiver of any subsequent breach of the same or of any -other term or provision of this agreement. XX. REPRESENTATIONS Lessor warrants that as of the commencement date. it will have good and marketable title to the premises subject'Qnly to such reservations, restrictions,: liens, encumbrances, easements and/or outstanding interests if any, as will not. restrict or interfere with. Tenant'"s proposed use of the premises. XXI. NOTICES All notices, demands, requests, approvals and other communications which are required or permitted to be given under this agreement shall be in writing I 1 and shall be deemed given when sent by,.United States Registered or Certified Mail, postage prepaid, return receipt requested to the following addresses: A. TO LESSOR: . Uni-Marts, Inc. 477 East Beaver Avenue State College; PA 16801 B. TO TENANT: First National Bank of Greencastle P.O. Box 8 Greencastle, PA 17225-0008 Either party, from time to time, by written notice to the other, may designate a different address. XXII. TRANSFER BY LESSOR In the event of any transfer or transfers of the interest of Lessor in this lease (except a transfer by way of security) the Lessor herein named,.or any subsequent Lessor, shall be automatically freed and relieved from and after the date of such transfer of all personal liability as respects the performance of any covenants or agreements on the part of Lessor to be performed hereunder: provided however,.that any funds in the possession of the -then-Lessor shall be turned over at the time of 'such transfer to the transferree; and provided further, however, that 'the then-Lessor shall remain liable 'for any amount or sums which became actually due and owing- toTenant by Lessor prior to such transfer; and provided further, however, that the. Lessor shall give not less than 30 days written notice to Tenant of Lessors intention to transfer Lessor's interest to any third party, specifically identifying such third party. XXIII. QUIET ENJOYMENT Lessor covenants and agrees that Tenant dpon paying the annual rent and -10- performing and observing. all the other ?ovenants, agreements and conditions of this agreement to be performed and observed by Tenant, shall quietly hold, occupy and enjoy the premises during the term thereof, without hindrance or interference by Lessor or any person claiming. under-Lessor; Subject, however, to the terms and provisions of this agreement. XXIV. SIGNS Tenant may, and at its own risk, and in accordance with the local zoning ordinances, erect signs, including pole signs, concerning the business of the tenant and agrees to maintain said signs in a good state of repair, and save the Lessor harmless from any loss, cost and damages as a result of the erection, maintenance, existence or removal of the same, and shall repair any damages which may have been caused by the erection, existence, maintenance or removal of such signs. At the end of. the term of this lease, Tenant shall remove the same and restore the premises to substantially the same condition as existed prior to the erection thereof. XXV. MISCELLANEOUS A. The covenants, conditions and. terms of this agreement shall be, binding upon and inure•to"the benefit of:the parties hereto, their. respective successors and assigns., The remedies and rights of Lessor hereunder are cumulative and are not-intended to be exclusive of any other rights'or remedies to which Lessor may be otherwise entitled. B. This agreement represents the entire understanding of the parties with respect to the subject matter hereof, and there are ho under- standings of any sort in addition thergto, and this agreement shall: not be modified by a writing,Tecuted by both of the parties hereto. C. All of the covenants by Lessor and Tenant hereunder shall be deemed and construed to be "conditions" as well as ."covenants.,' D. All references herein to Lessor and Tenant indicate the persons who, from time to time, occupy the position, respectively, of Lessor and Tenant. Whether the neuter', masculine or feminine is used, each shall include the other and the singular shall include the plural, and the plural the.'singular unless the context shall plainly require otherwise. •XXVI. NET LEASE IT IS THE PURPOSE AND INTENT OF LESSOR AND TENANT THAT THIS AGREEMENT SHALL BE DEEMED AND CONSTRUED TO BE AN ABSOLUTELY-NET LEASE, AND IN NO CIRCUMSTANCE AND UNDER NO CONDITION, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER WITHIN OR BEYOND"THE PRESENT CONTEMPLATION OF THE PARTIES, SHALL LESSOR BE REQUIRED TO MAKE PAYMENT OF ANY KIND WHATSOEVER, OR BE UNDER ANY OTHER OBLIGATION OR LIABILITY HEREUNDER, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. IN WITNESS WHEREOF, the. parties hereto have hereunto set their hands and seals the day and year first written above. ATTEST: LESSOR: :,Uni-Marts, Inc. BY• Char es R. Markham, Exec. V.P. i i^•? i As 't. Vice President,. TENANT: First National Bank of Greencastle BY:,;.,,,"1 i1 Dona a ows , ., ce Presiden -12- , 1 COMMONWEALTH OF PENNSYLVANIA COUNTY OF FRANKLIN :SS fl On this, the 23rd day, of July 1992 before me personally appeared Donald F. Chlebowski, Jr., Vice President of The First National Bank of Greencastle, enna., known to me (or satisfactorily proven to be the person(s) whose names are subscribed to the within instrument, and acknowledged that he executed the same for the purpose therein contained. IN WITNESS WHEREOF, I have hereunto-sat my land and seal. LLL_ My commission expires: NawW Teresa 0. esb epee,, pda WCa n 6g0aMayes 31 COMMONWEALTH:OF PENNSYLVANIA COUNTY OF CENTRE :SS On this, the ;.?'-'?day•,of 1992 before me personally appeared Of Uni-Marts, Inc. known-to me to be the person whose name is subscribed to the within instrument, and acknowl'edged'tha't'he executed the same for the purpose therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and seal. My commission expires: • tj EXHIBIT "B" Rent Schedule BASE RENT YEARS $10.00/square foot for 1500 square feet 1 - 5 or $1,2501month; $15,.000/year $11.00/square foot for 1500 square feet 6 - 10, or $1,375/month; $16,500/year .?W " - 101,7 '. . January 13, 1997 Mr. Don Chlebowski First National Bank of Greencastle P.O. Box 8, On the Square Greencastle, PA 17225.0008 Re: Uni-Mart #04905 350 North Main Street Mercersburg, PA. Rental space Dear Don: "A 25th 1972 C6tZ7? a" 1997 AWA(Hrtt r ?nyAt 9}i .?• eye.' c, '70 -- s'? 7 %? /v 7 3 Enclosed is your copy of the fully executed Lease Amendment for the additional space, as referenced. We kept a copy for our records. Best wishes with the new space and if you have any questions about the improvements, please contact me. Sincerely, Daniel J. Wallace Director of Real Estate DJW/lap enclosure UnbMarts, Inc. 477 East Beaver Avenue • State College, PA 16801.5690 • Phone: (614) 234-6000 BY ................ »....... DATE CHKD. BY ............DATE ............... s ECT :71.Y.y{ ?t7 tcn; ;4;... -IK-f;Qr PT:: ;j_Lr d ........ ........... . !'............ ................. SHEET NO......_...».» OF........ JOB NO .................................. .i aV N January 9, 2002 Mr. Don Chlebowski First National Bank of Greencastle P.O. Box 8 On the Square Greencastke, Pa. 17225-008 Uni-Mart Rental #04905 Mercersburg, Pa. Dear I& Chlebowski; Just a friendly reminder; pursuant to the terms and conditions of the current Lease Agreement: Effective January 1.2002: the monthly rent payments will increase from 11.725.00 to 1850.00 at the above location(s). To ensure proper credit, please make payments promptly on their respective due date(s) and reference your payments # 4905 Rental. January rent payment was at the old rate. Please make the proper adjustment with the February payment. As you have been, all rental payments should be made payable to: Uni-Marts, Inc. Att: Jerry Meyer 477 E. Beaver Ave. State College, Pa. 16801 In addition, it is very important Uni-Mart have on file, a copy of your Liability Insurance Certificate, each anniversary date. If you have not ah-eady done so, please mail or fax (814) 234-8712 a copy to my atten ion. Uni-Marts and I look forward to a continued successful association. Please feel free to contact me should you have any questions. William R Long G Director; Real Estate Exhibit C Form of Estoppel, Subordination, Nondisturbance and Attornment Agreement Recording requested by and when recorded return to: ESTOPPEL, SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS ESTOPPEL, SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this "Agreement"), is made as of , 200_, by and among a ("Tenant"), whose address is Uni-Marts, LLC, a Pennsylvania limited liability company ("Landlord"), whose address is 477 East Beaver Avenue, State College, Pennsylvania 16801-5690, and , a ("Lender"), whose address is RECITALS A. Landlord and Tenant are parties to a Lease dated as of , 20_ (the "Lease"), wherein Tenant leases certain real property legally described on the attached Exhibit A and certain improvements located thereon (said real property and improvements being hereinafter collectively referred to as the "Premises"). B. The Premises is encumbered by that certain from Landlord and held by Lender (together with (i) any and all increases, renewals, modifications, extensions, substitutions, replacements and or consolidations thereof or of the Note (hereinafter defined) and (ii) any future mortgage or encumbrance affecting the Premises held by or made for the benefit of Lender and/or its successors and assigns, the "Mortgage") securing that certain promissory note dated as of the date of the Mortgage payable to the order of Lender with respect to the Premises (the "Note"), which Mortgage has been recorded, or is to be recorded contemporaneously with the recording of this Agreement, in the records of the county recorder where the Premises is located. C. Tenant has agreed to recognize the rights of Lender in accordance with the terms and provisions of this Agreement with respect to the Premises and has further 8235+5.116/1ro5 C-1 ( certified to and agreed with Lender as to certain matters with respect to the Lease as more particularly set forth herein. 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 hereto mutually covenant and agree as follows: 1. Subordination. A. Notwithstanding anything to the contrary contained in the Lease, the Lease and the leasehold estate created thereby is hereby declared to be, and hereafter shall continue at all times to be, junior, subject and subordinate, in each and every respect, to the Mortgage, including, without limitation, (i) any and all increases, renewals, modifications, extensions, substitutions, replacements and or consolidations of the Note or the Mortgage and (ii) any future mortgage or encumbrance affecting the Premises held by or made for the benefit of Lender and/or its successors and assigns. The foregoing subordination is effective and self-operative without the necessity for execution of any further instruments. B. Tenant hereby covenants with Lender that Tenant will not cause the Lease to be subordinated to any interests other than those held by or made for the benefit of Lender and/or its successors and assigns without prior written notice to and prior written consent of Lender. C. At any time at the election of Lender, Lender shall have the right to declare the Lease superior to the lien, provisions, operation and effect of the Mortgage. 2. Nondisturbance. So long as Tenant is not in default, beyond any applicable cure period, in performance of the terms, provisions and conditions contained in the Lease: A. Tenant shall not be named or joined in any foreclosure or other proceedings to enforce the Mortgage unless such joinder be required by law in order to pursue such foreclosure or other proceedings; B. Enforcement of the Mortgage shall not terminate the Lease or disturb Tenant in the possession and use of the Premises; and C. In the event of any foreclosure or other proceeding instituted for enforcement of the Mortgage or in case Lender takes possession of the Premises pursuant to any provision of the Mortgage, the Lease shall continue in full force and effect as though such proceeding or action had not occurred. 3. Attornnwnt. Notwithstanding the foregoing subordination, if the interest of Landlord under the Lease shall be transferred by reason of foreclosure or other proceedings (judicial or non judicial) for enforcement of the Mortgage or by reason of a deed in lieu of foreclosure, Tenant, at the election of the transferee and its successors and assigns (herein and hereafter together called the "Purchaser") acquiring said interests, shall be bound to the Purchaser'pursuant to all of the terms, covenants and 923545.116/1105 C-2 conditions of the Lease for the balance of the term of the Lease then remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser were the original landlord under the Lease, and Tenant does hereby attorn to and agree to attorn to the Purchaser, as its landlord, said attornment to be effective and self-operative without the necessity for execution of any further instruments, upon Purchaser's election after succeeding to the interest of the Landlord under the Lease. 4. Further Acts. Notwithstanding any provisions contained in Sections 1, 2 and 3 above which state that the attornment, non-disturbance and subordination by Tenant to Purchaser are effective and self-operative without the execution of any fuurther instrument, Tenant agrees that, upon request of Lender and/or Purchaser, it will execute such written agreement to evidence and affirm any and all of Tenant's obligations under this Agreement, and further, Tenant agrees that it will execute from time to time such further assurances and estoppel certificates as may reasonably be requested by Lender and Purchaser. Without limiting the generality of the foregoing, if and to the extent that Landlord rejects the Lease in any federal or state proceeding, Tenant will immediately enter into a new lease directly with the Purchaser on the same terms as the lease, provided execution of such new lease does not violate any bankruptcy law or related court order. 