300,000,000 8 7/8% Senior Notes due 2008First Supplemental Indenture • March 29th, 2001 • Winn Dixie Stores Inc • Retail-grocery stores • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of May 3, 2002 (this "Amendment"), is among WINN-DIXIE STORES, INC. (the "Borrower"), the --------- -------- Lenders (as defined below) signatories hereto and WACHOVIA BANK, NATIONAL ASSOCIATION...Credit Agreement • August 7th, 2002 • Winn Dixie Stores Inc • Retail-grocery stores
ARTICLE IShareholder Agreement • August 7th, 2003 • Winn Dixie Stores Inc • Retail-grocery stores • Florida
Exhibit 10.1 AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 7, 2003,Credit Agreement • October 9th, 2003 • Winn Dixie Stores Inc • Retail-grocery stores • New York
ASTOR PRODUCTS, INC. CRACKIN' GOOD, INC. DEEP SOUTH PRODUCTS, INC. DIXIE PACKERS, INC. MONTEREY CANNING CO. SAVE RITE GROCERY WAREHOUSE, INC. WINN-DIXIE CHARLOTTE, INC. WINN-DIXIE LOGISTICS, INC. WINN-DIXIE LOUISIANA, INC. WINN- DIXIE MONTGOMERY, INC....Second Supplemental Indenture • April 25th, 2002 • Winn Dixie Stores Inc • Retail-grocery stores • New York
Exhibit 10.0 EMPLOYMENT AGREEMENT ALLEN R. ROWLAND TABLE OF CONTENTSEmployment Agreement • August 10th, 2000 • Winn Dixie Stores Inc • Retail-grocery stores • Florida
PART I DEFINITIONSCredit Agreement • August 7th, 2003 • Winn Dixie Stores Inc • Retail-grocery stores
SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 29, 2004,Credit Agreement • June 30th, 2004 • Winn Dixie Stores Inc • Retail-grocery stores • New York
INDENTURE ------------------Indenture • November 22nd, 2000 • Winn Dixie Stores Inc • Retail-grocery stores • New York
AGREEMENT AND PLAN OF MERGER among OPAL HOLDINGS, LLC, OPAL MERGER SUB, INC. and WINN-DIXIE STORES, INC. Dated as of December 16, 2011Merger Agreement • December 19th, 2011 • Winn Dixie Stores Inc • Retail-grocery stores • Florida
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 16, 2011, between OPAL HOLDINGS, LLC, a Delaware limited liability company (“Parent”), OPAL MERGER SUB, INC., a Florida corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and WINN-DIXIE STORES, INC., a Florida corporation (the “Company”).
amongCredit Agreement • March 29th, 2001 • Winn Dixie Stores Inc • Retail-grocery stores • New York
RETENTION AGREEMENTRetention Agreement • October 26th, 2005 • Winn Dixie Stores Inc • Retail-grocery stores • Florida
This RETENTION AGREEMENT (the “Agreement”) is made by and between Winn-Dixie Stores, Inc., a Florida corporation (the “Company”), and Laurence B. Appel (the “Executive”).
WINN-DIXIE STORES, INC. EQUITY INCENTIVE PLAN FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • December 21st, 2006 • Winn Dixie Stores Inc • Retail-grocery stores • Florida
NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND OF THE PROMISES AND CONDITIONS HEREIN CONTAINED, IT IS AGREED AS FOLLOWS:
SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated March 18, 2011, among WINN- DIXIE STORES, INC. AND CERTAIN OF ITS SUBSIDIARIES, as Borrowers, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME PARTIES HERETO, as Lenders, WELLS...Credit Agreement • March 21st, 2011 • Winn Dixie Stores Inc • Retail-grocery stores • New York
BI-LO HOLDING, LLC LETTERHEAD]Executive Retention Bonus Agreement • January 13th, 2012 • Winn Dixie Stores Inc • Retail-grocery stores
FORM OF WINN-DIXIE STORES, INC. FISCAL 2010 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • February 16th, 2010 • Winn Dixie Stores Inc • Retail-grocery stores • Florida
THIS AGREEMENT is made by and between WINN-DIXIE STORES, INC., a Florida corporation (the “Company”), and [ENTER OPTIONEE NAME] (“Optionee”), effective, as of [ENTER DATE] (the “Effective Date”).
