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tinue Super Rite’s lien on and security interest in
such Collateral. Provided, however, Super Rite ac-
knowledges that PNC Bank has first place security
interest on Retailer’s equipment located at its’ [sic]
West Shore Plaza Store.
8.1. Financial Statements. Retailer shall
furnish to Super Rite, no later than ninety (90) days
after the end of each fiscal quarter of Retailer, the
internal statements of Retailer and every six months
the reviewed balance sheet of Retailer, together with
its statement of income, retained earnings and cash
flow for the fiscal quarter. Each year, upon
Retailer’s request, Super Rite shall provide Retailer
with a letter confirming the forgiveness of debt in
accordance with that Promissory Note, of even date
herewith,[7] by and between Super Rite and Retailer.
9. Coupon Redemption Service. During the term
of this Agreement, Retailer agrees to use Super Rite’s
coupon service for the redemption of all coupons re-
ceived by Retailer [and] to pay for such service at the
rates established by Super Rite from time to time.[8]
The April 15, 1999 note provided in pertinent part:
FOR VALUE RECEIVED, KARNS PRIME & FANCY FOODS,
LTD., * * * (the “Borrower”), hereby promises to pay to
the order of SUPER RITE FOODS, INC., * * * (the
“Lender”), * * * the principal sum of ONE MILLION FIVE
HUNDRED THOUSAND NO/100 DOLLARS ($1,500,000.00). The
Borrower hereby further promises to pay interest on the
unpaid principal balance hereof at a rate per annum
equal to the Prime Rate (as hereinafter defined) plus
1% * * *. Interest shall accrue daily from the date
7The April 16, 1999 supply agreement referred to the April
15, 1999 note as a note of “even date”. The record does not
clarify the inconsistency between the date of that note to which
the supply agreement referred (i.e., Apr. 16, 1999) and the date
of that note to which such note referred (i.e., Apr. 15, 1999).
What is clear from the record is that the April 16, 1999 supply
agreement and the April 15, 1999 note were entered into around
the same time and were interdependent. See infra note 9.
8Prior to the April 16, 1999 supply agreement, petitioner
was not entitled to Super Rite’s coupon redemption service.
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Last modified: May 25, 2011