8,844,339 Shares ROUNDY’S, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2014 • Roundy's, Inc. • Retail-grocery stores • New York
·] Shares ROUNDY’S, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2012 • Roundy's Parent Company, Inc. • Retail-grocery stores • New York
AGREEMENT AND PLAN OF MERGER by and among THE KROGER CO., KS MERGER SUB INC. and ROUNDY’S, INC. Dated as of November 10, 2015Merger Agreement • November 12th, 2015 • Roundy's, Inc. • Retail-grocery stores • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 10, 2015, by and among The Kroger Co., an Ohio corporation (“Parent”), KS Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), and Roundy’s, Inc., a Delaware corporation (the “Company”).
ROUNDY’S, INC. EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENTEmployee Confidentiality and Non-Competition Agreement • March 28th, 2012 • Roundy's, Inc. • Retail-grocery stores • Wisconsin
This Employee Confidentiality and Non-Competition Agreement (this “Agreement”) is entered into as of the day of , 201 , by the undersigned for the benefit of Roundy’s, Inc. (“Roundy’s”) and its current and future Subsidiaries and Affiliates (as hereinafter defined). Roundy’s and its Subsidiaries and Affiliates are referred to herein collectively as the “Company.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 22nd, 2013 • Roundy's, Inc. • Retail-grocery stores • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of May 17, 2012 by and between Roundy’s, Inc., a Delaware corporation (the “Company”), and Patrick J. Condon, a director of the Company (the “Indemnitee”).
AMENDED AND RESTATED CREDIT AGREEMENT among ROUNDY’S SUPERMARKETS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agent...Credit Agreement • December 5th, 2011 • Roundy's Parent Company, Inc. • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 3, 2005, among ROUNDY’S SUPERMARKETS, INC., a Wisconsin corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BEAR, STEARNS & CO. INC. and GOLDMAN SACHS CREDIT PARTNERS L.P., as joint lead arrangers and joint bookrunners (in such capacities, the “Lead Arrangers”), JPMORGAN CHASE BANK, N.A. (as successor in interest to Bear Stearns Corporate Lending Inc.), as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent (in such capacity, the “Syndication Agent”), and the institutions listed on the cover page, as documentation agents (in such capacity, the “Co-Documentation Agents”).
SECOND LIEN CREDIT AGREEMENT among ROUNDY’S SUPERMARKETS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, and CREDIT SUISSE AG, as Administrative Agent and Collateral Agent Dated as of April 16, 2010 CREDIT SUISSE SECURITIES...Second Lien Credit Agreement • December 5th, 2011 • Roundy's Parent Company, Inc. • New York
SECOND LIEN CREDIT AGREEMENT, dated as of April 16, 2010 (this “Agreement”), among ROUNDY’S SUPERMARKETS, INC., a Wisconsin corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), CREDIT SUISSE AG, acting through its Cayman Islands branch, as sole administrative agent and sole collateral agent for the Lenders (in such capacities, together with its successors in such capacities, the “Administrative Agent”), CREDIT SUISSE SECURITIES (USA) LLC, as sole bookrunner and sole lead arranger (in such capacities, the “Lead Arranger”), and MOELIS & COMPANY LLC, as syndication agent (in such capacity, the “Syndication Agent”).
Roundy’s Supermarkets, Inc. as Issuer the Guarantors party hereto and as Trustee Indenture Dated as of December 20, 2013Indenture • December 23rd, 2013 • Roundy's, Inc. • Retail-grocery stores • New York
INDENTURE, dated as of December 20, 2013, among Roundy’s Supermarkets, Inc., a Wisconsin corporation, as the Issuer, the Guarantors party hereto and U.S. Bank National Association, as Trustee.
