<SUBMISSION>
<ACCESSION-NUMBER>0000950128-01-000464
<TYPE>10-Q/A
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20001223
<FILING-DATE>20010227
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>NATIONAL RECORD MART INC /DE/
<CIK>0000904535
<ASSIGNED-SIC>5735
<IRS-NUMBER>112782687
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0328
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q/A
<ACT>34
<FILE-NUMBER>000-22074
<FILM-NUMBER>1555435
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>507 FOREST AVE
<CITY>CARNEGIE
<STATE>PA
<ZIP>15106-2873
<PHONE>4122766200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>507 FOREST AVE
<CITY>CARNEGIE
<STATE>PA
<ZIP>15106
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q/A
<SEQUENCE>1
<FILENAME>j8672601e10-qa.txt
<DESCRIPTION>NATIONAL RECORD MART      FORM 10-Q/A
<TEXT>

<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------

                                   FORM 10-Q/A

(Mark One)

[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
         ENDED DECEMBER 23, 2000

                                       or


[    ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
         FROM           TO
              ---------    ----------


                        COMMISSION FILE NUMBER: 0 - 22074

                           NATIONAL RECORD MART, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)


            DELAWARE                                    11-2782687
            --------                                    ----------
    (State or jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

                                507 FOREST AVENUE
                        CARNEGIE, PENNSYLVANIA 15106-2873
                        ---------------------------------
          (Address of principal executive offices, including zip code)

                                 (412-276-6200)
                                 --------------
              (Registrant's telephone number, including area code)


Indicate by a check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes   X      No
    ------      -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.

                         COMMON STOCK, $.01 PAR VALUE,
              5,051,667 SHARES OUTSTANDING AS OF FEBRUARY 27, 2001

                            EXHIBIT INDEX ON PAGE 2.
                      THIS DOCUMENT CONSISTS OF 18 PAGES.

<PAGE>   2



                             AMENDMENT NUMBER 1 OF 1

                           PART II - OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

     (a)   Exhibits:

     Exhibit No. Description                                           Page No.
     ----------- -----------                                           --------

          4.18   Waiver and Amendment No. 1, dated as of February
                 6, 2001, by and between the Company and Fleet
                 Capital Corporation, to the Amended and Restated
                 Loan and Security Agreement, dated November 1,
                 1999, between the Company and Fleet Capital
                 Corporation, which was filed as Exhibit 4.17 to
                 the Company's Quarterly Report on Form 10-Q for
                 the quarter ended June 24, 2000, filed herewith.         4

          4.19   Amendment, dated as of December 23, 2000, by and
                 among the Company, NRM Investments, Inc., and The
                 Chase Manhattan Bank, as Agent for the Holders, to
                 the Senior Subordinated Secured Note Purchase
                 Agreement, dated as of April 16, 1998, among the
                 Company, the Guarantors from time to time party
                 thereto, the Purchasers from time to time party
                 thereto, and Robert Fleming, Inc., as Agent, which
                 was filed as Exhibit 4.9 to the Company's Annual
                 Report on Form 10-K for the fiscal year ended
                 March 28, 1998, filed herewith.                          7

          4.20   Amendment, dated as of December 23, 2000, by and
                 among the Company, NRM Investments, Inc., and The
                 Chase Manhattan Bank, as Agent for the Holders, to
                 the Senior Subordinated Note Purchase Agreement,
                 dated as of April 16, 1998, among the Company, the
                 Guarantors from time to time party thereto, the
                 Purchasers from time to time party thereto, and
                 Robert Fleming, Inc., as Agent, which was filed as
                 Exhibit 4.10 to the Company's Annual Report on
                 Form 10-K for the fiscal year ended March 28,
                 1998, filed herewith.                                   13

          10.13  Amendment to Employment Agreement dated as of
                 January 1, 2001 by and between National Record
                 Mart, Inc., and William A. Teitelbaum, filed as
                 Exhibit 10.13 to the Company's Quarterly Report on
                 Form 10-Q for the quarter Ended December 23, 2000.

          10.14  Amendment to Employment Agreement dated as of
                 December 30, 2000 by and between National Record
                 Mart, Inc. and Theresa Carlise, filed as Exhibit
                 10.14 to the Company's Quarterly Report on Form
                 10-Q for the quarter ended December 23, 2000.

          10.15  Change in Control Agreement dated as of January 1,
                 2001 by and between National Record Mart, Inc. and
                 William A. Teitelbaum, filed as Exhibit 10.15 to
                 the Company's Quarterly Report on Form 10-Q for
                 the quarter ended December 23, 2000.


                                 -2-
<PAGE>   3

          10.16  Change in Control Agreement dated as of January 1,
                 2001 by and between National Record Mart, Inc. and
                 Theresa Carlise, filed as Exhibit 10.16 to the
                 Company's Quarterly Report on Form 10-Q for the
                 quarter ended December 23, 2000.

