Unified Grocers, Inc. Sample Contracts

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RECITALS
Note Purchase Agreement • May 14th, 2002 • Unified Western Grocers Inc • Wholesale-groceries, general line • California
EXHIBIT 4.15.2 AMENDMENT NO. 2 AND LIMITED WAIVER TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • January 12th, 1999 • Certified Grocers of California LTD • Wholesale-groceries, general line • New York
between K.V. MART CO. and
Security Agreement • August 17th, 2000 • Unified Western Grocers Inc • Wholesale-groceries, general line • California
GUARANTY
Guaranty • August 17th, 2000 • Unified Western Grocers Inc • Wholesale-groceries, general line • California
AGREEMENT ---------
Shareholders Agreement • February 13th, 2001 • Unified Western Grocers Inc • Wholesale-groceries, general line • California
SEVERANCE AGREEMENT
Severance Agreement • November 16th, 1998 • Certified Grocers of California LTD • Wholesale-groceries, general line • California
AMENDMENT NUMBER SIX TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 28th, 1997 • Certified Grocers of California LTD • Wholesale-groceries, general line
TERM LOAN AGREEMENT
Term Loan Agreement • August 17th, 2000 • Unified Western Grocers Inc • Wholesale-groceries, general line • California
EXHIBIT 4.17 GROCERS CAPITAL COMPANY AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 7, 2001 NATIONAL CONSUMER COOPERATIVE BANK
Credit Agreement • January 13th, 2003 • Unified Western Grocers Inc • Wholesale-groceries, general line • California
EXHIBIT 10.35 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 26th, 2000 • Unified Western Grocers Inc • Wholesale-groceries, general line • California
RECITALS
Loan and Security Agreement • November 28th, 1997 • Certified Grocers of California LTD • Wholesale-groceries, general line
EXHIBIT 10.37 GUARANTY
Guaranty • December 26th, 2000 • Unified Western Grocers Inc • Wholesale-groceries, general line • California
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FOR
Trust Agreement • December 26th, 2000 • Unified Western Grocers Inc • Wholesale-groceries, general line • California
RECITALS
Loan and Security Agreement • December 1st, 1995 • Certified Grocers of California LTD • Wholesale-groceries, general line
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 5, 2006, among UNIFIED WESTERN GROCERS, INC., THE GUARANTORS FROM TIME TO TIME PARTIES HERETO, THE LENDERS FROM TIME TO TIME PARTIES HERETO, BANK OF MONTREAL, CHICAGO BRANCH, as Administrative...
Credit Agreement • December 11th, 2006 • Unified Western Grocers Inc • Wholesale-groceries, general line • Illinois

This Amended and Restated Credit Agreement is entered into as of December 5, 2006, by and among UNIFIED WESTERN GROCERS, INC., a California corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and BANK OF MONTREAL, CHICAGO BRANCH, as Administrative Agent as provided herein, and BMO CAPITAL MARKETS, as Lead Arranger and Book Runner. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.

SEVERANCE AGREEMENT (FOR EXECUTIVE VICE PRESIDENTS WITH THREE YEARS OR MORE IN AN OFFICER POSITION)
Severance Agreement • August 7th, 2013 • Unified Grocers, Inc. • Wholesale-groceries, general line

THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) is made and entered into as of this [ ] day of [ ], by and between Unified Grocers, Inc. (the “Company”) located at 5200 Sheila Street, Commerce, California 90040 and [ ] (the “Executive”).

AGREEMENT AND PLAN OF MERGER Among UNIFIED GROCERS, INC., SUPERVALU INC. and WEST ACQUISITION CORPORATION Dated as of April 10, 2017
Merger Agreement • April 11th, 2017 • Unified Grocers, Inc. • Wholesale-groceries, general line • Delaware

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of April 10, 2017, is by and among Unified Grocers, Inc., a California corporation (the “Company”), SUPERVALU INC., a Delaware corporation (“Parent”) and West Acquisition Corporation, a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” with the Company and Merger Sub sometimes being hereinafter collectively referred to, together, as the “Constituent Corporations”).

BY AND AMONG
Revolving Credit Agreement • May 6th, 1998 • Certified Grocers of California LTD • Wholesale-groceries, general line • New York
SEVERANCE AGREEMENT FOR VICE PRESIDENTS AND SENIOR VICE PRESIDENTS, AND EXECUTIVE VICE PRESIDENTS WITH LESS THAN THREE YEARS IN AN OFFICER POSITION
Severance Agreement • January 13th, 2011 • Unified Grocers, Inc. • Wholesale-groceries, general line

THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) is made and entered into as of this [ ] day of December, 2010, by and between Unified Grocers, Inc. (the “Company”) located at 5200 Sheila Street, Commerce, California 90040 and [ ] (the “Executive”).

EXHIBIT 4.16 AMENDED AND RESTATED LOAN PURCHASE AND SERVICING AGREEMENT
Loan Purchase and Servicing Agreement • January 13th, 2003 • Unified Western Grocers Inc • Wholesale-groceries, general line • California
SUBSIDIARY GUARANTY
Subsidiary Guaranty • October 13th, 2010 • Unified Grocers, Inc. • Wholesale-groceries, general line • California

This SUBSIDIARY GUARANTY is entered into as of October 8, 2010 by the undersigned (each a “Guarantor”, and together with any future Material Subsidiaries executing this Guaranty, being collectively referred to herein as the “Guarantors”) in favor of and for the benefit of Wells Fargo Bank, National Association, as agent for and representative of (in such capacity herein called “Guarantied Party”) the financial institutions (“Lenders”) party to the Credit Agreement referred to below and the other Beneficiaries (as hereinafter defined).

Pledge and Security Agreement
Pledge and Security Agreement • August 12th, 2008 • Unified Grocers, Inc. • Wholesale-groceries, general line • California

This PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made by (“Member”) in favor of Unified Grocers, Inc., (“Unified”) for the benefit of the Secured Parties (Unified, in its capacity as agent for the Secured Parties, is hereinafter referred to as “Collateral Agent”) with reference to the following facts:

UNIFIED GROCERS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 30th, 2015 • Unified Grocers, Inc. • Wholesale-groceries, general line • California

This Indemnification Agreement (“Agreement”) is made as of , 2015 by and between UNIFIED GROCERS, INC., a California corporation (the “Company”), and (“Indemnitee”).

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