EXECUTIVE AGREEMENTExecutive Agreement • December 5th, 2011 • Roundy's Parent Company, Inc. • Delaware
THIS EXECUTIVE AGREEMENT (this “Agreement”) is made as of June 6, 2002, by and among Roundy’s Acquisition Corp., a Delaware corporation (the “Company”), Roundy’s, Inc., a Wisconsin corporation and a wholly owned subsidiary of the Company (“Roundy’s”), and Darren W. Karst (“Executive”). Certain definitions are set forth in Section 18 of this Agreement.
SECOND AMENDMENT TO EXECUTIVE AGREEMENTExecutive Agreement • December 5th, 2011 • Roundy's Parent Company, Inc.
THIS SECOND AMENDMENT TO EXECUTIVE AGREEMENT is made and entered into as of the 5th day of June, 2008, between and among Roundy’s Acquisition Corp., a Delaware corporation (the “Company”), Roundy’s Supermarkets, Inc. (f/k/a/ “Roundy’s, Inc.”), a Wisconsin corporation (“Roundy’s”) and Robert A. Mariano (“Executive”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 12th, 2015 • Roundy's, Inc. • Retail-grocery stores • Delaware
TENDER AND SUPPORT AGREEMENT, dated as of November 10, 2015 (this “Agreement”), among The Kroger Co., an Ohio corporation (“Parent”), KS Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), and each of the Persons listed as a “Stockholder” on the signature pages hereto (collectively, the “Stockholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 26th, 2012 • Roundy's Parent Company, Inc. • Retail-grocery stores • Wisconsin
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of [February , 2012] by and among Roundy’s, Inc., a Delaware corporation (f.k.a. Roundy’s Parent Company, Inc.) (“Roundy’s”) and Roundy’s Supermarkets, Inc., a Wisconsin corporation (“RSI”, and together with Roundy’s Inc., the “Company”), Darren W. Karst (“Executive”), and for purposes of Section 13(i) hereof, Roundy’s Acquisition Corp., a Delaware corporation (“RAC”). Certain definitions are set forth in Section 9 of this Agreement.
SECOND LIEN SECURITY AGREEMENT made by ROUNDY’S, INC. ROUNDY’S ACQUISITION CORP. ROUNDY’S SUPERMARKETS, INC. and certain of its Subsidiaries in favor of U.S. Bank National Association as Collateral Agent Dated as of December 20, 2013Second Lien Security Agreement • December 23rd, 2013 • Roundy's, Inc. • Retail-grocery stores • New York
SECOND LIEN SECURITY AGREEMENT, dated as of December 20, 2013, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of U.S. Bank National Association, as collateral agent (in such capacity, together with its successors in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties referred to below.
RESTRICTED STOCK AGREEMENT PURSUANT TO THE ROUNDY’S, INC. 2012 INCENTIVE COMPENSATION PLANRestricted Stock Agreement • March 22nd, 2013 • Roundy's, Inc. • Retail-grocery stores • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Roundy’s, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Roundy’s, Inc. 2012 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
ASSET PURCHASE AGREEMENT BY AND BETWEEN RBF, LLC AS “SELLER”, SUPERVALU INC. SUPERVALU PHARMACIES, INC. SUPERVALU GOLD, LLC EACH AS A “BUYER” AND, COLLECTIVELY, AS THE “BUYERS” AND ROUNDY’S SUPERMARKETS, INC. AS “PARENT” DATED AS OF MAY 6, 2014Asset Purchase Agreement • May 7th, 2014 • Roundy's, Inc. • Retail-grocery stores • Delaware
ASSET PURCHASE AGREEMENT, made as of May 6, 2014, by and among RBF, LLC, a Wisconsin limited liability company (“Seller”), SUPERVALU INC., a Delaware corporation (“SVU”), SUPERVALU Pharmacies, Inc., a Minnesota corporation (“SVU Pharmacies”), SUPERVALU Gold, LLC (“SVU Gold”), a Delaware limited liability company, and ROUNDY’S SUPERMARKETS, INC., a Wisconsin corporation (“Parent”).