          11     Calculation of Net Loss Per Common Share - For the
                 thirteen and thirty nine weeks ended December 23,
                 2000 and December 25, 1999, filed as Exhibit 11 to
                 the Company's Quarterly Report on Form 10-Q for
                 the quarter ended December 23, 2000.




      (b) Reports on Form 8-K:

          There was one report filed during the thirteen weeks ended December
          23, 2000. The date of report (date of earliest event reported) was
          November 10, 2000. The report disclosed, under Item 4 thereof, the
          resignation on November 10, 2000 of Ernst & Young LLP, the independent
          accountant previously engaged as the principal accountant to audit the
          financial statements of the registrant.


                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                               NATIONAL RECORD MART, INC.

                               By: /s/ Theresa Carlise
                                   ------------------------
                               Theresa Carlise
                               Senior Vice President and Chief
                               Financial Officer
                               (Principal Financial and Accounting Officer)

                               Date: February 27, 2001
                                     ---------------------



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.18
<SEQUENCE>2
<FILENAME>j8672601ex4-18.txt
<DESCRIPTION>WAIVER AND AMENDMENT NO. 1
<TEXT>

<PAGE>   1



                                                                   EXHIBIT 4.18

                           WAIVER AND AMENDMENT NO. 1
                                       TO
                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


         THIS WAIVER AND AMENDMENT NO. 1 (this "Amendment") is entered into as
of February 6, 2001, by and between National Record Mart, Inc., a Delaware
Corporation ("Borrower") and Fleet Capital Corporation ("Lender").


                                   BACKGROUND

         Borrower and Lender are parties to an Amended and Restated Loan and
Security Agreement dated as of November 1, 1999 (as amended, restated,
supplemented or otherwise modified from time to time, the "Loan Agreement")
pursuant to which Lender provides Borrower with certain financial
accommodations.

         Borrower has requested that Lender waive an Event of Default that has
occurred and make certain amendments to the Loan Agreement, and Lender is
willing to do so on the terms and conditions hereafter set forth.

         NOW, THEREFORE, in consideration of any loan or advance or grant of
credit heretofore or hereafter made to or for the account of Borrower by Lender,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:

         1. Definitions. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Loan Agreement.

         2. Amendment to Loan Agreement. Subject to satisfaction of the
conditions precedent set forth in Section 4 below, the Loan Agreement is hereby
amended as follows:

                  (a) Section 3.1(A) is amended in its entirety to provide as
                  follows:

                  ("A) Interest. Interest shall accrue on the principal amount
                  of Prime Loans outstanding at the end of each day (computed on
                  the actual days elapsed over a year of 360 (days) at a
                  fluctuating rate per annum equal to two percentage points
                  (2.0%) above the Base Rate. After the date hereof, the
                  foregoing rate of interest shall be increased or decreased, as
                  the case may be, by an amount equal to any increase or
                  decrease in the Base Rate, with such adjustments to be
                  effective as of the opening of business on the day that any
                  such change in the Base Rate becomes effective. The Base Rate
                  in effect on the date hereof shall be the Base Rate effective
                  as of the opening of business on the date hereof, but if this
                  agreement is executed on a day that is not a Business Day, the
                  Base Rate in effect on the date hereof shall be the Base Rate
                  effective as of the opening the business on the last Business
                  Day immediately preceding the date hereof. Eurodollar Loans
                  shall bear



                                      -4-

<PAGE>   2

                  interest on the principal amount thereof owing, at a rate per
                  annum equal to four percentage points (4.0%) above the
                  Eurodollar Rate."

         3. Waiver. Subject to satisfaction of the conditions precedent set
forth in Section 4 below, Lender hereby waives the Event of Default which has
occurred solely as a result of Borrower's non-compliance with Section 9.3(B) of
the Loan Agreement as a result of Borrower's failure to achieve Cash Flow of at
least $250,000 at the end of the fiscal quarter ended December 23, 2000 with
respect to the four fiscal quarters then ended as of the last day of such fiscal
quarter.

         4. Conditions of Effectiveness. This Amendment shall become effective
upon satisfaction of the following conditions precedent: Lender shall have
received (i) four (4) copies of this Amendment executed by Borrower and
consented and agreed to by each Guarantor, (ii) payment of an amendment and
waiver fee in the amount of $87,500 which amount shall be charged to Borrower's
account with Lender and (iii) and such other certificates, instruments,
documents, agreements and opinions of counsel as may be required by Lender or
its counsel, each of which shall be in form and substance satisfactory to Lender
and its counsel.

         5. Representations and Warranties. Borrower hereby represents and
warrants as follows:

                  (a) This Amendment and the Loan Agreement, as amended hereby,
constitute legal, valid and binding obligations of Borrower and are enforceable
against Borrower in accordance with their respective terms.