5. Limitation. Neither Lender nor any Purchaser shall be: A. liable for any act or omission of Landlord or any prior landlord (including the loss or misappropriation of any rental payments or security deposits); B. subject to any credits, claims, setoffs, offsets or defenses which Tenant may have against Landlord or any prior landlord; C. bound by (or responsible for) any advance payment of rent or any other monetary obligations under the Lease to Landlord in excess of one month's prepayment thereof in the case of rent, or in excess of one periodic payment in advance in the case of any other monetary obligations under the Lease; D. responsible for any security deposit not actually received by Lender or any Purchaser; E. bound by any amendment, assignment (in whole or in part), subletting, extension, renewal or modification of the Lease to which Lender or Purchaser has not consented in writing, and any attempted amendment, assignment (in whole or in part), subletting, extension, renewal or modification of the Lease without said consent shall be null and void and of no force and effect; F. liable for latent and/or patent defects in the construction of the Premises; G. liable for any breach of any warranty in the Lease by Landlord or a prior landlord. 829545.11 6MM C-3 f ., H. bound by any obligation to repair, replace, rebuild or restore the Premises, or any part thereof, in the event of damage by fire or other casualty, or in the event of partial condemnation, beyond such repair, replacement, rebuilding or restoration as may be required of the landlord under the Lease and as can reasonably be accomplished with the use of the net insurance proceeds or the net condemnation award actually received by or made available to Lender (as successor in interest to Landlord) or Purchaser; or 1. required to remove any person occupying the Premises or any part thereof. Neither Lender nor any Purchaser shall be liable for any reason for amounts in excess of the value of its interest in the Premises, or for consequential or punitive damages of any kind. 6. Notice. Tenant agrees to give prompt written notice to Lender (and to any successor in interest to Lender of which Tenant has been notified) of. A. any default of the Landlord under the Lease if such default is of such a nature as to give Tenant a right to terminate the Lease, reduce rent or to credit or offset any amounts against future rents; and B. any attempt by the Landlord (including any successor or assignee of the Landlord) to amend, modify, terminate, or render void the Lease. 7. Cure. If, within thirty (30) days after receipt of written notice from Tenant, Lender, at Lender's sole option, commences to cure a default of Landlord under the Lease that is capable of being cured by Lender, or commences to pursue any other of its remedies under the Mortgage and thereafter diligently pursues such cure to completion, Tenant agrees not to terminate the Lease, reduce rent, credit or offset against future rents, consent or acquiesce in the termination of the Lease or surrender the Premises and agrees to continue to be bound by the terms of the Lease and this Agreement. 8. Waiver. As against Lender and its successors in interest, Tenant hereby waives any default by Landlord which is not capable of being cured by Lender in the exercise of reasonable diligence. 9. Payments of Rent to Lender. Landlord absolutely assigns to Lender all payments of rent as the same are due under the Lease (the "Rent") and Tenant agrees that, from and after an Event of Default (as defined in the Mortgage) and until such time as all of Landlord's monetary obligations to Lender pursuant to the Note and the Loan Agreement between Lender and Landlord (with respect to the Note) have been fully paid, Tenant will pay the Rent directly to Lender. All such rental payments received by Lender shall be credited against Landlord's obligations to Lender. Lender agrees to notify Landlord, in writing, of any failure of Tenant to pay Rent to Lender and Landlord immediately shall cure Tenant's failure to pay by paying such Rent to Lender. 10. Assignment Landlord, by its execution hereof, agrees that this Agreement does not constitute a waiver by Lender of any of Lender's rights under the Mortgage and any assignment of leases or rents contained therein, or in a separate instrument or in any way release the Landlord from any of the terms, conditions, obligations, covenants and agreements of the Mortgage. 823545.116/1/05 C-4 11. Certrication. Tenant hereby certifies to and agrees with Landlord and Lender as follows, with the understanding that Landlord and Lender are relying on such certifications and agreements: A. the Lease is in full force and effect; B. all requirements for the commencement and validity of the Lease have been satisfied; C. Tenant is not in default under the Lease; to the best of Tenant's knowledge, information and belief, the Landlord is not in default under the Lease; no act, event or condition has occurred, which with notice or the lapse of time, or both, would constitute a default by Tenant or Landlord under the Lease; no claim by Tenant of any nature exists against Landlord under the Lease; and all obligations of Landlord have been fully performed; D. there are no defenses, counterclaims or setoffs against rents or charges due or which may become due under the Lease; E. none of the rent which Tenant is required to pay under the Lease has been prepaid, or will in the future be prepaid, more than one month in advance; F. Tenant has no right or option contained in the Lease or in any other document to purchase all or any portion of the Premises; G. the Lease has not been terminated, modified or amended. The Lease shall not hereafter be terminated, modified or amended without the prior written consent of Lender in each instance; and H. Tenant has not assigned, mortgaged, sublet, encumbered or otherwise transferred any or all of its interest under the Lease to any party and no other consents to the execution of this agreement by the Tenant are required from any other party. 12. Authority. Tenant, Landlord and Lender covenant and agree that the persons signing on their behalf have full power, authority and authorization to execute this Agreement, without the necessity of any consents, authorizations or approvals, or if such consents, authorizations or approvals are required they have been obtained prior to the execution hereof. 13. Governing Law. 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 State in which the Premises is located (the "State") and Landlord, Tenant and Lender consent that they may be served with any process or paper by registered mail or by personal service within or without the State in accordance with applicable law. Furthermore, Landlord and Tenant waive and agree not to assert in any such action, suit or proceeding that it is not personally subject to the jurisdiction of such courts, that the action, suit or proceeding is brought in an inconvenient forum or that venue of the action, suit or proceeding is improper. This Agreement shall be governed by and construed in accordance with the laws of the State. 