EXHIBIT 4.2 LOAN AGREEMENT THIS LOAN AGREEMENT (this "Agreement") dated 12/23/93 is entered into by and between ARDEN GROUP, INC., a Delaware Corporation ("Borrower"), and UNION BANK, a California banking corporation ("Bank"), and sets forth the terms...Loan Agreement • March 21st, 1997 • Arden Group Inc • Retail-grocery stores • California
FIFTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 29th, 2000 • Arden Group Inc • Retail-grocery stores • California
AGREEMENT AND PLAN OF MERGER among GRCY HOLDINGS, INC., GRCY ACQUISITION, INC. and ARDEN GROUP, INC. Dated as of December 20, 2013Merger Agreement • December 27th, 2013 • Arden Group Inc • Retail-grocery stores • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 20, 2013 (this “Agreement”), among GRCY Holdings, Inc., a Delaware corporation (“Parent”), GRCY Acquisition, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Arden Group, Inc., a Delaware corporation (the “Company”).
NON-EMPLOYEE DIRECTOR PHANTOM STOCK UNIT AGREEMENTPhantom Stock Unit Agreement • May 8th, 2007 • Arden Group Inc • Retail-grocery stores • California
THIS PHANTOM STOCK UNIT AGREEMENT (the “Agreement”), dated as of this 13th day of March, 2007, by and between Arden Group, Inc., a Delaware corporation (the “Company”), and M. Mark Albert (the “Unit Holder”), is made with reference to the following facts:
EMPLOYEE PHANTOM STOCK UNIT AGREEMENTPhantom Stock Unit Agreement • March 11th, 2013 • Arden Group Inc • Retail-grocery stores • California
THIS PHANTOM STOCK UNIT AGREEMENT (the "Agreement"), dated as of the 3rd day of December, 2012, by and between Arden-Mayfair, Inc., a Delaware corporation (the "Company"), and Laura Neumann (the "Unit Holder"), is made with reference to the following facts:
NON-EMPLOYEE DIRECTOR PHANTOM STOCK UNIT AGREEMENTPhantom Stock Unit Agreement • May 12th, 2010 • Arden Group Inc • Retail-grocery stores • California
THIS PHANTOM STOCK UNIT AGREEMENT (the “Agreement”), dated as of the 15th day of January, 2010, by and between Arden Group, Inc., a Delaware corporation (the “Company”), and (the “Unit Holder”), is made with reference to the following facts:
NON-EMPLOYEE DIRECTOR PHANTOM STOCK UNIT AGREEMENTPhantom Stock Unit Agreement • August 10th, 2005 • Arden Group Inc • Retail-grocery stores • California
THIS PHANTOM STOCK UNIT AGREEMENT (the “Agreement”), dated as of this 22nd day of June, 2005, by and between Arden Group, Inc., a Delaware corporation (the “Company”), and Steven C. Gordon (the “Unit Holder”), is made with reference to the following facts:
Credit AgreementCredit Agreement • November 22nd, 2011 • Arden Group Inc • Retail-grocery stores • California
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of November 1, 2011 by and among ARDEN GROUP, INC., a Delaware corporation (“Borrower”), each of the Subsidiaries of Borrower party hereto as Subsidiary Guarantors and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
EXHIBIT 10.10 MODIFICATION AND FIFTH EXTENSION AGREEMENT This Modification and Fifth Extension Agreement (the "Agreement") is made and entered into as of January 1, 1997 by and among Arden Group, Inc., a Delaware corporation ("Arden Group"), Bernard...Modification and Fifth Extension Agreement • March 20th, 1998 • Arden Group Inc • Retail-grocery stores
FORM OF NON-EMPLOYEE DIRECTOR PHANTOM STOCK UNIT AGREEMENTPhantom Stock Unit Agreement • August 14th, 2000 • Arden Group Inc • Retail-grocery stores • California
FORM OF STOCK OPTION AGREEMENTStock Option Agreement • March 20th, 2003 • Arden Group Inc • Retail-grocery stores • California
THIS STOCK OPTION AGREEMENT (the “Agreement”), dated this ______ day of ______________, ______, by and between Arden Group, Inc., a Delaware corporation (the “Company”), and _____________________ (the “Option Holder”), is made with reference to the following facts:
FORM OF AMENDMENT TO NON-EMPLOYEE DIRECTOR PHANTOM STOCK UNIT AGREEMENTNon-Employee Director Phantom Stock Unit Agreement • March 20th, 2003 • Arden Group Inc • Retail-grocery stores • California
This AMENDMENT TO NON-EMPLOYEE DIRECTOR PHANTOM STOCK UNIT AGREEMENT (the “Amendment”), dated as of December 9, 2002, is made by and between Arden Group, Inc., a Delaware corporation (the “Company”), and _____________________ (the “Unit Holder”), with reference to the following facts:
PHANTOM STOCK UNIT AGREEMENTPhantom Stock Unit Agreement • May 12th, 2010 • Arden Group Inc • Retail-grocery stores • California
THIS PHANTOM STOCK UNIT AGREEMENT (the “Agreement”), dated as of the 15th day of January, 2010, by and between Arden-Mayfair, Inc., a Delaware corporation (the “Company”), and Laura J. Neumann (the “Unit Holder”), is made with reference to the following facts:
NON-EMPLOYEE DIRECTOR PHANTOM STOCK UNIT AGREEMENTPhantom Stock Unit Agreement • March 14th, 2005 • Arden Group Inc • Retail-grocery stores • California
THIS PHANTOM STOCK UNIT AGREEMENT (the “Agreement”), dated as of this 20th day of January, 2004, by and between Arden Group, Inc., a Delaware corporation (the “Company”), and ___ (the “Unit Holder”), is made with reference to the following facts:
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 26th, 2001 • Arden Group Inc • Retail-grocery stores • California
THIS AMENDED AND RESTATED LOAN AGREEMENT ("Agreement") is made and entered into as of July 7, 2000 by and between ARDEN GROUP, INC. a Delaware Corporation ("Borrower") and UNION BANK OF CALIFORNIA, N.A., ("Bank"). This Agreement amends and restates in its entirety that certain Loan Agreement dated December 23, 1993 and all its amendments including that certain First Amendment dated October 31, 1994, and that certain Second Amendment dated December 20, 1995, and that certain Third Amendment dated December 18, 1996 and that certain Fourth Amendment dated January 13, 1997 and that certain Fifth Amendment dated April 30, 1998 (collectively the "Old Agreement") between Bank and Borrower.