                  (b) Upon the effectiveness of this Amendment, Borrower hereby
reaffirms all covenants, representations and warranties made in the Loan
Agreement to the extent the same are not amended hereby and agree that all such
covenants, representations and warranties shall be deemed to have been remade as
of the effective date of this Amendment.

                  (c) No Event of Default or Default has occurred and is
continuing or would exist after giving effect to this Amendment.

                  (d) Borrower has no defense, counterclaim or offset with
respect to the Loan Agreement.

         6. Effect on the Loan Agreement.

                  (a) Upon the effectiveness of Section 2 hereof, each reference
in the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of like import shall mean and be reference to the Loan Agreement as
amended hereby.

                  (b) Except as specifically amended herein, the Loan Agreement,
and all other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.

                  (c) The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided in Section 3, operate as a
waiver of any right, power or remedy of Lender, nor constitute a waiver of any
provision of the Loan Agreement, or any other documents, instruments or
agreements executed and/or delivered under or in connection therewith.


                                      -5-
<PAGE>   3

         (7) Governing Law. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
and shall be governed by and construed in accordance with the laws of the state
of New York.

         (8) Headings. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

         (9) Counterparts; Facsimile. This Amendment may be executed by the
parties hereto in one or more counterparts, each of which shall be deemed an
original and all of which when taken together shall constitute one and the same
agreement. Any signature delivered by a party by facsimile transmission shall be
deemed to be an original signature hereto.

         IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first written above.

                                        NATIONAL RECORD MART, INC.


                                        By: /s/ Theresa Carlise
                                            ---------------------------------
                                            Name: Theresa Carlise
                                            Title: Senior Vice President and CFO


                                        FLEET CAPITAL CORPORATION

                                        By: /s/ Stephen M. Spencer
                                            ---------------------------------
                                            Name: Stephen M. Spencer
                                            Title: Senior Vice President



                                        CONSENTED AND AGREED TO

                                        NRM INVESTMENT, INC.


                                        By: /s/ Theresa Carlise
                                            ---------------------------------
                                            Name:  Theresa Carlise
                                            Title:  President



                                      -6-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.19
<SEQUENCE>3
<FILENAME>j8672601ex4-19.txt
<DESCRIPTION>AMEND. TO SENIOR SUBORDINATED SECURED NOTE PURCH.
<TEXT>

<PAGE>   1


                                                                   EXHIBIT 4.19


                        AMENDMENT TO SENIOR SUBORDINATED
                         SECURED NOTE PURCHASE AGREEMENT


         This Amendment to Senior Subordinated Secured Note Purchase Agreement,
dated as of December 23, 2000 (this "AMENDMENT"), is entered into among National
Record Mart, Inc., a Delaware corporation (the "ISSUER"), NRM Investments, Inc.,
a Delaware corporation (the "GUARANTOR" and, collectively with the Issuer, the
"OBLIGORS"), and The Chase Manhattan Bank (as successor in interest to Robert
Fleming Inc., the "AGENT"), in its capacity as agent for the Holders under that
certain Senior Subordinated Secured Note Purchase Agreement dated as of April
16, 1998, (including all annexes, exhibits and schedules thereto, the "SECURED
NOTE PURCHASE AGREEMENT"). Capitalized terms used and not otherwise defined
herein shall have the meaning ascribed to such terms in the Secured Note
Purchase Agreement.

                              W I T N E S S E T H:

         WHEREAS, the Obligors, the Purchaser, and the Agent each have entered
into the Secured Note Purchase Agreement; and

         WHEREAS, the Obligors are also parties to that certain Senior
Subordinated Note Purchase Agreement dated as of April 16, 1998 (including all
annexes, exhibits and schedules thereto, the "UNSECURED NOTE PURCHASE
AGREEMENT"); and

         WHEREAS, the Issuer has requested that the Agent and the Holders amend
the covenant set forth in Section 7.16 of the Secured Note Purchase Agreement;
and

         WHEREAS, the Obligors have indicated that they will amend a similar
covenant in the Unsecured Note Purchase Agreement; and

         WHEREAS, the Required Holders have consented to this Amendment as
required by the Secured Note Purchase Agreement; and

         WHEREAS, the Agent is willing to enter into this Amendment on the terms
and conditions set forth herein;

         NOW, THEREFORE, in consideration of the above premises the Obligors and
the Agent, on behalf of itself and the Holders, each agrees as follows:

         1. Amendments to Secured Note Purchase Agreement. Effective as of the
Amendment Effective Date (as defined below), the Secured Note Purchase Agreement
shall be amended as follows:

                  Section 1.01 of the Secured Note Purchase Agreement shall be
amended by adding the following:

                  "FINANCIAL ADVISOR" means an investment banking firm or other
                  financial advisor selected by the Issuer and


                                      -7-
<PAGE>   2

                  reasonably acceptable to the Agent which shall have knowledge
                  and experience in the music retailing industry.