923545.11611/05 C-5 14. Notkes. All notices, consents, approvals or other instruments required or permitted to be given by either parry pursuant to this Agreement shall be in writing and given by (i) hand delivery, (ii) facsimile, (iii) express overnight delivery service or (iv) certified or registered mail, return receipt requested, and shall be deemed to have been delivered upon (a) receipt, if hand delivered, (b) transmission, if delivered by facsimile, (c) the next business day, if delivered by express overnight delivery service, or (d) the third business day following the day of deposit of such notice with the United States Postal Service, if sent by certified or registered mail, return receipt requested Notices shall be provided to the parties and addresses (or facsimile numbers, as applicable) specified below: If to Landlord : Finance Department Attn; N. Gregory Petrick Uni-Marts, LLC 477 East Beaver Avenue State College, PA 16801-5690 Telephone: 814-234-6000 Telecopy: 814-234-3277 If to Tenant: Telephone: Telecopy: If to Lender: Telephone: Telecopy: or to such other address or such other person as any party may from time to time hereafter specify to the other parties hereto in a notice delivered in the manner provided above. 15. Waiver and Amendment. No provisions of this Agreement shall be deemed waived or amended except by a written instrument unambiguously setting forth the matter waived or amended and signed by the party against which enforcement of such waiver or amendment is sought. Waiver of any matter shall not be deemed a waiver of the same or any other matter on any future occasion. 16. Captions. Captions are used throughout this Agreement for convenience of reference only and shall not be considered in any manner in the construction or interpretation hereof. 17. Severability. The provisions of this Agreement shall be deemed severable. If any part of this Agreement shall be held unenforceable, the remainder shall remain in $23345.11 anus C-6 full force and effect, and such unenforceable provision shall be reformed by such court so as to give maximum legal effect to the intention of the parties as expressed therein. 18. Waiver of Jury Trial and Punitive, Consequential, Special and Indirect Damages. LANDLORD, TENANT AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY ANY OF THE PARTIES HERETO AGAINST ANY OTHER PARTY HERETO OR ITS RESPECTIVE SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENT CONTEMPLATED HEREIN OR RELATED HERETO. THIS WAIVER BY THE PARTIES HERETO OF ANY RIGHT TO A TRIAL BY JURY HAS BEEN NEGOTIATED AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. FURTHERMORE, LANDLORD AND TENANT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT THEY MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES FROM LENDER WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY LANDLORD OR TENANT AGAINST LENDER OR ITS SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENT CONTEMPLATED HEREIN OR RELATED HERETO. THE WAIVER BY LANDLORD AND TENANT OF ANY RIGHT THEY MAY HAVE TO SEEK PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES HAS BEEN NEGOTIATED BY THE PARTIES HERETO AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. 19. Successors. All provisions, covenants and agreements contained in this Agreement shall bind, inure to the benefit of, and equally relate to, Tenant, and its successors and assigns, jointly and severally, Landlord, and its successors and assigns, jointly and severally, and Lender, and its successors and assigns, or other holder or holders of the Note, including an endorsee, assignee or pledgee of the Note receiving title thereto by or through Lender, or its successors or assigns. 20. No OtherAgreements!. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 21. Counterparts. This Agreement may be signed in counterparts. IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date set forth above. TENANT: 823545.11 6n/05 C-7 By: Its: LANDLORD: UNI-MARTS, LLC By: Its: LENDER: By: Its: (INSERT ACKNOWLEDGEMENTSI $23545.116/1/05 C-p Exhibit B Site No.: 94905 Address: 350 North Main St. Mercersburg, Pa. 17236 Prime Landlord: Uni-Marts LLC Lease: Lease dated June 8, 2005, as amended. SUBLEASE AGREEMENT ?N THIS SUBLEASE AGREEMENT (the "Sublease") made this 7 day of July, 2006, by and between SAIMA INTERNATIONAL, a Pennsylvania corporation (the "Sublessor") and G. S. INTERNATIONAL, 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 Uni-Marts #94905 (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: 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) July 7, 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 july 31, 2016, unless sooner terminated by Sublessor as provided in this Sublease. 479570.1 7i5roa ? ? ? 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'T'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. 931899.2 715M 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. 3. [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. TemvorarClosure. 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. r 931899.2 715HM 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. 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. 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. 8. 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, acti? end causes of action, 931894.271SM6 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) protec?of wetlands; (E) 9318".2715M 5 t 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. 93 18993 7/5/06 6 s ? ?k 12.2. Personal Pronertv. 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 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 9718992 715106 r51 Initials `k 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 ORRENEWAL 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 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. 93!899.2 75ft ?f r f? Initials e 1' By: Print Name: ?2 Y 9? K- ? f WAL Title: 1? OGi?[7 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 Redemption. 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 971999,2 7/7/06 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 9318".2115M 10 r , 1, 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 Aijaz Shaikh 1958 Spring Rd Carlisle, Pa. 17013 717-258-5930 (O) 717-491-1393 (F) 931899? 7/SM If to Sublessee: G.S. International, LLC. Gobinda Katuwal 78 Beech Lane Mercersburg, Pa. 17236 717-328-2627 (H) 717-328-9495 (O) 717-328-2627 (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. 931899.2 9/SM6 12 ./ ? f 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 971899.2 7/5/06 13 ?3 J-? covenants, agreements, statements, representations or warranties, oral or written, not contained in this Sublease. 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. Severabilitv. 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. 931999' 7J5A6 14 CTI'1? IN WITNESS WHEREOF, Sublessor and Sublessee have duly executed this Sublease as of the day and year first above written. 