XXXXX HUB, INC.
00 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000
June 12, 1995
Xxxxxxx X. Xxxxxxxxx
Hub Services, Inc.
00000 Xxxxxxxxx Xxxxxxx, #0000
Xxxxxxx, Xxxxx 00000
RE: Ellisburg-Xxxxx Northeast Hub Company
Dear Xxxxx:
As you know, Xxxxx Hub, Inc. ("LHI") and Hub Services, Inc. ("HSI") are
the sole partners in a Pennsylvania general partnership named Ellisburg-Xxxxx
Northeast Hub Company (the "Partnership") pursuant to a Partnership Agreement
dated as of September 1, 1994 (the "Partnership Agreement").
Section 7.1 of the Partnership Agreement provides that the initial term
of the Partnership continues until September 1, 1996, and automatically
continues thereafter for additional terms of one year unless a Partner notifies
the other Partner(s), at least three months prior to the end of the term, that
the Partnership shall not be automatically continued for another term. Thus, the
first opportunity to terminate the Partnership would be for a Partner to issue a
notice on or before May 1, 1996 terminating the Partnership as of September 1,
1996 (the "First Opportunity"), and the next opportunity would be for a Partner
to issue that notice on or before May 1, 1997 terminating the Partnership as of
September 1, 1997 (the "Second Opportunity").
LHI is willing to waive its right to the First Opportunity and the
Second Opportunity if HSI is. Accordingly, the execution of this Letter
Agreement by LHI and HSI hereby effectively waives the rights of LHI, HSI and
their successors and assigns, to the First Opportunity and the Second
Opportunity. The next opportunity to terminate the Partnership pursuant to
Section 7.1 of the Partnership Agreement shall be for a Partner to give notice
to the other Partner(s) by May 1, 1998, terminating the Partnership effective
September 1, 1998.
Xxxxxxx X. Xxxxxxxxx
June 12, 1995
Page 2
LHI is also willing to waive its right, pursuant to Section 11.3(c) of
the Partnership Agreement, to pledge up to 25% of its Partnership interest if
HSI is. Accordingly, the execution of this Letter Agreement by LHI and HSI
effectively waives the rights of LHI and HSI, and their successors and assigns,
to pledge any portion of their Partnership interests.
Very truly yours,
XXXXX HUB, INC.
By: /s/ Xxxxxx X. XxXxxxxx
--------------------------------------
Xxxxxx X. XxXxxxxx
President
ACCEPTED AND AGREED TO:
HUB SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxxxx
Executive Vice President