EXHIBIT 99.1 AGREEMENT TO FURNISH INSTRUMENTS Pursuant to Paragraph (b) (4) (iii) (A) of Item 601 of Regulation S-K, Arden Group, Inc. hereby agrees to furnish supplementally to the Securities and Exchange Commission upon its request, a copy of the...Loan Agreement • March 25th, 1996 • Arden Group Inc • Retail-grocery stores
Pursuant to Paragraph (b) (4) (iii) (A) of Item 601 of Regulation S-K, Arden Group, Inc. hereby agrees to furnish supplementally to the Securities and Exchange Commission upon its request, a copy of the Loan Agreement between Arden Group, Inc. and Union Bank dated December 23, 1993, as amended by Second Amendment thereto dated December 20, 1995, referred to as Exhibit 4.2 to this Form 10K.
NON-EMPLOYEE DIRECTOR PHANTOM STOCK UNIT AGREEMENTPhantom Stock Unit Agreement • March 22nd, 2002 • Arden Group Inc • Retail-grocery stores • California
THIS PHANTOM STOCK UNIT AGREEMENT (the "Agreement"), dated as of this 19th day of June, 2001, by and between Arden Group, Inc., a Delaware corporation (the "Company"), and Kenneth A. Goldman (the "Unit Holder"), is made with reference to the following facts:
Selected Financial Information Provided to Prospective Debt Financing SourcesMerger Agreement • January 28th, 2014 • Arden Group Inc • Retail-grocery stores
On December 20, 2013, Arden Group, Inc. (the “Registrant” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GRCY Holdings, Inc. (“Parent”) and GRCY Acquisition, Inc. (“Merger Sub”) providing for the merger, upon the terms and subject to the conditions set forth in the Merger Agreement, of Merger Sub with and into Registrant with Registrant continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are affiliates of TPG Capital, L.P. (the “Sponsor”) and were formed solely for the purposes of executing the Merger Agreement and facilitating the Merger. Subject to the terms and conditions of the Merger Agreement, the merger consideration will consist of cash in an amount of $126.50 per share of Registrant’s Class A Common Stock, par value $0.25 per share (the “Common Stock”), without interest.
AMENDMENT TO NON-EMPLOYEE DIRECTOR PHANTOM STOCK UNIT AGREEMENTNon-Employee Director Phantom Stock Unit Agreement • November 7th, 2013 • Arden Group Inc • Retail-grocery stores
THIS AMENDMENT TO PHANTOM STOCK UNIT AGREEMENT (the “Amendment”), dated as of the 12th day of July, 2013, by and between Arden Group, Inc., a Delaware corporation (the “Company”), and ____________ (the “Unit Holder”), is made with reference to the following facts:
ARDEN GROUP, INC. THIRD AMENDMENT TO EMPLOYMENT AGREEMENT OF BERNARD BRISKINEmployment Agreement • March 16th, 2009 • Arden Group Inc • Retail-grocery stores
This Third Amendment to Employment Agreement (the “Third Amendment”) is made and entered into effective as of December 31, 2008 by and between Arden Group, Inc., a Delaware corporation (“Arden Group”), Arden-Mayfair, Inc., a Delaware corporation and a wholly-owned subsidiary of Arden Group (“Arden-Mayfair”), AMG Holdings, Inc., formerly known as Telautograph Corporation, a Virginia corporation and a wholly-owned subsidiary of Arden-Mayfair (“AMG”), Gelson’s Markets, a California corporation and a wholly-owned subsidiary of Arden-Mayfair (“Gelson’s”)(Arden Group, Arden-Mayfair, AMG and Gelson’s are herein sometimes referred to collectively as the “Companies” and individually as a “Company”), and Bernard Briskin (“Employee”), with reference to the following facts:
