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TERMINATION AGREEMENT
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This Agreement entered into this 12 day of December, 1997 by and
between Getty Petroleum Marketing Inc., a Maryland corporation, and
Uni-Marts, Inc., a Delaware corporation.
RECITALS
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A. On October 31, 1991 Getty Petroleum Corp., GettyMart Inc., Reco
Petroleum Inc. and Leemilt's Petroleum, Inc. and Uni-Marts, Inc.
("Uni-Marts") entered into an Agreement to Lease Properties and Sell
Assets, which agreement was amended on December 5, 1991 and on June
28, 1996 (the "Agreement"). On February 1, 1997 Getty Petroleum
Corp., GettyMart Inc. and Leemilt's Petroleum, Inc. assigned their
interests in the Agreement to Getty Petroleum Marketing Inc. ("Getty
Marketing").
B. The Leases and Subleases entered into pursuant to the Agreement
will terminate on December 31, 1997 and the parties desire to enter
into this Agreement to memorialize the provisions which are necessary
to effect the termination of Uni-Marts' leasehold interests, and all
other agreements between Getty Marketing and Uni-Marts as set forth
below.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, Getty Marketing and Uni-Marts agree as follows:
1. The parties shall make the payments due on the dates set
forth below for the following items:
Uni-Marts' Obligations
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(A) Uni-Marts' obligation to pay $450,000.00 to Getty
Marketing, which is the amount owed under paragraph 1 of the Second
Amendment to the Agreement. Payment is due on or before January 10,
1998.
(B) Uni-Marts' obligation to pay Getty Marketing for all
motor fuels purchased, which have not been previously paid for
pursuant to the provisions of the Supply Agreement. Payment is due
on or before January 10, 1998.
(C) Uni-Marts' obligation to reimburse Getty Marketing
for the replacement value of any Getty (Registered)face signs and
credit card equipment which are lost, damaged or destroyed. Payment
is due on or before February 16, 1998 based on an invoice supplied by
Getty.
(D) Uni-Marts' obligation to reimburse Getty Marketing
for freight charges incurred, in the aggregate amount of $86,065.
Payment is due on or before January 10, 1998.
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Getty Marketing's Obligations
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(E) Getty Marketing's obligation to pay Uni-Marts for the
Store and gasoline marketing equipment, spare parts and office
supplies (Getty Marketing having exercised its purchase option) for
the estimated aggregate amount of $4,050,000.00, subject to reduction
on a unit basis if any equipment has been lost, damaged or destroyed.
Getty Marketing purchases the above-referenced equipment in "as is"
working condition with no implied warranties as to the working
condition. Such transfer is subject to Pennsylvania sales tax @ 6%
or Virginia sales tax @ 4.5% unless exempted by exemption
certificate.
(F) Getty Marketing's obligation to pay Uni-Marts for the
motor fuels, Store inventory, supplies and the amount of cash present
at the Stores. Inventory teams from each company will jointly
determine these values at each location on the turnover date.
Merchandise inventory is to be valued at a cost ratio of 68.5% of
retail value. Alcoholic beverages cannot be sold to Getty Marketing
and will be returned to the supplier for credit. Gasoline will be
valued at the last net rack price on the day prior to transfer plus
freight and applicable taxes. Rent and real estate taxes will be
prorated at the turnover date except that no rent or taxes will be
due for periods after December 31, 1997.
(G) Getty Marketing's obligation of $40,000.00 plus
$2,400.00 Pennsylvania sales tax for equipment at 000 Xxxx Xxxxxx,
Xxxx Xxxxxxx, Xxxxxxxxxxxx.
2. Payments. All Stores transferred to Getty Marketing
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on or before December 31, 1997 will require payment by Getty for the
items set forth in subparagraphs (E) (F) and (G) of paragraph 1 on or
before January 10, 1998. Any Store transferred after December 31,
1997 will require payment within ten (10) days of the transfer. All
payments shall be by electronic wire transfer. Getty Marketing's
payment due on January 10, 1998 shall be reduced by the amounts owed
by Uni-Marts to Getty pursuant to subparagraphs (A) through (D) of
paragraph 1.
3. Sign and Credit Card Equipment. All Getty(Registered)
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signs shall be shipped by Uni-Marts, at its expense, to Getty
Marketing's Highsphire Terminal (or such other place as Getty
Marketing shall designate) no later than January 31, 1998. All
credit card equipment shall be shipped by Uni-Marts, at its expense,
to Verifone's warehouse, Tasq Technology, 000 Xxxxx Xx., Xxxxxxx,
Xxxxxxxxxx 00000 (or such other place as Getty Marketing shall
designate) no later than January 31, 1998. All Uni-Marts signs shall
be shipped by Getty(Registered), at its expense, to the Uni-Marts
Warehouse in Xxxxxx Xxxx, PA (or such other place as Uni-Marts shall
designate) no later than January 31, 1998. Getty Marketing will be
responsible to pay the replacement value for any signage that is
lost, damaged or destroyed.
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4. Motor Fuel Purchases. Uni-Marts may commence buying
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product from third parties on December 17, 1997 for all locations
except those noted specifically on Exhibit A which will continue to
sell Getty(Registered) product until January 15, 1998.
Getty(Registered) signage will be removed before any third party
purchases are made.
Uni-Marts will accept liability for contamination of any
product which may occur as a result of its purchase of product from
third parties.
5. Credit Cards. Uni-Marts will cease accepting credit
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cards on December 24, 1997, except for the locations listed on
Exhibit A for which usage will cease on January 15, 1998.
6. Other Provisions. The Agreement, the Supply Agreement,
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the Leases and Subleases and all other agreements and understandings
between the parties shall terminate on December 31, 1997, except that
Section 11.2 of the Agreement, Section 25(j) of the Supply Agreement
and Section 19 of all of the Leases and the Subleases shall survive.
This Agreement entered into on the day and year first above written.
GETTY PETROLEUM MARKETING, INC.
By: /S/ XXXXXXX X. XX XXXXXXXXX
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UNI-MARTS, INC.
By: /S/ J. XXXX XXXXXXXX
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