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 • September 26th, 2013 • Southeastern Grocers, LLC • 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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2021 • Southeastern Grocers, Inc. • Retail-grocery stores • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 1st, 2013 • Southeastern Grocers, LLC • Retail-grocery stores • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of , 2013 by and between Southeastern Grocers, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 21st, 2021 • Southeastern Grocers, Inc. • Retail-grocery stores
This Indemnification Agreement (“Agreement”) is made and entered into as of this [·] day of [·], 2021, between Southeastern Grocers, Inc., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENT by and among Southeastern Grocers, Inc. and the other parties heretoRegistration Rights Agreement • January 21st, 2021 • Southeastern Grocers, Inc. • Retail-grocery stores • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of [·], 2021, by and among (i) Southeastern Grocers, Inc., a Delaware corporation (the “Company”), and (ii) each of the Persons listed on the signature pages hereto (each a “Holder”, and collectively the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2013 • Southeastern Grocers, LLC • Retail-grocery stores • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of by and among Southeastern Grocers, Inc., a Delaware corporation (the “Company”), and LSF Southeastern Grocery Holdings, LLC (the “Original Holder”).
SEG HOLDING, LLC and SEG FINANCE CORP., as Issuers and the Guarantors party hereto from time to time 5.625% Senior Secured Notes due 2028Indenture • October 19th, 2020 • Southeastern Grocers, Inc. • Retail-grocery stores • New York
INDENTURE, dated as of October 9, 2020, among SEG HOLDING, LLC, a Delaware limited liability company (the “Company”), SEG FINANCE CORP., a Delaware corporation (“SEG Finance” and, together with the Company, each an “Issuer” and collectively, the “Issuers”), the Guarantors from time to time party hereto, and TRUIST BANK, as trustee (in such capacity, together with its successors and assigns in such capacity, the “Trustee”), Registrar, Paying Agent and as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Notes Collateral Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 19th, 2020 • Southeastern Grocers, Inc. • Retail-grocery stores • Florida
This Employment Agreement (“Employment Agreement”) is entered into by and between BI-LO Holding, LLC, a Delaware limited liability company (the “Company”) and Brian Carney (the “Employee”). This Employment Agreement will be effective upon, and subject to, the closing of the transactions contemplated by the Agreement and Plan of Merger among Opal Holdings, LLC, Opal Merger Sub, Inc. and Opal, Inc., dated as of December 16, 2011 (the “Merger Agreement”). In the event that the transactions contemplated by the Merger Agreement (the “Merger”) are not consummated, this Employment Agreement will be null and void ab initio and without effect.
ASSET ADVISORY AGREEMENT BI-LO, LLCAsset Advisory Agreement • September 26th, 2013 • Southeastern Grocers, LLC • Texas
THIS ASSET ADVISORY AGREEMENT (“Agreement”) is made effective as of the Effective Date (as defined in Section 7(a) below), by and between HUDSON AMERICAS LLC, a Delaware limited liability company (“Manager”), and BI-LO, LLC, a Delaware limited liability company (“Owner,” and, together with Manager, the “Parties”), and joined herein by LONE STAR FUND V (U.S.), L.P., a Delaware limited partnership (the “Fund”), for the limited purposes set forth in Section 7(a) below.
EMPLOYMENT AGREEMENTEmployment Agreement • October 19th, 2020 • Southeastern Grocers, Inc. • Retail-grocery stores • Florida
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 18th day of March, 2019 (the “Effective Date”), by and between BI-LO Holding, LLC, a Delaware limited liability company (the “Company”) and Eduardo Garcia (the “Executive”) (each of the foregoing individually a “Party” and collectively the “Parties”).
