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open account obligation to any SUPERVALU Entity; * * *
If this Note, any payment required to be made
under this Note or any other obligation payable to
Lender or any SUPERVALU Entity is not paid on the due
date (whether at original maturity or following accel-
eration), in addition to any other rights Lender may
have under this Note, any related agreement or under
applicable law, Lender shall have the right to set off
the indebtedness evidenced by this Note against any
indebtedness of Lender or any SUPERVALU Entity to any
Maker or Guarantor. [Reproduced literally.]
On March 9, 2001, petitioner and SUPERVALU also entered into
a second amendment to the April 16, 1999 supply agreement (March
9, 2001 supply agreement second amendment). The March 9, 2001
supply agreement second amendment provided in pertinent part:
1. Purchase Requirement
Effective as of the Execution Date and continuing
throughout the term of the [April 16, 1999 supply]
Agreement, Retailer [petitioner] shall purchase at
least $21,000,000 of product from Wholesaler
[Super Rite] each year of the Agreement.
2. Sales Rebate
As additional consideration for Retailer’s enter-
ing into this Agreement, and provided no Retailer
Entity is in default under this Agreement or under
any Capital Commitment or other agreement with, or
obligation to, any SUPERVALU Entity, Wholesaler
shall rebate to Retailer a rebate (the “Rebate”),
on the terms and conditions set forth below:
2.1 The purchases on which the Rebate shall be
based (the “Aggregate Purchases”) shall be
the total purchases of Product from Whole-
saler by Retailer for all of the Supermarkets
in the Aggregate, up to a maximum total of
Aggregate Purchases over the term of this
Agreement of $89,250,000.
2.2 The Rebate shall be calculated annually,
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