931899.2 715/06 SUBLESSOR: SAIMA INTERNATIONAL, a Pennsylvania corporation ,{. t By: Print Name: A-I' Z ? X • S'?,t /Kft Title: !9!e s q em r SUBLESSEE: 0 By: Print Name: Title: 17 15 G.S. INTERNATIONAL, LLC. a Pennsylvania limited liability co any EXHIBIT "A" 971899.2 715M THE PROPERTY [Attach Legal Description] 16 EXHIBIT "B" 911899.:1/M THE LEASE [Attach copy of the Lease between Uni-Marts LLC and Dealer] 17 06/29/2006 13:13 17172584731 UNI_MART! PAGE 02 t t:TRO? FLWIX UNWARM L1,C ORIZATICMI AGROOMW ctbalsV PlintCkany) +q N 1 MA OT MFR Cr~R.S R cc Cuetonrer W Ac L PSe?e+? a n g M? ,? ono City 9 the abov"WAW C iWOW Y wtltotSe Uwe ?.s remhMthe Fin phl"0161 lr pm neared below low to inilo ?Iaotr?nle sMeeal pa"" by "omrtr far the balm., dal or root &Iftsl to 1Q F( -4•..011&h1? of ra It...?.?j• S iana l 81M1k? l?"Mw?,oNl In?11Rud?rn / b??,?, ? („?.' ?i?urue an Bank ACCptun i9warrrr Conhd ??, E3o Zog,S,su o . Grp Pa ... r' +? 40 SO* ??q? O, 6Dk TWO ROUag .,wnpw ---"`---?- CIIY ohm zip .I SEEAR Z MOW Mal Produob Per l'4'r.+el Supply A®memOrft - ft% -V' 0(E*Ch Month In AdtiegrM Traclamw* UmnaA fts - ice of Each MOM in &Fwrs No* me of 00*"W I,y; FOX -'s 2.,b - -a ?-mul:,,?gbi nd,??w 2 ?Ml, caA CUNOMW OWN io md"al" NA%Wn! funds in the aboNr deMpnaled C(mn?erdel bank eno;=%r 6xT Gebk whoa it ,?, Should ft oe?bit Ruby be ro)eoted by ft t3ornkJRlnerOW soy Nwso, tom, LLC and No rise rUnl-NMrt l roomm ft right to IrrWW1M* lermingft th16 99rQrnent, withhold pMyA11Mtt of Irlvniw dua to OLOOR ar NJO ? but not k*Od to OvA seeds, ATM, surd 4uarleM!? . Un4ftrw cney it= soledlecm8on, r"mko a owiftel or cashi a vhs K moray OWW, or oftor Fwd meats of pWenk Tor arty and all of ft It wm iWW sbo", G 2q I o C. C W W-7 bi Vale" bale 06-•28-8W 16:46 LGA' CR!f '-172433008 PAf9E3 E0/E6 --VVd LdOWINn 9606SUZ14x 9900 9898/6Z/ge 06/29/2006 13:13 17172584731 RF/29/2006 00:55 1"+1732:19495 UNI_MART! UNIMAf4T .o a O Z X r 0 a 0 d. ?w . LM r 'o r. PAGE 03 PAGE 01/03 PAG t r ? 9518993 715!06 EXHIBIT "D" FIXED RENT 19 06/25/2006 00:55 17173269495 UMIMART PAeE 02/83 thsjls ny 7 t t-? v .?,?i'zl ??'1 X13Q ?d p L'04 3°?C.1. " ? ? ya •'1""t?Cl sNodS3? O A it p v 0 tl t ?_k?nQ W, t y 1`4 St, oz-1..Q _ cqQQ?-?O? t; ?aM.aN =a-6 V\,?aM 4;-Av3x 0 0)21?bd % SS aa?r 3 ?Q --?y??rum 'd4 ?o?j " s lw-3(3 .Birk% A° sNtN F,? OVA TO 39dd ii8VW-INn TE1178GZLTLT EI:ET 900Z/6Z/90 Site No.: 94905 Address: 350 North Main St. Mercersburg, Pa. 17236 Dealer: Saima International Subdealer: G.S. International, LLC CLOSING NOTICE AND CERTIFICATION THIS CLOSING NOTICE AND CERTIFICATION (the "Notice") is made as of the 7i day of July, 2006, by SAIMA INTERNATIONAL, a Pennsylvania corporation (the "Dealer") and G.S. INTERNATIONAL, LLC., 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 "94905 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 94905 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 94905 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 94905 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 94905 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 , ??jri 942931.17/5M 1 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. 942934.17/5/06 DEALER: SAIMA INTERNATIONAL, a Pennsylvania corporation By: / Print Name: ) 'j Z-. " ij,A Title: 12 IZE & 1 nf_ 'j SUBDEALER: G.S. INTERNATIONAL, LLC. a Pennsylvania limited liabilit mpany By: Print Name: U GC i.l Title: 11) -2- r . Site No.: 94905 Address: 350 North Main St. Mercersburg, Pa. 17236 Dealer: Saima International Subdealer: G.S. International, LLC. NOTICE OF FUEL PURCHASING AUTHORITY THIS NOTICE OF FUEL PURCHASING AUTHORITY (the "Notice") is made as of the 1*0? day of July, 2006, by SAIMA INTERNATIONAL, a Pennsylvania corporation (the "Dealer") and G. S. INTERNATIONAL, LLC., 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 "4905 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 4905 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 Subdealer shall maintain all such permits and approvals for so long as Subdealer markets fuel products at the Property. f = 1 CAA, 942969.17uro6 v L. ? M M f I Y 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: Print Name: At - 4-4 -4- if r -j: 112 r ! SUBDEALER: G.S. INTERNATIONAL, LLC. a Pennsylvania limited liabiM- By: PrintName: y 1-0.440 Title: ??A&;;',g &p,; --- 94M8.1 71M _2_ 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 AGREEMENT THIS AGREEMENT (this "Agreement") is made as of the z3day of ? `'? ? z?;06 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 "Subdealers") 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 Regl est 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 I of this Agreement shall be deemed 931530.4 513N 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. Sybdealerization. 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 iii. 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. QdIer Subdealerization Rgquirem . 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 Aarreement 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 Subdealerization, 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. b. Estoppel: Release. 931530.4 5/3106 -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 the"matters 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 9315.70.4 MUM -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 shall be addressed as follows: If to Dealer: Saima International, 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 QF-W U PDAT5-) AWF-- 5 'SAIMA (NT`-,, 1Nc, 1 'Ot5lre ISPA N(i- tzo" GA4Zi-isLt PR )I O G Fa?t C?-I•?? 4" i -1;93 'r r F C 1`' 25--!t'-IS930 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 931530.45/3/06 ?_ 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.] 93 L530.1 MW [ -S- IN WITNESS WSEREOF, the parties hereto have executed this Agreement on the day and year first above written. DEALER: SAIMA INTERNATIONAL, INC. By: V.4* Print Name:. Aijaz Shaikh Title: President UNI-MARTS: By: v Print me: Alex D. Sahakian Title: 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: Print Name: i'az Shaikh 931330.4 MAM _6_ Exhibit "A" Locations Site No.: 94232 Location: 50 East Main Street. Route 641 Plainfield. PA 17081 County Cumberland Site No.: 94234 Location: 1962 Spline 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 Springs. PA 17065 County: Cumberland Site No.: 94255 Location: 98-100 South 2nd Street West Fairview. PA 17025 County: Cumberland Site No.: 94905 Location: 350 North Main Street Mercersburg. PA 17236 County: Franklin 931530A 555 -7- Exhibit "B" Dealer Agreements (Duplicate page for each site, as needed] Site No.: 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. S. 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. 931330A W X -8- Exhibit "B" Dealer Agreements (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. vaisw.a 513M -9- Exhibit "B" Dealer Agreements (Duplicate page for each site, as needed] Site No.: 94249 Location: 6896 Carlisle Pike New Kinston, P 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, 9313Y;A SaW -10- Exhibit "B" Dealer Agreements [Duplicate page for each site, as needed] Site No.: 94251 Location: 424 North Baltimore Street Mt Holly ,Svrines 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 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. 931530 4 Y.,i16 -11- Exhibit "B " Dealer Agreements (Duplicate page for each site, as needed] Site Nb.: 94255 Location: 98-100 South 2nd Street West Fairview. PA 17025 Countv: 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. 