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petitioner’s obligations under the lease (petitioner’s lease) of
the new site for one of petitioner’s stores. In return for
SUPERVALU’s guaranty of petitioner’s lease, on January 26, 2000,
petitioner entered into several agreements with SUPERVALU,
including: (1) An agreement that granted to SUPERVALU a security
interest in certain of petitioner’s assets;11 (2) a first amend-
ment to the April 16, 1999 supply agreement that, inter alia,
amended the term of that supply agreement12 but that did not
alter petitioner’s annual purchase requirement under the April
16, 1999 supply agreement; (3) a retailer’s agreement that
(a) required SUPERVALU to make its product lines available to
petitioner at certain prices and to provide petitioner with
certain services, including field advisory, warehousing, and
marketing services, and (b) required petitioner to comply with
SUPERVALU’s payment, accounting, inventory, and confidentiality
11Around early February 2000, SUPERVALU filed financing
statements with Cumberland County, Pa., and the Pennsylvania
secretary of state in order to perfect the security interest in
certain of petitioner’s assets that petitioner granted to
SUPERVALU on Jan. 26, 2000.
12The first amendment to the April 16, 1999 supply agreement
provided in pertinent part:
The term of the [April 16, 1999 supply] Agreement is
hereby amended such that Retailer’s [petitioner’s]
obligations under this Agreement shall continue in
effect for the longer of (a) five (5) years from the
Execution Date, or (b) as long as any Capital Commit-
ment [i.e., any capital committed by SUPERVALU for the
benefit of petitioner] remains outstanding.
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