ELECTION FORM AND WAIVER AGREEMENTElection Form and Waiver Agreement • October 29th, 2007 • Winn Dixie Stores Inc • Retail-grocery stores • Florida
This Election Form and Waiver Agreement (“Agreement”) is made and entered into between Thomas P. Robbins (“Employee”) and Winn-Dixie Stores, Inc., its officers, agents, employees, successors and assigns and any affiliated company, parent, or subsidiary, and their past and present directors, officers, employees, representatives, successors and assigns (“Winn-Dixie”) with reference to the following facts:
EMPLOYMENT AGREEMENTEmployment Agreement • November 20th, 2006 • Winn Dixie Stores Inc • Retail-grocery stores • Florida
THIS EMPLOYMENT AGREEMENT (hereinafter “this Agreement”) is made this 23rd day of October 2006 between Winn-Dixie Stores, Inc., a Florida corporation (hereinafter “the Company”) and Peter L. Lynch (hereinafter the “Executive”).
SEPARATION AND RELEASE AGREEMENT PREAMBLESeparation and Release Agreement • October 26th, 2005 • Winn Dixie Stores Inc • Retail-grocery stores • Florida
This Separation and Release Agreement (“Agreement”) is entered into by and between Frank Lazaran and Winn-Dixie Stores, Inc. (collectively the “Parties”).
AMENDMENT NO. 1 AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 10th, 2005 • Winn Dixie Stores Inc • Retail-grocery stores
WHEREAS, the Borrowers, the Lenders, GMAC COMMERCIAL FINANCE LLC, as syndication agent for the Lenders (in such capacity, the “Syndication Agent”), WELLS FARGO FOOTHILL, LLC, GENERAL ELECTRIC CAPITAL CORPORATION and THE CIT GROUP/BUSINESS CREDIT, INC., as Co-Documentation Agents for the Lenders (in such capacity, the “Co-Documentation Agents”), the Agents and WACHOVIA CAPITAL MARKETS, LLC (“WCM”), as sole arranger and sole bookrunner (in such capacity, the “Arranger”), have entered into that certain Second Amended and Restated Credit Agreement dated as of June 29, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined in the Credit Agreement are used herein as therein defined);
EXPENSE ADVANCEMENT AGREEMENTExpense Advancement Agreement • December 19th, 2011 • Winn Dixie Stores Inc • Retail-grocery stores • Florida
This EXPENSE ADVANCEMENT AGREEMENT (“Agreement”), is made this 16th day of December 2011, between WINN-DIXIE STORES, INC., a Florida corporation (the “Company”), and each individual who is a signatory hereto (each, an “Indemnitee”).
CREDIT AGREEMENT, dated as of February 23, 2005, among WINN-DIXIE STORES, INC. AND CERTAIN OF ITS SUBSIDIARIES, AS DEBTORS AND DEBTORS-IN-POSSESSION, as the Borrowers, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME PARTIES HERETO,...Credit Agreement • February 24th, 2005 • Winn Dixie Stores Inc • Retail-grocery stores • New York
THIS CREDIT AGREEMENT, dated as of February 23, 2005, is among WINN-DIXIE STORES, INC., Debtor and Debtor-in-Possession, a Florida corporation (“Winn-Dixie”), WINN-DIXIE MONTGOMERY, INC., Debtor and Debtor-in-Possession, a Florida corporation (“W-D Montgomery”), WINN-DIXIE PROCUREMENT, INC., Debtor and Debtor-in-Possession, a Florida corporation (“W-D Procurement”), WINN-DIXIE RALEIGH, INC., Debtor and Debtor-in-Possession, a Florida corporation (“W-D Raleigh”), WINN-DIXIE SUPERMARKETS, INC., Debtor and Debtor-in-Possession, a Florida corporation (“W-D Supermarkets”), DIXIE STORES, INC., Debtor and Debtor-in-Possession, a New York Corporation (“Dixie Stores” and together with Winn-Dixie, W-D Montgomery, W-D Procurement, W-D Raleigh and W-D Supermarkets, each a “Borrower” and, collectively, the “Borrowers” as hereinafter further defined), the various financial institutions and other Persons from time to time parties hereto (the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia
BI-LO HOLDING, LLC Greenville, South Carolina 29607Offer of Employment • January 27th, 2012 • Winn Dixie Stores Inc • Retail-grocery stores • Florida
On behalf of the Company, I am pleased to confirm our offer of employment as Integration Lead of Winn-Dixie Stores, Inc., a Florida corporation (the “Company”), as set forth in this letter agreement (this “Letter Agreement”). This Letter Agreement will be effective as of, and contingent upon, the closing of the Agreement and Plan of Merger among Opal Holdings, LLC, Opal Merger Sub, Inc. and Opal, Inc., (also known as Winn-Dixie Stores, Inc., or the Company) dated as of December 16, 2011 (“Merger Agreement”), whereby Opal Merger Sub will be merged with and into the Company (the “Merger”), and the Company will become an indirect wholly-owned subsidiary of BI-LO Holding, LLC, a Delaware limited liability company (“Parent”). In the event that the Merger is not consummated, this Letter Agreement will be null and void ab initio and without effect.