SOUTHEASTERN GROCERS, INC. AMENDED AND RESTATED 2018 OMNIBUS EQUITY INCENTIVE PLAN Amended and Restated Time-Based Restricted Stock Unit Award AgreementTime-Based Restricted Stock Unit Award Agreement • January 21st, 2021 • Southeastern Grocers, Inc. • Retail-grocery stores • Delaware
THIS AMENDED AND RESTATED TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”), is made, by and between Southeastern Grocers, Inc., a Delaware corporation (the “Company”), and [Name] (the “Participant”), effective as of January [·], 2021 (the “Effective Date”). This Award Agreement amends and restates in its entirety (i) the Time-Based Restricted Stock Unit Award Agreement dated as of May 29, 2019, and (ii) the Restricted Stock Unit Agreement Settlement Election Form entered into with respect thereto, in each case, by and between the Company and the Participant (collectively, the “Prior RSU Agreements”).
SOUTHEASTERN GROCERS, INC. AMENDED AND RESTATED 2018 OMNIBUS EQUITY INCENTIVE PLAN Second Amended and Restated Performance-Based Restricted Stock Unit Award AgreementPerformance-Based Restricted Stock Unit Award Agreement • January 21st, 2021 • Southeastern Grocers, Inc. • Retail-grocery stores • Delaware
THIS SECOND AMENDED AND RESTATED PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”), is made, by and between Southeastern Grocers, Inc., a Delaware corporation (the “Company”), and [Name] (the “Participant”), effective as of January [·], 2021 (the “Effective Date”). This Award Agreement amends and restates in its entirety (i) the Amended and Restated Performance-Based Restricted Stock Unit Award Agreement dated as of May 29, 2019, and (ii) the Restricted Stock Unit Agreement Settlement Election Form entered into with respect thereto, in each case, by and between the Company and the Participant (collectively, the “Prior RSU Agreements”).
SOUTHEASTERN GROCERS SUPPLY AGREEMENTSupply Agreement • October 23rd, 2020 • Southeastern Grocers, Inc. • Retail-grocery stores • New York
THIS SOUTHEASTERN GROCERS SUPPLY AGREEMENT (this “Agreement”), made the 26th day of March 2018 (the “Execution Date”), is by and between BI-LO, LLC (“BWD”) and C&S Wholesale Grocers, Inc. (“C&S”). C&S and BWD may be referred to herein individually as a “Party” and, together, as the “Parties”; and
SOUTHEASTERN GROCERS, INC. AMENDED AND RESTATED 2018 OMNIBUS EQUITY INCENTIVE PLAN Second Amended and Restated Performance-Based Restricted Stock Unit Award AgreementPerformance-Based Restricted Stock Unit Award Agreement • January 21st, 2021 • Southeastern Grocers, Inc. • Retail-grocery stores • Delaware
THIS SECOND AMENDED AND RESTATED PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”), is made, by and between Southeastern Grocers, Inc., a Delaware corporation (the “Company”), and [Name] (the “Participant”), effective as of January [•], 2021 (the “Effective Date”). This Award Agreement amends and restates in its entirety (i) the Amended and Restated Performance-Based Restricted Stock Unit Award Agreement dated as of May 29, 2019, and (ii) the Restricted Stock Unit Agreement Settlement Election Form entered into with respect thereto, in each case, by and between the Company and the Participant (collectively, the “Prior RSU Agreements”).
