STOCKHOLDER'S AGREEMENT This Stockholder's Agreement (this "AGREEMENT") is entered into as of February 3, 1998 among RFM Acquisition LLC, a Delaware limited liability company ("RFM"), RANDALL'S FOOD MARKETS, INC., a Texas corporation (the "COMPANY"),...Stockholder's Agreement • May 19th, 1998 • Randalls Food Markets Inc • Retail-grocery stores • Texas
ARTICLE I DEFINITIONSNon-Qualified Stock Option Agreement • January 19th, 1999 • Randalls Food Markets Inc • Retail-grocery stores • Texas
as Issuer andIndenture • September 12th, 1997 • Randalls Food Markets Inc • New York
GUARANTYRandalls Food Markets Inc • November 25th, 1998 • Retail-grocery stores • Texas
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT Dated as of June 27, 1997Registration Rights Agreement • September 12th, 1997 • Randalls Food Markets Inc • New York
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF BUYERSubscription Agreement • September 12th, 1997 • Randalls Food Markets Inc • New York
CONFORMED COPY CREDIT AGREEMENTCredit Agreement • September 12th, 1997 • Randalls Food Markets Inc • New York
Exhibit 4.5 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of September 8, 1997 (this "Supplemental Indenture"), between RANDALL'S FOOD MARKETS, INC., a corporation duly organized and existing under the laws of the State of Texas...Supplemental Indenture • September 12th, 1997 • Randalls Food Markets Inc • New York
1 EXHIBIT 99.3 VOTING AGREEMENT VOTING AGREEMENT (this "Agreement"), dated as of July 22, 1999, by and among R. Randall Onstead, Jr. an individual ("Shareholder"), Safeway Inc., a Delaware corporation ("Parent"), and SI Merger Sub, Inc., a Texas...Voting Agreement • August 2nd, 1999 • Randalls Food Markets Inc • Retail-grocery stores • Texas
WITNESSETH:Agreement and Release • September 12th, 1997 • Randalls Food Markets Inc • Texas
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENt"), dated as of June 18, 1997, between Randall's Food Markets, Inc., a Texas corporation (the "COMPANY"), and RFM Acquisition LLC, a Delaware limited liability...Registration Rights Agreement • September 12th, 1997 • Randalls Food Markets Inc • New York
RECITALS'S Agreement • January 13th, 1998 • Randalls Food Markets Inc • Retail-grocery stores • Texas
RECITALSManagement Stockholder's Agreement • October 30th, 1997 • Randalls Food Markets Inc • Retail-grocery stores • Texas
EXHIBIT 10.14 SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (the "Agreement") is made and entered into as of the 20th day of August, 1993, by and among FLEMING FOODS OF TEXAS, INC., a Nevada corporation (herein referred to as "Fleming") and RANDALL's FOOD...Supply Agreement • September 12th, 1997 • Randalls Food Markets Inc • Texas
Exhibit 4.5 FORM OF OUTSIDE DIRECTOR'S STOCKHOLDER AGREEMENT This Outside Director's Stockholder Agreement (this "Agreement") is entered into as of _____________ __, 1999 among RANDALL'S FOOD MARKETS, INC., a Texas corporation (the "Company"), and...Stockholder Agreement • January 19th, 1999 • Randalls Food Markets Inc • Retail-grocery stores • Texas
MEMBERSHIP AND LICENSING AGREEMENT ---------------------------------- This agreement is entered into this lst day of December 1980, by and between TOPCO ASSOCIATES, INC. (COOPERATIVE), a cooperative association organized under the laws of the State of...Membership and Licensing Agreement • October 30th, 1997 • Randalls Food Markets Inc • Retail-grocery stores
Randall's Food Markets, Inc. 3663 Briarpark Houston, Texas 77042 June 18, 1997Randalls Food Markets Inc • September 12th, 1997
EXHIBIT "A"Qualified Shareholders Agreement • September 12th, 1997 • Randalls Food Markets Inc
Exhibit 10.18 FORM OF SALE PARTICIPATION AGREEMENTRandalls Food Markets Inc • October 30th, 1997 • Retail-grocery stores • Texas
Exhibit 10.2 VOTING, REPURCHASE AND SHAREHOLDERS AGREEMENT VOTING, REPURCHASE AND SHAREHOLDERS AGREEMENT (this "Agreement"), dated as of April 1, 1997, by and among Randall's Food Markets, Inc., a Texas corporation (the "Company"), RFM Acquisition...Voting, Repurchase and Shareholders Agreement • September 12th, 1997 • Randalls Food Markets Inc • New York
RESIDUAL GUARANTYResidual Guaranty • November 25th, 1998 • Randalls Food Markets Inc • Retail-grocery stores • Texas
Exhibit 4.6 FORM OF SALE PARTICIPATION AGREEMENTRandalls Food Markets Inc • January 13th, 1998 • Retail-grocery stores • Texas
WITNESSETH:Employment and Consulting Agreement • September 12th, 1997 • Randalls Food Markets Inc • Texas
EXHIBIT 10.5 EMPLOYMENT, CONSULTING AND RETIREMENT AGREEMENT THIS EMPLOYMENT, CONSULTING, AND RETIREMENT AGREEMENT ("Agreement") is made by and between RANDALL'S FOOD MARKETS, INC., a Texas corporation ("Randall's") and Robert R. Onstead, of Harris...Consulting and Retirement Agreement • September 12th, 1997 • Randalls Food Markets Inc • Texas
EXHIBIT 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made by and between RANDALL'S FOOD MARKETS, INC., a Texas corporation ("Randall's") and R. Randall Onstead, Jr. of Fort Bend County, Texas ("Onstead"). W I T N E S S E T H:...Employment Agreement • September 12th, 1997 • Randalls Food Markets Inc • Texas
GROUND LEASE AGREEMENTGround Lease Agreement • November 25th, 1998 • Randalls Food Markets Inc • Retail-grocery stores • Texas
Randall's Food Markets, Inc. 3663 Briarpark Houston, Texas 77042 As of April 1, 1997Subscription Agreement • September 12th, 1997 • Randalls Food Markets Inc
Reference is made to (i) the Subscription Agreement dated as of the date hereof among RFM Acquisition LLC ("BUYER"), Randall's Food Markets, Inc. ("SELLER") and Robert R. Onstead (the "SUBSCRIPTION AGREEMENT"), (ii) the Credit Agreement dated as of November 1, 1993, as amended, among Seller, certain subsidiaries of Seller, the banks party thereto and Texas Commerce Bank National Association, as agent (the "CREDIT AGREEMENT"), and (iii) the Note Purchase Agreement dated as of November 1, 1993, as amended, among the Company, certain subsidiaries of the Company and the insurance companies party thereto (such agreement, together with the notes issued pursuant thereto, the "NOTE PURCHASE AGREEMENT"). Capitalized terms used but not defined herein shall have the meanings set forth in the Subscription Agreement.
PLEDGE AGREEMENTPledge Agreement • October 30th, 1997 • Randalls Food Markets Inc • Retail-grocery stores • New York
FACILITIES LEASE AGREEMENT between BRAZOS MARKETS DEVELOPMENT, L.P. andFacilities Lease Agreement • November 25th, 1998 • Randalls Food Markets Inc • Retail-grocery stores • Texas
EXHIBIT 10.9Registration Rights and Repurchase Agreement • September 12th, 1997 • Randalls Food Markets Inc • Texas