971570.4 513M -12- Exhibit "B" Dealer Agreements (Duplicate page for each site, as needed] Site No.: 94905 Location: 350 North Main Street Mercersbura, 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. 931530.4 W22/06 -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 6122106 -14- 931530A 612./06 Exhibit "D" Sublease Form -15- Exhibit C FUEL SUPPLY AGREEMENT THIS AGREEMENT, made this 0 `clay of /2'ei , 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 SAIMA INTERNATIONAL, INC., a Pennsylvania corporation ("Buyer"), having its principal place of business at is 2203 Glen Allen Avenue, Apt T-2, Silver Spring, MD 20906., with regard to the operating location listed at 350 NORTH MAIN STREET, MERCERSBURG, PA 17236 (hereinafter called the "Marketing Premises"). 1. Products, Ouantities. 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 6ornz.96/INS of the Marketing Premises are repaired or replaced. 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 UNI-MART owned and/or UNI-MART-branded dispensing facilities for the storage and sale of other than UNI-MART-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 UNI-MART 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 11-22-02 2 607772.9611/05 the Termination Notice by the required date, this Agreement shall automatically renew for a 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 11-22-02 3 607772.9 6/1/05 Marketing Premises and shall be promptly received by Buyer. Payment terms for each delivery are set forth on the Commodity Schedule. 4. Trademarks. Brand Names. During the term of this Agreement Buyer shall have the right to use UNI-MART trademarks and brand names in accordance with UNI-MART specifications, allowances and provisions set forth in the agreement between UNI-MART and Seller. In the event UNI-MART 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 UNI-MART identification shall be UNI- MART motor fuel purchased from and delivered by Seller. Buyer will not remove, alter or de- brand the UNI-MART 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 UNI-MART motor fuels through dispensing equipment bearing the UNI-MART 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 11-22-02 4 6oTm.96/lN5 ' 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 terminated, (a) Buyer's right to use of UNI-MART 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 UNI- MART 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 UNI-MART to enforce any of the provisions of this paragraph 5. Product Ouality 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 11-22-02 5 607772.9 WIMS 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 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 UNI-MART 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 UNI-MART 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 UNI-MART, Buyer shall: (a) render prompt, fair, courteous and efficient 11-22-02 6 607772.96/1105 _ 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 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 11-22-02 7 ( '! 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 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 11-2i-02 g 6073.9 6/1NS i 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 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. 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 11-22-02 9 607772.96/1105 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 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 UNI-MART 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 parry'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. 11-22-02 10 67771.9 611 /05 16. Indemni 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, 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 11-22-02 I 1 w7m.96/INS 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 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. 11-22-02 12 607M.9611/05 (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 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 UNI-MART, 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 UNI-MART credit card guidelines. The Buyer will be responsible for any chargebacks resulting from non-compliance with the UNI-MART 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 UNI-MART. 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 UNI-MART 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 UNI-MART 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 UNI-MART trademarks. Except as otherwise expressly provided herein, at all times, 11-22-02 13 60777296/MS Buyer shall keep visible and legible UM-MART 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 UNI-MART products at Buyer's Marketing Premises. The obligations assumed by Buyer 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 11-22-02 14 6OM296/IA5 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 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: i 11-22-02 15 6MM.96/IAS 00, BY: Manager SAIMA INTERNATIONAL, INC. Ow BY: Aijaz . Shaikh President BY: WITNESS: BY: 1I- ' 911.1, on ' 11-22-02 1 6 607772.96/INS UNI-MARTS, LLC COMMODITY SCHEDULE DATED Mne _y, 2005 BUYER/ENTERPRISE NAME: SAIMA INTERNATIONAL, INC. PRODUCTS: MOTOR FUELS DELIVERY POINT: 350 NORTH MAIN STREET, MERCERSBURG, PA 17236 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 J107e 9 , 2005. Quantity. 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 882,000 gallons ( per year and a maximum of 1,030,000 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. 1 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: j NL gallons 607n4.6611/0 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) UNI-MART 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 PAYMENTECH. Seller will credit Buyer's account by electronic fund transfer ("EFT') into the provided bank account. 5. Deposit. Buyer will deposit with Seller a $15,000 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. 607724.6611M5 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. UNI-MARTS, LLC By: Its: er SAIMA INTERNATIONAL, INC. B y Y• Its: President 607724.66/1M UNI-MARTS, LLC COMMODITY SCHEDULE ,2005 DATED'.he j BUYER/ENTERPRISE NAME: SAIMA INTERNATIONAL, INC. PRODUCTS: KEROSENE DELIVERY POINT: 350 NORTH MAIN STREET, MERCERSBURG, PA 17236 This schedule is attached to and made part of a Fuel Supply Agreement between Buyer and Uni-Marts, LLC (the "Seller") dated ne 9 , 2005. 1. Quantity. 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 i 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"). 609889.26/1105 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. UNI-MARTS, LLC By: ' Its: er SAIMA INTERNATIONAL, C. By: Its: President 6078693611105 Site No.: 04905 Location: 350 North Main Street Mercersburg PA 17236 County; Franklin 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 SAIMA INTERNATIONAL, INC., having a place of business at 2203 Glen Allen Avenue, Apt T-2, Silver Spring, MD 20906 ("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 $15,000 ("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. 