SOUTHEASTERN GROCERS, INC. AMENDED AND RESTATED 2018 OMNIBUS EQUITY INCENTIVE PLAN Amended and Restated Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • January 21st, 2021 • Southeastern Grocers, Inc. • Retail-grocery stores • Delaware
THIS AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”), is made, by and between Southeastern Grocers, Inc., a Delaware corporation (the “Company”), and [Name] (the “Participant”), effective as of January [•], 2021 (the “Effective Date”). This Award Agreement amends and restates in its entirety (i) the Restricted Stock Unit Award Agreement dated as of [•], 2018, and (ii) the Restricted Stock Unit Agreement Settlement Election Form entered into with respect thereto, in each case, by and between the Company and the Participant (collectively, the “Prior RSU Agreements”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • September 26th, 2013 • Southeastern Grocers, LLC
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of September 24, 2013 by and among Southeastern Grocers, LLC (“Southeastern Grocers” and the “Assignor”), and LSF Southeastern Grocery Holdings, LLC (the “Assignee”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • September 26th, 2013 • Southeastern Grocers, LLC
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of September 16, 2013 by and among BI-LO Holding, LLC (“BI-LO Holding” and the “Assignor”), and Southeastern Grocery Holdings, LLC (the “Assignee”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. SECOND AMENDMENT TO...Southeastern Grocers Supply Agreement • October 23rd, 2020 • Southeastern Grocers, Inc. • Retail-grocery stores • New York
THIS SECOND AMENDMENT TO SOUTHEASTERN GROCERS SUPPLY AGREEMENT (this “Amendment”) is entered into as of April 26, 2019 (the “Amendment Effective Date”), by and between BI-LO, LLC (“BWD”) and C&S WHOLESALE GROCERS, INC. (“C&S”). C&S and BWD may be referred to herein individually as a “Party” and, together, as the “Parties.”
SUPPLEMENTAL INDENTURESupplemental Indenture • September 26th, 2013 • Southeastern Grocers, LLC • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 9, 2012, is among Deep South Products, Inc., a Florida corporation, Dixie Spirits, Inc., a Mississippi corporation, Dixie Spirits Florida, LLC, a Florida limited liability company, Winn-Dixie Logistics, Inc., a Florida corporation, Winn-Dixie Montgomery, LLC, a Florida limited liability company, Winn-Dixie Montgomery Leasing, LLC, a Florida limited liability company, Winn-Dixie Procurement, Inc., a Florida corporation, Winn-Dixie Properties, LLC, a Florida limited liability company, Winn-Dixie Raleigh, Inc., a Florida corporation, Winn-Dixie Raleigh Leasing, LLC, a Florida limited liability company, Winn-Dixie Stores, Inc., a Florida corporation, Winn-Dixie Stores Leasing, LLC, a Florida limited liability company, Winn-Dixie Supermarkets, Inc., a Florida corporation, Winn-Dixie Warehouse Leasing, LLC, a Florida limited liability company, and Opal Holdings, LLC, a Delaware limited liability company (the “Guar
Exhibit B EXECUTIVE INCENTIVE POOL PLAN BI-LO HOLDING, LLC 2012 EXECUTIVE INCENTIVE POOL PLAN AWARD AGREEMENTExecutive Incentive Pool Plan Award Agreement • September 26th, 2013 • Southeastern Grocers, LLC • Delaware
This AWARD AGREEMENT (this “Agreement”) is made as of , 2012 (the “Grant Date”), by and between BI-LO Holding, LLC, a Delaware limited liability company (the “Company”), and (“Participant”).
ELECTION FORM AND WAIVER AGREEMENTElection Form and Waiver Agreement • September 26th, 2013 • Southeastern Grocers, LLC • Florida
This Election Form and Waiver Agreement (“Agreement”) is made and entered into between Michael D. Byars (“Employee”) and BI-LO, LLC./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 TO EMPLOYMENT AGREEMENTEmployment Agreement • October 19th, 2020 • Southeastern Grocers, Inc. • Retail-grocery stores • Florida
This AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as of March 26, 2018 (the “Effective Date”), by and between BI-LO Holding, LLC, a Delaware limited liability company (the “Company”) and Brian Carney (the “Executive”) (collectively, the “Parties”).
ABL CREDIT AGREEMENTAbl Credit Agreement • October 19th, 2020 • Southeastern Grocers, Inc. • Retail-grocery stores • New York
ABL CREDIT AGREEMENT, dated as of May 31, 2018, among BI-LO HOLDING, LLC, a Delaware limited liability company (“Holdings”), BI-LO, LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement, as lenders and as issuing banks and SUNTRUST BANK, as administrative agent and collateral agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”).