RESTRICTED STOCK AGREEMENT PURSUANT TO THE ROUNDY’S, INC. 2012 INCENTIVE COMPENSATION PLANRestricted Stock Agreement • January 26th, 2012 • Roundy's Parent Company, Inc. • Retail-grocery stores • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Roundy’s, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Roundy’s, Inc. 2012 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
THIRD AMENDMENT TO EXECUTIVE AGREEMENTExecutive Agreement • December 5th, 2011 • Roundy's Parent Company, Inc.
THIS THIRD AMENDMENT TO EXECUTIVE AGREEMENT is made and entered into as of the 25th day of March, 2009, by and among Roundy’s Acquisition Corp., a Delaware corporation (the “Company”), Roundy’s Supermarkets, Inc. (f/k/a/ “Roundy’s, Inc.”), a Wisconsin corporation (“Roundy’s”) and Robert A. Mariano (“Executive”).
FOURTH AMENDMENT TO EXECUTIVE AGREEMENTExecutive Agreement • December 5th, 2011 • Roundy's Parent Company, Inc.
THIS FOURTH AMENDMENT TO EXECUTIVE AGREEMENT is made and entered into as of the 12th day of May, 2010, by and among Roundy’s Acquisition Corp., a Delaware corporation (the “Company”), Roundy’s Supermarkets, Inc. (f/k/a/ “Roundy’s, Inc.”), a Wisconsin corporation (“Roundy’s”) and Darren W. Karst (“Executive”).
ContractCredit Agreement • December 5th, 2011 • Roundy's Parent Company, Inc. • New York
FOURTH AMENDMENT, dated as of April 16, 2010 (this “Amendment”), to the Credit Agreement (as defined below), among ROUNDY’S SUPERMARKETS, INC., a Wisconsin corporation (the “Borrower”), the other Loan Parties, the Lenders (as defined below), and JPMORGAN CHASE BANK, N.A. (as successor in interest to Bear Stearns Corporate Lending Inc.), as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
FIRST LIEN INTERCREDITOR AGREEMENT dated as of March 3, 2014 among JPMORGAN CHASE BANK, N.A., as ABL Agent, CREDIT SUISSE AG, as Term Loan Agent, ROUNDY’S, INC., ROUNDY’S ACQUISITION CORP., ROUNDY’S SUPERMARKETS, INC., and THE OTHER GRANTORS PARTY HERETOFirst Lien Intercreditor Agreement • March 7th, 2014 • Roundy's, Inc. • Retail-grocery stores • New York
FIRST LIEN INTERCREDITOR AGREEMENT (this “Agreement”) dated as of March 3, 2014 by and among JPMorgan Chase Bank, N.A., as agent (in such capacity, with its successors and assigns, the “ABL Agent”) for the ABL Secured Parties (as defined below), Credit Suisse AG, as agent (in such capacity, with its successors and assigns, the “Term Loan Agent”) for the Term Loan Secured Parties (as defined below), Roundy’s, Inc., a Delaware corporation (the “Parent”), Roundy’s Acquisition Corp., a Delaware corporation (“Holdings”), Roundy’s Supermarket, Inc., a Wisconsin corporation (the “Company”), and each of the other Grantors (as defined below) party hereto.