61083016/1105 ( 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 WI WHEREOF, the parties have agreed to the terms of this Collateral Deposit Agreement on thi _ y of jZ&ie, , 2005. By: Its: SAIMA INTERNATIONAL, INC. / By: C? Its: President 610030.2 VMS UNI-MARTS, LLC Mart February 21, 2007 Certified Mail Return Receipt Requested SAEVIA International, Inc. 1962 Spring Road Carlisle, PA 17013 Re: Fuel Supply Agreement Initial Term and Incentive Program Uni Mart #94905, 350 North Main Street Mercersburg PA 17236 Dear Mr. Shaikh: I would like to bring two.matters to your attention concerning your above-referenced BP- branded Marketing Premises. First, pursuant to Section 2 of your Fuel Supply Agreement ("F$A") with Uni-Marts, LLC, dated June 08, 2005, the Initial Term of the FSA is for ten (10) years from the later of either the closing date of your purchase of the Marketing Premises or any re-imaging or rebranding of the Marketing Premises during your occupancy. Subject to the provisions of the FSA, this confirms that the ending date of the Initial Term is June 08, 2015, which is ten (10) years from the closing date of your purchase of the Marketing Premises. Second, I have enclosed a check which reflects a $5,726.71 cents-per-gallon (".01 cpg') "incentive" payment for your purchases of BP-branded gasoline beginning with the start of the program October 1, 2005 to September 30, 2006. In consideration of your agreement under the FSA to purchase annual minimum quantities of motor fuels throughout the Initial Term of the FSA, and subject to the terms and conditions set forth in this letter, Uni-Marts shall make the following, annual "incentive" - payments ("Incentives') to you: 2007 -.01 cpg; and, 2008 -.01 cpg, and, 2009- .01 cpg Uni-Marts' annual payment of the Incentives to you for each of the aboveyears is subject to the following conditions: (1) The Marketing Premises must remain branded BP and been for business for the resale of BP-branded gasolines for the ete Initial Term; tlni-Marls, LLC • 477 East Beaver Avenue 9 State College, PA 16801-5690 • Phone: (814) 234-6000 i r' Uni-Marts' annual payment of the Incentives to you for each of the above years is subject to the following conditions: (1) The Marketing Premises must remain branded BP and be open for business for the resale of BP-branded gasolines for the entire Initial Term; (2) The Marketing Premises must meet the image programs (i. e., Helios) and appearance standards specified by BP, which may change from time to time; (3) You have a current FSA with Uni-Marts; and, (4) You purchase from Uni-Marts the requisite, annual minimum volumes of motor fuels as set forth in Sections 1 and 3 of your FSA and Section 1 of the Commodity Schedule for motor fuels that is part of the FSA. In addition to the obligations above, you will be required to reimburse Uni-Marts within thirty (30) days of demand for one hundred percent (100%) of the Incentives paid to you (including the enclosed check) if: (1) The Marketing Premises are debranded BP prior to the expiration of the Initial Term for any reason through your own fault or cause; or, (2) During the years specified above for the Incentives payments, the Marketing Premises fail to maintain BP's image programs or appearance standards three (3) or more times through a "secret shopper" or similar program used by BP to enforce its image programs or appearance standards. Further, Uni-Marts' payment of the Incentives is conditioned on the following: (1) You shall pay all income and other tax, if any, associated with the Incentives paid by Uni-Marts. You have the responsibility to consult with your own tax advisor(s) to determine the appropriate characterization of the Incentives payments for tax purposes; (2) To the extent reasonably necessary to observe and verify your compliance with this Incentives program, and in addition to any rights Uni-Marts has under the FSA, you give Uni-Marts permission to enter the Marketing Premises and inspect books, dispenser meters, and other records; (3) Uni-Marts can withdraw the Incentives program at any time upon thirty (30) days written notice to you; (4) This Incentives program does not in any way alter, modify or amend the FSA, constitute a waiver of any rights Uni-Marts has under the FSA, or change the nature of the relationship between you and Uni-Marts; (5) BP retains the right to withdraw or terminate the use of its brand and a related mark in your market area at any time, and Uni-Marts retains its rights under the FSA to substitute brands; (6) To the extent that you did not purchase the requisite minimum volumes of motor fuels for the annual period specified in your FSA that ended any time during 2006, Uni-Marts can seek (notwithstanding the Incentives payment) the underlifting payment set forth in Section 1 to the Commodity Schedule which is part of your FSA; and, (7) Uni-Marts shall make the annual Incentives payment to you within ninety (90) days after the end of each calendar year set forth above. If you have any questions on either the ending date of the Initial Term under your FSA or the Incentives, please telephone Patti Turiano at (814) 234-6000. Please acknowledge below that you have read and understand the above and agree to the terms and conditions set forth above for the Incentives and return a signed copy to Uni- Marts. Very truly yours, Uni-Marts, LLC READ, UNDERSTOOD AND AGREED: Signature Date Check Date: Feb/22/2007 Vendor Number: 0000601717 Check No. 00514785 Store Invoice Number Invoice Date Voucher M Gross Amount Discount Taken Late h 94905 2/21/07 Feb/21/2007 00138340 5,726.71 0.00 0.00 5,726.71 Check Number Date Total Gross Amount Total Discounts Total Total Late Charges Paid Amount 00514785 Feb/22/2007 5,726.71 0.00 0.00 5,726.71 Pay" ? u ±'.?.*ti 7- 17 Q . JM, ? s, hyleu hs?? ?-?°h ??c:,?•:+,r.w'! ?a,? ?,x Date 02/22/2007 Pay Amount' 5,726.71*** To The SAiMA ..EMNATIONAL INC i Arden.Of 19 ? N1 RD GALtIi FSLE, N'. i7013 11'005 L478 Silo 1:03 L i0 L LS61: 669900997811' Store • (Sty Stat&Mp Code FSA FSA Cpg Incentive Incentive $'s Incentive $'s Incentive $'s Incentive $'s } tp Start End Incentive Yrs. 1st Receipt Irate lat Payment 2nd Receipt Date 2nd Payment 94024 Hummelstown PA 17036 10/32005 10/3!2015 0.01 4 8/7/2006 $ 3,138.24 12/42006 $ 1,706.31 94062 Bloomsburg PA 17815 5/17/2005 51172015 0.01 4 8/72006 $ 2,132.02 12/42006 $ 3,149.78 94075 Punxsutawney PA 15767 7/122005 7/122015 0.01 4 8/72006 $ 3,890.85 12/42006 $ 4,230.07 94099 Lewisburg PA 17837 121162005 12/16/2015 0.01 4 8/72006 $ 5,439.22 12/42006 $ 9,011.25 $ 14,450.47 94107 Hummelstown PA 17036 10132005 1032015 0.01 4 8/72006 S 2,852.38 12!42006 $ 2,990.57 94141 Motrtoursville PA 17754 10272005 10272015 0.01 4 8/7/2006 $ 5,562.08 12/42006 $ 5,380.38 4 94144 Punxsutawney PA 15767 7/122005 7/122015 0.01 4 8/72006 $ 2,808.07 12142006 $ 3,354.55 a 94151 Williamsport PA 17701 6282005 6282015 0.01 4 8/72006 $ 2,709.27 12/42006 S 3,106.64 ? 