                  Section 7.16 of the Secured Note Purchase Agreement shall be
amended in its entirety to read as follows:

                  Issuer shall not permit its Cash Flow to be less than $250,000
                  for the aggregate of any fiscal quarter and the preceding
                  three fiscal quarters, except that with respect to the fiscal
                  quarter ending December 23, 2000 and the preceding three
                  fiscal quarters, Issuer shall not permit its Cash Flow to be
                  less than the amount set forth in that certain letter, dated
                  February 6, 2001, from the Issuer to the Agent.

                  Section 8.01 of the Secured Note Purchase Agreement shall be
amended by adding each of the following as an "Event of Default" under the
Secured Note Purchase Agreement:

                  (t) after February 6, 2001, the Issuer shall fail to continue
                  to engage the Financial Advisor or the Financial Advisor shall
                  no longer be providing services or serving as financial
                  advisor to the Issuer and a replacement Financial Advisor has
                  not been engaged or retained within ten (10) Business Days
                  thereafter.

                  (u) after February 6, 2001, the Issuer shall fail to use all
                  commercially reasonable efforts to promote and pursue
                  strategic alternatives for the Issuer as described in Section
                  8.01(x) hereof.

                  (v) beginning on February 12, 2001, the Issuer and, to the
                  extent available, the Issuer's advisors, including, without
                  limitation, the Financial Advisor, shall fail to participate
                  in any material respect in telephonically conducted meetings
                  requested by the Agent to be convened not less frequently than
                  twice during each calendar month on or about the first and
                  fifteenth day of each calendar month (or the first Business
                  Day thereafter), or such other date and time as (i) the Agent
                  may reasonably request or (ii) the Agent and the Issuer shall
                  agree upon request of the Issuer.

                  (w) the Issuer shall have failed to deliver to the Agent a
                  copy of any of the following, in each case in form and
                  substance satisfactory to the Agent in its sole discretion:
                  (i) as soon as available but no later than February 28, 2001,
                  a cash flow forecast and income statement through April 30,
                  2001, as prepared by the Issuer and reviewed by the Financial
                  Advisor, (ii) as soon as available but no later than February
                  28, 2001, a work plan including strategic alternatives being
                  considered by the Issuer, (iii) as and when delivered to
                  Fleet, the monthly statements described in Section 6.01(b) of
                  this Agreement, (iv) promptly but no later


                                      -8-
<PAGE>   3

                  than five (5) Business Days after delivery to the Board of
                  Directors, the Board Reports described in Section 6.01(d) of
                  this Agreement, (v) promptly but no later than five (5)
                  Business Days after preparation by either the Issuer or the
                  Financial Advisor, all business plans, operating projections
                  or other forward looking financial statements (collectively
                  "PROJECTIONS") produced or developed by or on behalf of the
                  Issuer after February 6, 2001, including, without limitation,
                  any and all material updates of Projections whenever produced
                  or developed, and (vi) as and when delivered to Fleet, a copy
                  of the borrowing base certificate provided by the Issuer to
                  Fleet in connection with the Fleet Facility for the prior
                  calendar week.

                  (x) subject solely to any contractual limitations with respect
                  to confidentiality, the Issuer shall have failed to deliver to
                  the Agent a copy of any of the following promptly but no later
                  than five (5) Business Days after receipt of same by the
                  Issuer or the Financial Advisor: any letter of intent, bid,
                  purchase offer, expression of interest, proposal, or similar
                  document received by the Issuer or the Financial Advisor,
                  concerning or regarding substantially all of the assets or
                  stock of the Issuer, including, the acquisition of same, or a
                  refinancing of the Secured Notes; provided however, that the
                  Issuer shall use its reasonable best efforts to exclude from
                  any contractual limitations with respect to confidentiality
                  disclosure of any of the foregoing to the Agent.

         2. Amendment Effective Date. This Amendment shall be effective as of
the date first written above (the "AMENDMENT EFFECTIVE DATE") subject to the
satisfaction of each of the following conditions precedent:

                  2.1 The Agent shall have received, in form and substance
satisfactory to the Agent in its sole discretion, duly executed original
counterparts of this Amendment from each of the Issuer and the Guarantor.

                  2.2 The Agent shall have received from the Issuer
reimbursement for all reasonable costs and expenses incurred by the Agent
through and including February 5, 2001, including, without limitation, the
reasonable fees and expenses of counsel to the Agent.

                  2.3 The Issuer shall have engaged the Financial Advisor on
terms reasonably acceptable to the Agent and the Issuer.

                  2.4 The Issuer shall have obtained from Fleet with respect to
the Fleet Facility a waiver or amendment, similar in form and substance to this
Amendment, and the Agent shall have received a fully executed copy of same.

