Karns Prime & Fancy Food, Ltd. - Page 10

                                       - 10 -                                         
               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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