Exhibit 4.24.1
AMENDMENT NO.2 AND LIMITED WAVIER TO
NOTE PURCHASE AGREEMENT
DATED DECEMBER 6, 2001
Exhibit 4.24.1
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Xxxx Xxxxxxx Financial Services, Inc. [LOGO] Xxxx Xxxxxxx
Financial Services
Bond and Corporate Finance Group
0000 Xxxxxxx Xxxx Xxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxxx 00000
(000) 000-0000
Fax: (000) 000-0000
E-mail; xxxxxxxxx@xxxxxxx.xxx
Website:xxxx://xxxx.xxxxxxxx.xxx
Xxxxxx Xxxxxxxx
Regional Director
December 6, 2001
Xxxxx X. Xxxxxxxx
Vice President and Treasurer
Unified Western Grocers, Inc.
Xxxxxxxx, XX 00000
Re: $80,000,000 Senior Secured Notes Due 2008 and $40,000,000 Senior
Secured Notes Due 2009 of Unified Western Grocers, Inc.-Temporary Waiver of
Covenant Defaults and Modification of various Covenants outlined in the
Note Purchase Agreement Date September 29, 1999
Dear Xxxxx:
Xxxx Xxxxxxx Life Insurance Company (formerly known as Xxxx Xxxxxxx Mutual
Life Insurance Company) waives, through September 30, 2001, events of default
related to the following financial covenants in the Note Purchase Agreement
dated as of September 29, 1999, as amended ("Agreement"):
a) Section 8.6(c)-Consolidated Tangible Net Worth
b) Section 8.6(d)-Fixed Charge Coverage
In addition, Section 8.6(c)-Consolidated Tangible Net Worth is amended to read
as follows:
The Company will not permit Consolidated Tangible Net Worth at any time to
be less than the sum of $60,000,000 through 9/28/02. Thereafter, the Company
will not permit Consolidated Tangible Net Worth at any time to be less than the
sum of (i) $80,000,000 plus (ii) an amount (but only if a positive number) equal
to 50% of Consolidated Net Income for each Fiscal Year completed after 9/29/01
minus (iii) the aggregate amount paid by the Company since 9/29/01 in redeeming
Class B Shares pursuant to Section 8.6(f)(iv).
Section 8.6(d) - Fixed Charge Coverage is amended to read as follows:
The Company will not permit as of the end of any fiscal quarter the ratio
of (i) Consolidated Income Available for Fixed Charges to (ii) Fixed Charges to
be less than 1.60 to 1.00 as of 9/29/01 through 3/30/02, then 1.70 to 1.00 as of
6/29/02, then 1.80 to 1.00 as of 9/28/02 and thereafter for the period
consisting of the consecutive four Fiscal Quarters then ended.
All other terms and conditions of the Agreement remain effective and binding.
Unified Western Grocers shall agree, by signing below, to the above changes and
agrees to increase its interest rates assigned to the Notes by 25bp until such
time that the Consolidated Tangible Net Worth (as defined in the Note Purchase
Agreement dated September 29, 1999) is increased to $80,000,000 after excluding
future Consolidated Net Income generated after 9/29/01.
While the above interest rate increase, covenant wavier and/or modifications are
binding, Unified Western Grocers, Inc. agrees to the incorporation of the above
modifications and interest rate increase in an Amendment to the Agreement.
Please sign below acknowledging the above changes and your acceptance of an
increase in the increase rates by 25bps.
Sincerely
Xxxx Xxxxxxx Life Insurance Company
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
Regional Director
Acknowledged and accepted
On behalf of Unified Western Grocers, Inc.
By:/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Vice President and Treasurer