94229 Lemoyne PA 17043 41122005 8/122015 0.01 4 &MAW $ 1,912.48 12/42006 $ 2,071.00 $ 3,983.48 94232 Carlisle PA 17013 8122005 822015 0.01 4 &/72006 $ 2,084,90 12/42006 $ 2,001.95 94248 Carlisle PA 17013 9272005 92712015 0.01 4 8172006 $ 2,844.99 12/4/1006 $ 3,018.65 L 94330 Scranton PA 18505 3292005 8/102015 0.01 4 8/72006 $ 2,520.55 12/42006 $ 3,493.96 $ 6,014.51 94905 Carlisle PA 17013 6182005 682015 0.01 4 8/72006 $ 2,841.66 12/42006 $ 2,885.05 94305 Drums PA 18222 9202005 9202015 0.02 3 7242006 S 14,335.64 V72007 $ 11,385.32 z S 55,072.35 $ 57,785 48 ?NOW ,. Please note: Blue high?ight for FSA was changed because the location was a Texaco and branded to BP in August. 2005 for 94330, 94229 was changed because the location was Uni-Matt brand and was branded BP in August, 2005, and the incentive was reduced for 94099 because the program started before he purchased the location. Exhibit D I ?- Site No.: 04905 Location: 350 North Main Street Mercersbw& PA 17236 County: Franklin TRADEMARK LICENSE AGREEMENT is Trademark License Agreement ("Agreement") is made and entered into as of the 14 day of 7Ur?-,e, , 2005, by and between SAIMA INTERNATIONAL, INC., a Pennsylvania corporation whose address is 2203 Glen Allen Avenue, Apt T-2, Silver Spring, MD 20906 ("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. Obligations of Purchaser. 610315.1 M/05 a. In addition to its other obligations set forth herein, during the term of r 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: L 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(1/05 _2_ C 4. Obligations of Uni-Marts. During the term of this Agreement, Uni-Marts shall provide and a. use by Purchaser of Uni-Marts' 1-800 support telephone number; 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, _? 610315.16/1)05 - 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 610715.16/1105 .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: L 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, 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. 610315.1611ro5 -5- *`I 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 610315.16/7/05 -s- i or reduction of any kind. Termination of this Agreement will terminate the Lease, the E 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 Purchasers 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 610315.1 61105 _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- 610315.1611105 41- i 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-MART , LLC By: Its: na er SAIMA INTERNATIONAL, INC. By: Its: President 610315.16flM -9- Exhibit E Uni-Marts, LLC Dealer Receivable Store #94905 12/15/10 Description AI SCHOOL TAX 7/1/05-6/11/06 SCHOOL TAX PARTIAL PYMT 12/22/05 PETERS TWP SEWER 10/4-12/2/05 CO/BORO TAX 1/1 - 12/31/06 PETERS TWP SEWER 12/3/05-5/2/06 PETERS TWP SEWER 5/3-6/2/06 PETERS TWP SEWER 6/3-7/3/06 PETERS TWP SEWER 7/4-8/2/06 PROPERTY INSURANCE-2006 SCHOOL TAX 7/1/06-6/11/07 PETERS TWP SEWER 8/3-9/5/06 PETERS TWP SEWER 9/6-10/3/06 PETERS TWP SEWER 10/4-11/2/06 PETERS TWP SEWER 11/3-12/4/06 PETERS TWP SEWER 12/5/06-1/3/07 PETERS TWP SEWER 1/4/-2/2/07 PETERS TWP SEWER 2/3-3/2/07 PETERS TWP SEWER 3/3-4/3/07 COUNTY/BOROUGH TAX 1/1-6/11/07 PETERS TWP SEWER 4/4-5/2/07 PETERS TWP SEWER 5/3-6/4/07 TRADEMARK FEE-MAY 07 JUN 07 LATE RENT PENALTY JUN 07 RENT FEB 07 RENT UNDERPAYMENT Amount Balance billed 10/20/05 5,639.42 5,639.42 (4,110.54) 1,528.88 billed 1/19/06 264.60 1,793.48 billed 5/17/06 1,521.26 3,314.74 billed 6/14/06 680.40 3,995.14 billed 7/18/06 126.00 4,121.14 billed 8/14/06 126.00 4,247.14 billed 9/13/06 126.00 4,373.14 billed 9/13/06 1,117.00 5,490.14 billed 10/18/06 5,840.48 11,330.62 billed 10/18/06 126.00 11,456.62 billed 11/15/06 126.00 11,582.62 billed 12/11/06 126.00 11,708.62 billed 1/18/07 126.00 11,834.62 billed 2/15/07 138.00 11,972.62 billed 3/14/07 138.00 12,110.62 billed 4/12/07 138.00 12,248.62 billed 5/10/07 138.00 12,386.62 billed 4/26/07 675.54 13,062.16 billed 6/13/07 138.00 13,200.16 138.00 13,338.16 200.00 13,538.16 1,112.51 14,650.67 11,125.14 25,775.81 6,793.20 32,569.01 I MAR 07 RENT UNDERPAYMENT RETURNED EFT FEE 6/1/07 FUEL DEPOSIT MERCERSBURG WATER 3/12/07- 6/5/07 ATM RENT-JUN 07 AMOCO VISA BOUNTY-MAY 07 TRADEMARK FEE-JUN 07 FUEL SHORTFALL 2005-2006 FIUSVEAt eB GAS DELIVERY DATED 5/31/07 GAS DELIVERY DATED 6/2/07 GAS DELIVERY DATED 6/4/07 AMOCO CREDIT CARDS 6/1-6/7/07 RETURNED EFT FEE 6/6, 6/7 & 6/8/07 AMOCO CHARGEBACK 5/14/07 AMOCO NETWORK FEES-JUN 07 AMOCO VISA BOUNTY-APR 07 ATM RENT-MAY 07 ATM COMMISSION-MAY 07 GVNA REBATES-1ST QTR 07 PHILIP MORRIS RECEIPT MASTERFOODS CASH RECEIPT MASTERFOODS CASH RECEIPT 6,793.20 39,362.21 30.00 39,392.21 (15,000.00) 24,392.21 billed 8/13/07 227.60 24,619.81 28.60 24,648.41 (50.00) 24,598.41 200.00 24,798.41 4,213.20 29,011.61 24,686.97 53,698.58 2,911.71 56,610.29 19,165.70 75,775.99 (14,832.56) 60,943.43 90.00 61,033.43 20.00 61,053.43 125.00 61,178.43 (50.00) 61,128.43 78.00 61,206.43 (41.00) 61,165.43 (0.31) 61,165.12 (10.00) 61,155.12 (118.26) 61,036.86 (207.50) 60,829.36 SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson Sheriff Jody S Smith Chief Deputy Richard W Stewart Solicitor Uni-Marts Liquidation Trust vs. G.S. International, LLC (et al.) 0911 AUG -S PM 2° b 8l 111.1BERLAND C .Jt??°""' PENNSYL`,!AN14 Case Number 2011-4911 SHERIFF'S RETURN OF SERVICE 06/15/2011 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: G.S. International, LLC, but was unable to locate them in his bailiwick. He therefore deputized the Sheriff of Franklin County, Pennsylvania to serve the within Complaint and Notice according to law. 06/15/2011 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: G.S. International, LLC, but was unable to locate them in his bailiwick. He therefore deputized the Sheriff of Franklin County, Pennsylvania to serve the within Complaint and Notice according to law. 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. 06/23/2011 03:10 PM - Franklin County Return: And now June 23, 2011 at 1510 hours I, Dane Anthony, Sheriff of Franklin County, Pennsylvania, do hereby certify and return that I served a true copy of the within Complaint and Notice, upon the within named defendant, to wit: G.S. International, LLC by making known unto Katie Warren, Assistant Manager for G.S. International, LLC at 350 N. Main Street, Mercersburg, Pennsylvania 17236 its contents and at the same time handing to her personally the said true and correct copy of the same. 07/14/2011 Franklin County Return: And now, July 14, 2011 I, Jack Lotwick, Sheriff of Franklin County, Pennsylvania, do hereby certify and return, that I made diligent search and inquiry for G.S. International, LLC the defendant named in the within Complaint and Notice and that I am unable to find them in the County of Franklin and therefore return same NOT FOUND. Request for service at 78 Beech Lane, Mercersburg, Pennsylvania 17236 the Defendant was not found. SHERIFF COST: $90.00 SO ANSWERS, August 03, 2011 RON R ANDERSON, SHERIFF ,.:? Cou_'r e Sheaf t Ie David -D. Buell (Prothonotary Office of the Prothonotary Cum6erlancf County, cPennsy[vania Kirkg Sofionage, T S'Q Solicitor //-4911 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 ® Carfisfe, TA 0 Phone 717 240-6195 0 Fax 71 7 240-6573