                  2.5 The Issuer shall have obtained from the Holders under the
Unsecured Note Purchase Agreement an amendment with respect to the Unsecured
Note Purchase Agreement, similar in form and substance to this Amendment,
relating to the Cash Flow covenant in Section 7.16 of the Unsecured Note
Purchase Agreement as such is applied to


                                      -9-
<PAGE>   4

the period ending December 23, 2000, and the Agent shall have received a fully
executed copy of same.

                  2.6 All corporate and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions
described in this Amendment shall be satisfactory in all respects in form and
substance to the Agent.

         3. Representations and Warranties of the Obligors. The Obligors each
represent and warrant to the Agent and the Holders that, as of the Amendment
Effective Date and after giving effect to this Amendment:

                  3.1 All of the representations and warranties of the Issuer
and the Guarantor contained in this Amendment, the Secured Note Purchase
Agreement, and the other Note Documents are true and correct on and as of the
Amendment Effective Date, as if then made (other than representations and
warranties which expressly related to an earlier date and except for changes
therein expressly permitted by the Secured Note Purchase Agreement).

                  3.2 No Default or Event of Default has occurred or is
continuing or will result after giving effect to this Amendment.

                  3.3 The Issuer is not and will not be in breach of any
financial covenant tested as of the Amendment Effective Date or as of February
5, 2001.

                  3.4 Since April 16, 1998, except for information previously
publicly disclosed or disclosed in writing by the Issuer to the Agent, (i) no
event or condition has occurred or is existing which could reasonably be
expected to have a Material Adverse Effect, (ii) no litigation has been
commenced which, if successful, would have a Material Adverse Effect or could
challenge any of the transactions contemplated by the Secured Note Purchase
Agreement, this Amendment, or the Note Documents, and (iii) there has been no
material increase in liabilities, liquidated or contingent, and no material
decrease in assets of either the Issuer or the Guarantor.

                  3.5 The Obligors have received with respect to the Fleet
Facility the executed amendment or waiver referred to in section 2.4 hereof, and
such amendment or waiver is binding and in full force and effect.

                  3.6 The Obligors have received with respect to the Unsecured
Note Purchase Agreement the executed amendment referred to in section 2.5
hereof, and such amendment is binding and in full force and effect.

                  3.7 The execution and delivery of this Amendment and related
documents by the Issuer and the Guarantor, and the performance of the
transactions contemplated hereby and thereby, (a) are within each such Person's
corporate power, (b) have been duly authorized by all necessary or proper
corporate and shareholder action, and (c) do not conflict with or violate any
contract or agreement to which the Issuer or the Guarantor may be a party; this
Amendment and such documents have been duly executed and delivered by, and each
constitutes a legal, valid, and binding obligation of, the Issuer and the
Guarantor, enforceable against each in accordance with its respective terms.


                                      -10-
<PAGE>   5


         4. Reference to and Effect on the Note Documents.

                  4.1 Upon the Amendment Effective Date, each reference in the
Secured Note Purchase Agreement to "this Agreement", "hereunder", "hereof' or
words of like import, and each reference in the Note Documents to the Secured
Note Purchase Agreement, shall mean and be a reference to the Secured Note
Purchase Agreement as amended hereby.

                  4.2 This Amendment shall constitute a part of and be included
in the definition of Note Documents in the Secured Note Purchase Agreement.

                  4.3 This Amendment shall be limited solely to the matters
expressly set forth herein and shall not (i) constitute a waiver or amendment of
any other term or condition of the Secured Note Purchase Agreement or any other
Note Documents, (ii) prejudice any rights or remedies which Holders may now have
or may have in the future under or in connection with the Secured Note Purchase
Agreement or any other Note Documents, as amended hereby, (iii) require the
Holders to agree through the Agent or the consent of the Required Holders to a
similar amendment on a future occasion, or (iv) create any rights herein to any
other Person or other beneficiary or otherwise, except to the extent
specifically provided herein.

                  4.4 Except to the extent specifically consented to herein, the
respective provisions of the Secured Note Purchase Agreement and the other Note
Documents shall not be amended, modified, waived, impaired or otherwise affected
hereby, and such documents and the Obligations under each of them are hereby
confirmed as being in full force and effect.

         5. Time of the Essence. Each of the Obligors acknowledges and agrees
that time is of the essence with respect to each and every term of this
Amendment.

         6. Miscellaneous.

                  6.1 Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be an original but all of which together
shall constitute one instrument. Each counterpart may consist of a number of
copies hereof, each signed by less than all, but together signed by all, of the
parties hereto.

                  6.2 GOVERNING LAW. THIS AMENDMENT, AND ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE HEREOF, SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS
OF THE UNITED STATES OF AMERICA.