ContractCredit Agreement • December 5th, 2011 • Roundy's Parent Company, Inc. • New York
THIRD AMENDMENT, dated as of October [30], 2009 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of November 3, 2005 (as the same may be amended (including pursuant to this Amendment), supplemented or otherwise modified from time to time, the “Credit Agreement”), among Roundy’s Supermarkets, Inc., a Wisconsin corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), Bear, Stearns &Co. Inc. and Goldman Sachs Credit Partners L.P., as joint lead arrangers and joint bookrunners (in such capacities, the “Lead Arrangers”), JPMorgan Chase Bank, N.A., as administrative agent (as successor in interest to Bear Stearns Corporate Lending Inc. and in such capacity, the “Administrative Agent”), Goldman Sachs Credit Partners L.P., as syndication agent (in such capacity, the “Syndication Agent”), the institutions listed in the Credit Agreement as documentation agents (collectively, in such c
PURSUANT TO THE ROUNDY’S, INC. 2012 INCENTIVE COMPENSATION PLANExecutive Time-Based Restricted Stock Unit Agreement • March 16th, 2015 • Roundy's, Inc. • Retail-grocery stores • Delaware
THIS EXECUTIVE TIME-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Roundy’s, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Roundy’s, Inc. 2012 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
FOURTH AMENDMENT TO EXECUTIVE AGREEMENTExecutive Agreement • December 5th, 2011 • Roundy's Parent Company, Inc.
THIS FOURTH AMENDMENT TO EXECUTIVE AGREEMENT is made and entered into as of the 12th day of May, 2010, by and among Roundy’s Acquisition Corp., a Delaware corporation (the “Company”), Roundy’s Supermarkets, Inc. (f/k/a/ “Roundy’s, Inc.”), a Wisconsin corporation (“Roundy’s”) and Robert A. Mariano (“Executive”).
PURSUANT TO THE ROUNDY’S, INC. 2015 INCENTIVE COMPENSATION PLANPerformance-Based Restricted Stock Unit Agreement • March 16th, 2015 • Roundy's, Inc. • Retail-grocery stores • Delaware
THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Roundy’s, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Roundy’s, Inc. 2015 Incentive Compensation Plan, as in effect and as amended from time to time, and subject to approval by the Company’s stockholders as set forth in Section 24 (the “Plan”), which is administered by the Committee; and
SECOND AMENDMENTCredit Agreement • December 5th, 2011 • Roundy's Parent Company, Inc. • New York
SECOND AMENDMENT, dated as of January 29, 2007 (this “Second Amendment”), to the Amended and Restated Credit Agreement, dated as of November 3, 2005 (as amended by the First Amendment thereto, dated as of June 7, 2006, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ROUNDY’S SUPERMARKETS, INC., a Wisconsin corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to thereto (the “Lenders”), BEAR, STEARNS & CO. INC. and GOLDMAN SACHS CREDIT PARTNERS L.P., as joint lead arrangers and joint bookrunners (in such capacities, the “Lead Arrangers”), BEAR STEARNS CORPORATE LENDING INC., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent (in such capacity, the “Syndication Agent”), and several other institutions, as documentat
ROUNDY’S ACQUISITION CORP. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • December 5th, 2011 • Roundy's Parent Company, Inc. • Delaware
THIS RESTRICTED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of November 17, 2009) (the “Effective Date”) by and between Roundy’s Acquisition Corp., a Delaware corporation (the “Company”), and Steven Leon Harper (“Purchaser”). Certain definitions are set forth in Section 11 of this Agreement.
FIFTH AMENDMENT TO EXECUTIVE AGREEMENTExecutive Agreement • December 5th, 2011 • Roundy's Parent Company, Inc.
THIS FIFTH AMENDMENT TO EXECUTIVE AGREEMENT is made and entered into as of the 13th day of May, 2011, by and among Roundy’s Acquisition Corp., a Delaware corporation (the “Company”), Roundy’s Supermarkets, Inc. (f/k/a/ “Roundy’s, Inc.”), a Wisconsin corporation (“Roundy’s”) and Darren W. Karst (“Executive”).
FIRST AMENDMENT TO EXECUTIVE AGREEMENTExecutive Agreement • December 5th, 2011 • Roundy's Parent Company, Inc.
THIS FIRST AMENDMENT TO EXECUTIVE AGREEMENT is made and entered into as of the 21st day of February, 2007, between and among Roundy’s Acquisition Corp., a Delaware corporation (the “Company”), Roundy’s Supermarkets, Inc. (f/k/a/ “Roundy’s, Inc.”), a Wisconsin corporation (“Roundy’s”) and Darren W. Karst (“Executive”).