WINN-DIXIE STORES, INC. EQUITY INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • December 21st, 2006 • Winn Dixie Stores Inc • Retail-grocery stores • Florida
NOW THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND OF THE PROMISES AND CONDITIONS HEREIN CONTAINED, IT IS AGREED AS FOLLOWS:
February 9, 2006 Peter L. Lynch Chief Executive Officer Winn-Dixie Stores, Inc.Retention Bonus Agreement • February 10th, 2006 • Winn Dixie Stores Inc • Retail-grocery stores
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • August 26th, 2004 • Winn Dixie Stores Inc • Retail-grocery stores • Florida
This Separation and Release Agreement (“Agreement”) is made and entered into between Richard P. McCook (“Employee”) and Winn-Dixie Stores, Inc., its officers, agents, employees, successors and assigns and any affiliated company, parent, or subsidiary, and their past and present directors, officers, employees, representatives, successors and assigns (“Winn-Dixie”) with reference to the following facts:
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 5th, 2008 • Winn Dixie Stores Inc • Retail-grocery stores
This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of September 2, 2008, is entered into by and among WINN-DIXIE STORES, INC., a Florida corporation (“Winn-Dixie”), WINN-DIXIE MONTGOMERY, INC., a Florida corporation (“W-D Montgomery”), WINN-DIXIE PROCUREMENT, INC., a Florida corporation (“W-D Procurement”), WINN-DIXIE RALEIGH, INC., a Florida corporation (“W-D Raleigh”), WINN-DIXIE SUPERMARKETS, INC., a Florida corporation (“W-D Supermarkets”), WINN-DIXIE PROPERTIES, LLC, a Florida limited liability company (“W-D Properties”), WINN-DIXIE STORES LEASING, LLC, a Florida limited liability company (“Stores Leasing”), WINN-DIXIE RALEIGH LEASING, LLC, a Florida limited liability company (“Raleigh Leasing”), WINN-DIXIE MONTGOMERY LEASING, LLC, a Florida limited liability company (“Montgomery Leasing”), and WINN-DIXIE WAREHOUSE LEASING, LLC, a Florida limited liability company (“Warehouse Leasing” and together with Winn-Dixie, W-D Montgomery, W-D Procure
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 25th, 2008 • Winn Dixie Stores Inc • Retail-grocery stores
Winn-Dixie Stores, Inc., a Florida corporation (hereinafter the “Company”) and Peter L. Lynch (hereinafter the “Executive) hereby agree and consent this 20th day of November, 2007 to amend the Employment Agreement entered into between the parties on October 23, 2006, this First Amendment being effective as of January 1, 2005, as follows:
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • May 15th, 2006 • Winn Dixie Stores Inc • Retail-grocery stores
This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”), dated as of March 17, 2006, is entered into by and among WINN-DIXIE STORES, INC., Debtor and Debtor-in-Possession, a Florida corporation (“Winn-Dixie”), WINN-DIXIE MONTGOMERY, INC., Debtor and Debtor-in-Possession, a Florida corporation (“W-D Montgomery”), WINN-DIXIE PROCUREMENT, INC., Debtor and Debtor-in-Possession, a Florida corporation (“W-D Procurement”), WINN-DIXIE RALEIGH, INC., Debtor and Debtor-in-Possession, a Florida corporation (“W-D Raleigh”), WINN-DIXIE SUPERMARKETS, INC., Debtor and Debtor-in-Possession, a Florida corporation (“W-D Supermarkets”), DIXIE STORES, INC., Debtor and Debtor-in-Possession, a New York corporation (“Dixie Stores” and together with Winn-Dixie, W-D Montgomery, W-D Procurement, W-D Raleigh and W-D Supermarkets, each a “Borrower” and, collectively, “Borrowers”), the various financial institutions and other Persons from time to time parties to the Credit Agreement (“Lenders”), WACHOVIA BANK,
REGISTRATION RIGHTS AGREEMENT by and among WINN-DIXIE STORES, INC. and THE HOLDERS NAMED HEREINRegistration Rights Agreement • December 11th, 2006 • Winn Dixie Stores Inc • Retail-grocery stores • New York
REGISTRATION RIGHTS AGREEMENT, dated as of December 5, 2006 (this “Agreement”), by and among Winn-Dixie Stores, Inc., a Florida corporation (the “Company”), and the holders of Registrable Common Stock (as hereinafter defined) who are listed on Schedule A to this Agreement (the “Original Holders”) and such other Persons who may become a party hereto pursuant to Section 14 hereof (together with the Original Holders, the “Holders”).