                  6.3 Payments and Transfers of Funds. All payments or other
transfers of funds to the Agent under this Amendment shall be made in the lawful
currency of the United States by wire transfer of immediately available funds to
the Agent in accordance with the wire instructions specified in Schedule A
hereto.


                                      -11-
<PAGE>   6



                  IN WITNESS WHEREOF, the Issuer, the Guarantor, and the Agent
have caused this Amendment to be executed by their respective duly authorized
officers as of the date first above written.

NATIONAL RECORD MART, INC.

By: /s/ Theresa Carlise
    -----------------------------
    Name: Theresa Carlise
    Title: Senior Vice President & CFO


NRM INVESTMENTS, INC.

By: /s/ Theresa Carlise
    -----------------------------
    Name: Theresa Carlise
    Title: President


THE CHASE MANHATTAN BANK, SUCCESSOR
IN INTEREST TO ROBERT FLEMING, INC., AS THE AGENT

By: /s/ Michael Lancia
    -----------------------------
    Name: Michael Lancia
    Title: Vice President


                                      -12-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.20
<SEQUENCE>4
<FILENAME>j8672601ex4-20.txt
<DESCRIPTION>AMEND. TO SENIOR SOBORDINATED NOTE PURCH. AGMT.
<TEXT>

<PAGE>   1



                                                                   EXHIBIT 4.20



                        AMENDMENT TO SENIOR SUBORDINATED
                             NOTE PURCHASE AGREEMENT


         This Amendment to Senior Subordinated Note Purchase Agreement, dated as
of December 23, 2000 (this "Amendment"), is entered into among National Record
Mart, Inc., a Delaware corporation (the "ISSUER"), NRM Investments, Inc., a
Delaware corporation (the "GUARANTOR" and, collectively with the Issuer, the
"OBLIGORS"), and The Chase Manhattan Bank (as successor in interest to Robert
Fleming Inc., the "AGENT"), in its capacity as agent for the Holders under that
certain Senior Subordinated Note Purchase Agreement dated as of April 16, 1998,
(including all annexes, exhibits and schedules thereto, the "UNSECURED NOTE
PURCHASE AGREEMENT"). Capitalized terms used and not otherwise defined herein
shall have the meaning ascribed to such terms in the Unsecured Note Purchase
Agreement.

                              W I T N E S S E T H:

         WHEREAS, the Obligors, the Purchaser, and the Agent each have entered
into the Unsecured Note Purchase Agreement; and

         WHEREAS, the Obligors are also parties to that certain Senior
Subordinated Secured Note Purchase Agreement dated as of April 16, 1998
(including all annexes, exhibits and schedules thereto, the "SECURED NOTE
PURCHASE AGREEMENT"); and

         WHEREAS, the Issuer has requested that the Agent and the Holders amend
the covenant set forth in Section 7.16 of the Secured Note Purchase Agreement;
and

         WHEREAS, the Obligors have indicated that they will amend a similar
covenant in the Secured Note Purchase Agreement; and

         WHEREAS, the Required Holders have consented to this Amendment as
required by the Unsecured Note Purchase Agreement; and

         WHEREAS, the Agent is willing to enter into this Amendment on the terms
and conditions set forth herein;

         NOW, THEREFORE, in consideration of the above premises the Obligors and
the Agent, on behalf of itself and the Holders, each agrees as follows:

         7. Amendments to Unsecured Note Purchase Agreement. Effective as of the
Amendment Effective Date (as defined below), the Unsecured Note Purchase
Agreement shall be amended as follows:

                  7.1 Section 1.01 of the Unsecured Note Purchase Agreement
shall be amended by adding the following:

                                      -13-

<PAGE>   2

                  "FINANCIAL ADVISOR" means an investment banking firm or other
                  financial advisor selected by the Issuer and reasonably
                  acceptable to the Agent which shall have knowledge and
                  experience in the music retailing industry.

                  7.2 Section 7.16 of the Unsecured Note Purchase Agreement
shall be amended in its entirety to read as follows:

                  Issuer shall not permit its Cash Flow to be less than $250,000
                  for the aggregate of any fiscal quarter and the preceding
                  three fiscal quarters, except that with respect to the fiscal
                  quarter ending December 23, 2000 and the preceding three
                  fiscal quarters, Issuer shall not permit its Cash Flow to be
                  less than the amount set forth in that certain letter, dated
                  February 6, 2001, from the Issuer to the Agent.

7.3 Section 8.01 of the Unsecured Note Purchase Agreement shall be amended by
adding each of the following as an "Event of Default" under the Unsecured Note
Purchase Agreement:

                  (t) after February 6, 2001, the Issuer shall fail to continue
                  to engage the Financial Advisor or the Financial Advisor shall
                  no longer be providing services or serving as financial
                  advisor to the Issuer and a replacement Financial Advisor has
                  not been engaged or retained within ten (10) Business Days
                  thereafter.

