Karns Prime & Fancy Food, Ltd. - Page 18

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                         based on the Aggregate Purchases for the                     
                         twelve month period immediately preceding an                 
                         anniversary of the Execution Date (the “An-                  
                         nual Period”).                                               
                    2.3 The Aggregate Purchases for the Annual Period                 
                         shall be multiplied by four thousand three                   
                         hundred sixty seven ten-thousandths percent                  
                         (.4367%), and the product of such calculation                
                         shall be the amount of the Rebate payable by                 
                         Wholesaler to Retailer for such Annual Pe-                   
                    2.4 The amount of the Rebate shall be shown as a                  
                         credit on the first statement sent by Whole-                 
                         saler to Retailer following the end of the                   
                         Annual Period.                                               
                    Notwithstanding anything to the contrary which may                
                    be contained in this Section 5, at such point, if                 
                    any, that the Aggregate Purchases reach                           
                    $89,250,000, no further purchases shall be consid-                
                    ered Aggregate Purchases, and no Rebate shall be                  
                    due or payable with respect to any purchases which                
                    are not considered Aggregate Purchases.  Whole-                   
                    saler may offset against any Rebate any amounts                   
                    owed to any SUPERVALU Entity by any Retailer En-                  
                    tity, and Wholesaler shall discontinue paying the                 
                    Rebate altogether upon any default by any Retailer                
                    Entity under this Agreement, under any Capital                    
                    Commitment, or under any other agreement with, or                 
                    obligation to, any SUPERVALU Entity.  Wholesaler                  
                    shall have no obligation whatsoever to pay any                    
                    Rebate in the event any Retailer Entity commences                 
                    any proceeding under any bankruptcy, reorganiza-                  
                    tion or similar law, or in the event a similar                    
                    proceeding is filed against any Retailer Entity.                  
                  *       *       *       *       *       *       *                   
               4.   Agreement Continues                                               
                    Except as specifically amended herein, the Agree-                 
                    ment continues, unmodified, in full force and                     
               For the annual period ended March 9, 2002, petitioner met              

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Last modified: May 25, 2011