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • August 4th, 2006 • Winn Dixie Stores Inc • Retail-grocery stores
This AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”), dated as of August 2, 2006, is entered into by and among WINN-DIXIE STORES, INC., Debtor and Debtor-in-Possession, a Florida corporation (“Winn-Dixie”), WINN-DIXIE MONTGOMERY, INC., Debtor and Debtor-in-Possession, a Florida corporation (“W-D Montgomery”), WINN-DIXIE PROCUREMENT, INC., Debtor and Debtor-in-Possession, a Florida corporation (“W-D Procurement”), WINN-DIXIE RALEIGH, INC., Debtor and Debtor-in-Possession, a Florida corporation (“W-D Raleigh”), WINN-DIXIE SUPERMARKETS, INC., Debtor and Debtor-in-Possession, a Florida corporation (“W-D Supermarkets”), DIXIE STORES, INC., Debtor and Debtor-in-Possession, a New York corporation (“Dixie Stores” and together with Winn-Dixie, W-D Montgomery, W-D Procurement, W-D Raleigh and W-D Supermarkets, each a “Borrower” and, collectively, “Borrowers”), the various financial institutions and other Persons from time to time parties to the Credit Agreement (“Lenders”), WACHOVIA BANK,
WINN-DIXIE STORES, INC. EXECUTIVE SEVERANCE PLAN GENERAL RELEASE AND SEPARATION AGREEMENTExecutive Severance Agreement • March 2nd, 2011 • Winn Dixie Stores Inc • Retail-grocery stores • Florida
This General Release and Separation Agreement (“Agreement”) is made and entered into between Daniel Portnoy (“Employee”) and Winn-Dixie Stores, Inc., its officers, agents, employees, successors and assigns and any affiliated company, parent, or subsidiary, and their past and present directors, officers, employees, representatives, successors and assigns (“Winn-Dixie”) pursuant to Winn-Dixie Stores, Inc.’s Executive Severance Plan, Plan Number 589, effective January 31, 2008 (“Plan”), with reference to the following facts:
EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2005 • Winn Dixie Stores Inc • Retail-grocery stores • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this December 9, 2004 (the “Effective Date”), between Winn-Dixie Stores, Inc., a Florida corporation together with its successors and assigns permitted under this Agreement (“Company”), and Peter L. Lynch (the “Executive”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 16th, 2005 • Winn Dixie Stores Inc • Retail-grocery stores
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of March 31, 2005, is entered into by and among WINN-DIXIE STORES, INC., Debtor and Debtor-in-Possession, a Florida corporation (“Winn-Dixie”), WINN-DIXIE MONTGOMERY, INC., Debtor and Debtor-in-Possession, a Florida corporation (“W-D Montgomery”), WINN-DIXIE PROCUREMENT, INC., Debtor and Debtor-in-Possession, a Florida corporation (“W-D Procurement”), WINN-DIXIE RALEIGH, INC., Debtor and Debtor-in-Possession, a Florida corporation (“W-D Raleigh”), WINN-DIXIE SUPERMARKETS, INC., Debtor and Debtor-in-Possession, a Florida corporation (“W-D Supermarkets”), DIXIE STORES, INC., Debtor and Debtor-in-Possession, a New York corporation (“Dixie Stores” and together with Winn-Dixie, W-D Montgomery, W-D Procurement, W-D Raleigh and W-D Supermarkets, each a “Borrower” and, collectively, “Borrowers”), the various financial institutions and other Persons from time to time parties to the Credit Agreement (“Lenders”), WACHOVIA BANK,
February 17, 2005Retention Bonus Agreement • February 24th, 2005 • Winn Dixie Stores Inc • Retail-grocery stores