                  (u) after February 6, 2001, the Issuer shall fail to use all
                  commercially reasonable efforts to promote and pursue
                  strategic alternatives for the Issuer as described in Section
                  8.01(x) hereof.

                  (v) beginning on February 12, 2001, the Issuer and, to the
                  extent available, the Issuer's advisors, including, without
                  limitation, the Financial Advisor, shall fail to participate
                  in any material respect in telephonically conducted meetings
                  requested by the Agent to be convened not less frequently than
                  twice during each calendar month on or about the first and
                  fifteenth day of each calendar month (or the first Business
                  Day thereafter), or such other date and time as (i) the Agent
                  may reasonably request or (ii) the Agent and the Issuer shall
                  agree upon request of the Issuer.

                  (w) the Issuer shall have failed to deliver to the Agent a
                  copy of any of the following, in each case in form and
                  substance satisfactory to the Agent in its sole discretion:
                  (i) as soon as available but no later than February 28, 2001,
                  a cash flow forecast and income statement through April 30,
                  2001, as prepared by the Issuer and reviewed by the Financial
                  Advisor, (ii) as soon as available but no later than February
                  28, 2001, a work plan including strategic alternatives being
                  considered by the Issuer, (iii)



                                      -14-

<PAGE>   3

                  as and when delivered to Fleet, the monthly statements
                  described in Section 6.01(b) of this Agreement, (iv) promptly
                  but no later than five (5) Business Days after delivery to the
                  Board of Directors, the Board Reports described in Section
                  6.01(d) of this Agreement, (v) promptly but no later than five
                  (5) Business Days after preparation by either the Issuer or
                  the Financial Advisor, all business plans, operating
                  projections or other forward looking financial statements
                  (collectively "PROJECTIONS") produced or developed by or on
                  behalf of the Issuer after February 6, 2001, including,
                  without limitation, any and all material updates of
                  Projections whenever produced or developed, and (vi) as and
                  when delivered to Fleet, a copy of the borrowing base
                  certificate provided by the Issuer to Fleet in connection with
                  the Fleet Facility for the prior calendar week.

                  (x) subject solely to any contractual limitations with respect
                  to confidentiality, the Issuer shall have failed to deliver to
                  the Agent a copy of any of the following promptly but no later
                  than five (5) Business Days after receipt of same by the
                  Issuer or the Financial Advisor: any letter of intent, bid,
                  purchase offer, expression of interest, proposal, or similar
                  document received by the Issuer or the Financial Advisor,
                  concerning or regarding substantially all of the assets or
                  stock of the Issuer, including, the acquisition of same, or a
                  refinancing of the Notes; provided however, that the Issuer
                  shall use its reasonable best efforts to exclude from any
                  contractual limitations with respect to confidentiality
                  disclosure of any of the foregoing to the Agent.

         8. Amendment Effective Date. This Amendment shall be effective as of
the date first written above (the "AMENDMENT EFFECTIVE DATE") subject to the
satisfaction of each of the following conditions precedent:

                  8.1 The Agent shall have received, in each case in form and
substance satisfactory to the Agent in its sole discretion, duly executed
original counterparts of this Amendment from each of the Issuer and the
Guarantor.

                  8.2 The Agent shall have received from the Issuer
reimbursement for all reasonable costs and expenses incurred by the Agent
through and including February 5, 2001, including, without limitation, the
reasonable fees and expenses of counsel to the Agent.

                  8.3 The Issuer shall have engaged the Financial Advisor on
terms reasonably acceptable to the Agent and the Issuer.

                  8.4 The Issuer shall have obtained from Fleet with respect to
the Fleet Facility a waiver or amendment, similar in form and substance to this
Amendment, and the Agent shall have received a fully executed copy of same.

                  8.5 The Issuer shall have obtained from the Holders under the
Unsecured Note Purchase Agreement an amendment with respect to the Unsecured
Note


                                      -15-
<PAGE>   4

Purchase Agreement, similar in form and substance to this Amendment, relating
to the Cash Flow covenant in Section 7.16 of the Secured Note Purchase
Agreement as such is applied to the period ending December 23, 2000, and the
Agent shall have received a fully executed copy of same.

                  8.6 All corporate and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions
described in this Amendment shall be satisfactory in all respects in form and
substance to the Agent.

         9. Representations and Warranties of the Obligors. The Obligors each
represent and warrant to the Agent and the Holders that, as of the Amendment
Effective Date and after giving effect to this Amendment:

                  9.1 All of the representations and warranties of the Issuer
and the Guarantor contained in this Amendment, the Unsecured Note Purchase
Agreement, and the other Note Documents are true and correct on and as of the
Amendment Effective Date, as if then made (other than representations and
warranties which expressly related to an earlier date and except for changes
therein expressly permitted by the Unsecured Note Purchase Agreement).