FIRST AMENDMENT TO ABL CREDIT AGREEMENTAbl Credit Agreement • October 19th, 2020 • Southeastern Grocers, Inc. • Retail-grocery stores • New York
FIRST AMENDMENT TO ABL CREDIT AGREEMENT (this “First Amendment”), dated as of September 20, 2018, by and between BI-LO, LLC, a Delaware limited liability company (the “Borrower”) and SUNTRUST BANK (“SunTrust”), as administrative agent (in such capacity, including any permitted successor thereto, the “Administrative Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. FIRST AMENDMENT TO...Southeastern Grocers Supply Agreement • October 23rd, 2020 • Southeastern Grocers, Inc. • Retail-grocery stores • New York
THIS FIRST AMENDMENT TO SOUTHEASTERN GROCERS SUPPLY AGREEMENT (this “Amendment”) is entered into as of April 5, 2019 (the “Amendment Effective Date”), by and between BI-LO, LLC (“BWD”) and C&S WHOLESALE GROCERS, INC. (“C&S”). C&S and BWD may be referred to herein individually as a “Party” and, together, as the “Parties.”
SECOND AMENDMENT TO ABL CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENTAbl Credit Agreement • October 19th, 2020 • Southeastern Grocers, Inc. • Retail-grocery stores • New York
SECOND AMENDMENT TO ABL CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT (this “Second Amendment”), dated as of October 5, 2020, by and among SEG Holding, LLC (f/k/a BI-LO Holding, LLC), a Delaware limited liability company (“Holdings”), BI-LO, LLC, a Delaware limited liability company (the “Borrower”), TRUIST BANK (successor by merger to SunTrust Bank) (“Truist Bank”), as administrative agent (in such capacity, including any permitted successor thereto, the “Administrative Agent”) and each of the Lenders party hereto. All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Amended Credit Agreement referred to below.
SOUTHEASTERN GROCERS, INC. AMENDED AND RESTATED 2018 OMNIBUS EQUITY INCENTIVE PLAN Amended and Restated Restricted Stock Unit Performance-Based Award AgreementRestricted Stock Unit Performance-Based Award Agreement • January 21st, 2021 • Southeastern Grocers, Inc. • Retail-grocery stores • Delaware
THIS AMENDED AND RESTATED PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”), is made, by and between Southeastern Grocers, Inc., a Delaware corporation (the “Company”), and [Name] (the “Participant”), effective as of January [•], 2021 (the “Effective Date”). This Award Agreement amends and restates in its entirety (i) the Performance-Based Restricted Stock Unit Award Agreement dated as of May 6, 2020, and (ii) the Restricted Stock Unit Agreement Settlement Election Form entered into with respect thereto, in each case, by and between the Company and the Participant (collectively, the “Prior RSU Agreements”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 26th, 2013 • Southeastern Grocers, LLC • South Carolina
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on March 8, 2012, by and between BI-LO, L.L.C., a Delaware limited liability company (the “Company”) and Michael Byars (the “Executive”), but shall only become effective upon, and subject to, the closing (the date of such closing the “Effective Date”) of the transactions contemplated by the Agreement and Plan of Merger among Opal Holdings, LLC, Opal Merger Sub, Inc. and Opal, Inc., dated as of December 16, 2011 (the “Merger Agreement”). In the event that the transactions contemplated by the Merger Agreement (the “Merger”) are not consummated, this Agreement will be null and void ab initio and without effect.
FIRST AMENDMENT TO BI-LO/WINN-DIXIE SUPPLY AGREEMENTBi-Lo/Winn-Dixie Supply Agreement • November 1st, 2013 • Southeastern Grocers, LLC • Retail-grocery stores • New York
THIS FIRST AMENDMENT TO BI-LO/WINN-DIXIE SUPPLY AGREEMENT, (this “Amendment”), dated as of June 23, 2013, is by and between “BI-LO, LLC (“BWD”) AND C&S Wholesale Grocers, Inc. (“C&S”). C&S and BWD may be referred to herein individually as a “Party” and, together, as the “Parties.”