ROUNDY’S ACQUISITION CORP. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • December 5th, 2011 • Roundy's Parent Company, Inc. • Delaware
THIS RESTRICTED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of December 5, 2002, by and between Roundy’s Acquisition Corp., a Delaware corporation (the “Company”), and Ralph W. Drayer (“Purchaser”). Certain definitions are set forth in Section 10 of this Agreement.
ROUNDY’S PARENT COMPANY, INC. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • December 5th, 2011 • Roundy's Parent Company, Inc. • Delaware
THIS RESTRICTED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of April 29, 2010 (the “Effective Date”) by and between Roundy’s Parent Company, Inc., a Delaware corporation (the “Company”), and Steven Leon Harper (“Purchaser”). Certain definitions are set forth in Section 10 of this Agreement.
PURSUANT TO THE ROUNDY’S, INC. 2012 INCENTIVE COMPENSATION PLANRestricted Stock Unit Agreement • March 16th, 2015 • Roundy's, Inc. • Retail-grocery stores • Delaware
THIS TIME-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Roundy’s, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Roundy’s, Inc. 2012 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
FIRST AMENDMENT TO EXECUTIVE AGREEMENTExecutive Agreement • December 5th, 2011 • Roundy's Parent Company, Inc.
THIS FIRST AMENDMENT TO EXECUTIVE AGREEMENT is made and entered into as of the 21st day of February, 2007, between and among Roundy’s Acquisition Corp., a Delaware corporation (the “Company”), Roundy’s Supermarkets, Inc. (f/k/a/ “Roundy’s, Inc.”), a Wisconsin corporation (“Roundy’s”) and Robert A. Mariano (“Executive”).
ROUNDY’S, INC. DIRECTOR CONFIDENTIALITY AND NON-COMPETITION AGREEMENTDirector Confidentiality and Non-Competition Agreement • May 14th, 2012 • Roundy's, Inc. • Retail-grocery stores • Wisconsin
This Director Confidentiality and Non-Competition Agreement (this “Agreement”) is entered into as of the day of , 201 , by the undersigned for the benefit of Roundy’s, Inc. (“Roundy’s”) and its current and future Subsidiaries and Affiliates (as hereinafter defined). Roundy’s and its Subsidiaries and Affiliates are referred to herein collectively as the “Company.”
CONSENT AND AMENDMENT No. 1 TO CREDIT AGREEMENTCredit Agreement • December 23rd, 2013 • Roundy's, Inc. • Retail-grocery stores • New York
CREDIT AGREEMENT, dated as of February 13, 2012 (as amended pursuant to Consent and Amendment No. 1 to Credit Agreement dated as of December 9, 2013), among ROUNDY’S SUPERMARKETS, INC., a Wisconsin corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), BANK OF AMERICA, N.A. and COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND” NEW YORK BRANCH, as co-documentation agents (in such capacity, the “Co-Documentation Agents”), JPMORGAN CHASE BANK, N.A., as syndication agent (in such capacity, the “Syndication Agent”), CREDIT SUISSE AG, as administrative agent and collateral agent (in any such capacity, together with its successors in such capacity, the “Administrative Agent”) and JPMORGAN CHASE BANK, N.A., as an Issuing Lender.
THIRD AMENDMENT TO EXECUTIVE AGREEMENTExecutive Agreement • December 5th, 2011 • Roundy's Parent Company, Inc.
THIS THIRD AMENDMENT TO EXECUTIVE AGREEMENT is made and entered into as of the 25th day of March, 2009, by and among Roundy’s Acquisition Corp., a Delaware corporation (the “Company”), Roundy’s Supermarkets, Inc. (f/k/a/ “Roundy’s, Inc.”), a Wisconsin corporation (“Roundy’s”) and Darren W. Karst (“Executive”).