                  9.2 No Default or Event of Default has occurred or is
continuing or will result after giving effect to this Amendment.

                  9.3 The Issuer is not and will not be in breach of any
financial covenant tested as of the Amendment Effective Date or as of February
5, 2001.

                  9.4 Since April 16, 1998, except for information previously
publicly disclosed or disclosed in writing by the Issuer to the Agent, (i) no
event or condition has occurred or is existing which could reasonably be
expected to have a Material Adverse Effect, (ii) no litigation has been
commenced which, if successful, would have a Material Adverse Effect or could
challenge any of the transactions contemplated by the Unsecured Note Purchase
Agreement, this Amendment, or the Note Documents, and (iii) there has been no
material increase in liabilities, liquidated or contingent, and no material
decrease in assets of either the Issuer or the Guarantor.

                  9.5 The Obligors have received with respect to the Fleet
Facility the executed amendment or waiver referred to in section 2.4 hereof, and
such amendment or waiver is binding and in full force and effect.

                  9.6 The Obligors have received with respect to the Unsecured
Note Purchase Agreement the executed amendment referred to in section 2.5
hereof, and such amendment is binding and in full force and effect.

                  9.7 The execution and delivery of this Amendment and related
documents by the Issuer and the Guarantor, and the performance of the
transactions contemplated hereby and thereby, (a) are within each such Person's
corporate power, (b) have been duly authorized by all necessary or proper
corporate and shareholder action, and (c) do not conflict with or violate any
contract or agreement to which the Issuer or the Guarantor may be a party; this
Amendment and such documents have been duly executed and delivered by, and each
constitutes a legal, valid, and binding obligation of, the Issuer and the
Guarantor, enforceable against each in accordance with its respective terms.


                                      -16-
<PAGE>   5

         10. Reference to and Effect on the Note Documents.

                  10.1 Upon the Amendment Effective Date, each reference in the
Unsecured Note Purchase Agreement to "this Agreement", "hereunder", "hereof' or
words of like import, and each reference in the Note Documents to the Unsecured
Note Purchase Agreement, shall mean and be a reference to the Unsecured Note
Purchase Agreement as amended hereby.

                  10.2 This Amendment shall constitute a part of and be included
in the definition of Note Documents in the Unsecured Note Purchase Agreement.

                  10.3 This Amendment shall be limited solely to the matters
expressly set forth herein and shall not (i) constitute a waiver or amendment of
any other term or condition of the Unsecured Note Purchase Agreement or any
other Note Documents, (ii) prejudice any rights or remedies which Holders may
now have or may have in the future under or in connection with the Unsecured
Note Purchase Agreement or any other Note Documents, as amended hereby, (iii)
require the Holders to agree through the Agent or the consent of the Required
Holders to a similar amendment on a future occasion, or (iv) create any rights
herein to any other Person or other beneficiary or otherwise, except to the
extent specifically provided herein.

                  10.4 Except to the extent specifically consented to herein,
the respective provisions of the Unsecured Note Purchase Agreement and the other
Note Documents shall not be amended, modified, waived, impaired or otherwise
affected hereby, and such documents and the Obligations under each of them are
hereby confirmed as being in full force and effect.

         11. Time of the Essence. Each of the Obligors acknowledges and agrees
that time is of the essence with respect to each and every term of this
Amendment.

         12. Miscellaneous.

                  12.1 Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall be an original but all of which
together shall constitute one instrument. Each counterpart may consist of a
number of copies hereof, each signed by less than all, but together signed by
all, of the parties hereto.

                  12.2 GOVERNING LAW. THIS AMENDMENT, AND ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE HEREOF, SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS
OF THE UNITED STATES OF AMERICA.

                  12.3 Payments and Transfers of Funds. All payments or other
transfers of funds to the Agent under this Amendment shall be made in the lawful
currency of the United States by wire transfer of immediately available funds to
the Agent in accordance with the wire instructions specified in Schedule A
hereto.


                                      -17-
<PAGE>   6



         IN WITNESS WHEREOF, the Issuer, the Guarantor, and the Agent have
caused this Amendment to be executed by their respective duly authorized
officers as of the date first above written.

NATIONAL RECORD MART, INC.

By: /s/ Theresa Carlise
    -----------------------------
    Name: Theresa Carlise
    Title: Senior Vice President & CFO



NRM INVESTMENTS, INC.

By: /s/ Theresa Carlise
    -----------------------------
    Name: Theresa Carlise
    Title: President


THE CHASE MANHATTAN BANK, SUCCESSOR
IN INTEREST TO ROBERT FLEMING, INC., AS THE AGENT

By: /s/ Michael Lancia
    -----------------------------
    Name: Michael Lancia
    Title: Vice President


                                      -18-
</TEXT>
</DOCUMENT>
</SUBMISSION>