ABL CREDIT AGREEMENT among BI-LO HOLDING, LLC, BI-LO, LLC, VARIOUS LENDERS, DEUTSCHE BANK TRUST COMPANY AMERICAS, as ADMINISTRATIVE AGENT and COLLATERAL AGENT, CITIBANK, N.A., as SYNDICATION AGENT, and SUNTRUST BANK, TD BANK, N.A. and WELLS FARGO...Abl Credit Agreement • September 26th, 2013 • Southeastern Grocers, LLC • New York
I, the undersigned, the [Chief Financial Officer] [Treasurer] of BI-LO Holding, LLC, (“Holdings”), a Delaware limited liability company, in that capacity only and not in my individual capacity, do hereby certify as of the date hereof that:
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. ASSET PURCHASE...Asset Purchase Agreement • October 23rd, 2020 • Southeastern Grocers, Inc. • Retail-grocery stores • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 29, 2020, by and among Southeastern Grocers, Inc., a Delaware corporation (“SEG”), Samson Merger Sub, LLC, a Texas limited liability company and a direct or indirect wholly-owned Subsidiary of SEG, Winn-Dixie Stores Leasing, LLC, a Florida limited liability company and a direct or indirect wholly-owned Subsidiary of SEG, BI-LO, LLC, a Delaware limited liability company and a direct or indirect wholly-owned Subsidiary of SEG (together with SEG, “Sellers”), and Food Lion, LLC, a North Carolina limited liability company (“Buyer”). Each of Buyer and each Seller is referred to herein as a “Party” and, collectively, as the “Parties”.
SECOND AMENDMENT TO BI-LO/WINN-DIXIE SUPPLY AGREEMENTBi-Lo/Winn-Dixie Supply Agreement • November 1st, 2013 • Southeastern Grocers, LLC • Retail-grocery stores • New York
THIS SECOND AMENDMENT TO BI-LO/WINN-DIXIE SUPPLY AGREEMENT (this “Second Amendment”) is entered into as of September 20, 2013, by and between BI-LO, LLC (“BWD”) and C&S Wholesale Grocers, Inc. (“C&S”), and will be effective as of September 22, 2013 (the “Effective Date”). C&S and BWD may be referred to herein individually as a “Party” and, together, as the “Parties.”
Description of Oral Agreement to Appoint an Independent Director, between Southeastern Grocers, Inc. and Millstreet Capital Management LLCDescription of Oral Agreement to Appoint an Independent Director • January 26th, 2021 • Southeastern Grocers, Inc. • Retail-grocery stores
Following the initial public offering of Southeastern Grocers, Inc. (the “Company”), the Company’s board of directors (the “Board”) intends to expand the size of the Board to seven and appoint an additional independent director to be proposed by Millstreet Capital Management, one of the Company’s largest stockholders. The proposed independent director will be subject to the Board’s approval, not to be unreasonably withheld, based on the Board’s evaluation of the experience and qualifications of such person, as well as appropriate board composition. Together with the Company’s other directors, such director will be eligible for reelection at the Company’s first annual meeting of the Company’s stockholders following the initial public offering.
SOUTHEASTERN GROCERS, INC. AMENDED AND RESTATED 2018 OMNIBUS EQUITY INCENTIVE PLAN Amended and Restated Performance-Based Restricted Stock Unit Award AgreementPerformance-Based Restricted Stock Unit Award Agreement • January 21st, 2021 • Southeastern Grocers, Inc. • Retail-grocery stores • Delaware
THIS AMENDED AND RESTATED PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”), is made, by and between Southeastern Grocers, Inc., a Delaware corporation (the “Company”), and [Name] (the “Participant”), effective as of January [•], 2021 (the “Effective Date”). This Award Agreement amends and restates in its entirety (i) the Performance-Based Restricted Stock Unit Award Agreement dated as of May 6, 2020, and (ii) the Restricted Stock Unit Agreement Settlement Election Form entered into with respect thereto, in each case, by and between the Company and the Participant (collectively, the “Prior RSU Agreements”).
