Standard Contracts
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 24th, 2012 • Fairway Group Holdings Corp • Retail-grocery stores • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of [ ] by and between Fairway Group Holdings Corp., a Delaware corporation (the “Company”), and [ ], a director and/or officer of the Company (the “Indemnitee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2012 • Fairway Group Holdings Corp • Retail-grocery stores • New York
AGREEMENT (this “Agreement”) made as of September 15, 2011, by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and Aaron J. Fleishaker, an individual residing at 366 Oxford Road, New Rochelle, New York 10804 (the “Executive”).
AMENDED AND RESTATED JUNIOR PARTNER EMPLOYMENT AGREEMENTJunior Partner Employment Agreement • September 24th, 2012 • Fairway Group Holdings Corp • Retail-grocery stores • New York
AGREEMENT (this “Agreement”) made as of January 1, 2011, by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, NY, NY 10027 (the “Company”), and Peter Romano, an individual residing at 1035 80th Street (the “Executive”).
STOCKHOLDERS’ AGREEMENTStockholders' Agreement • September 24th, 2012 • Fairway Group Holdings Corp • Retail-grocery stores • Delaware
STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of this 18th day of January, 2007, by and among Fairway Group Holdings Corp., a Delaware corporation (the “Company”), and each of the signatories hereto (collectively, the “Stockholders” and each individually, a “Stockholder”).
FAIRWAY GROUP HOLDINGS CORP. WARRANT TO PURCHASE SHARES OF COMMON STOCK March 26, 2009Warrant Agreement • September 24th, 2012 • Fairway Group Holdings Corp • Retail-grocery stores • New York
This Warrant is issued to (including its assigns or transferees, the “Holder”) by Fairway Group Holdings Corp., a Delaware corporation (the “Company”), pursuant to the terms of that Securities Purchase Agreement dated as of March 26, 2009 (as amended, modified or supplemented, the “Purchase Agreement”) in connection with the Company’s issuance and sale of shares of Series A Preferred Stock of the Company to the Holder of this Warrant.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAS BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR...Note Agreement • September 24th, 2012 • Fairway Group Holdings Corp • Retail-grocery stores • New York
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, THE “SUBORDINATION AGREEMENT”) DATED AS OF MAY 13, 2011, AMONG HOWARD GLICKBERG, THE OBLIGORS (AS DEFINED THEREIN), THE SENIOR AGENT (AS DEFINED THEREIN) TO THE SENIOR DEBT (AS DEFINED THEREIN), AS MORE PARTICULARLY DESCRIBED IN THE SUBORDINATION AGREEMENT, AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2012 • Fairway Group Holdings Corp • Retail-grocery stores • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 18, 2007, by and among Fairway Group Holdings Corp., a Delaware corporation (the “Company”), and the persons listed on Schedule 1 to this Agreement (the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2012 • Fairway Group Holdings Corp • Retail-grocery stores • New York
WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of October 31, 2006 (the “Purchase Agreement”), among (i) the Company, (ii) Fairway Operating Corp., Fairway Wholesale & Distribution Co., Inc., Anytime Food Corp., Fairway Central Services, Fairway Plainview, LLC and Fairway Brooklyn, LLC (collectively, the “Sellers”), (iii) Howard Glickberg, Harold Seybert and David Sneddon, and (iv) Fairway Group Acquisition Company, the Company is acquiring the retail grocery and food service business currently operated by the Sellers;
CREDIT AGREEMENT dated as of August 17, 2012, among FAIRWAY GROUP ACQUISITION COMPANY, as Borrower, FAIRWAY GROUP HOLDINGS CORP., THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent and Collateral AgentCredit Agreement • September 24th, 2012 • Fairway Group Holdings Corp • Retail-grocery stores • New York
CREDIT AGREEMENT dated as of August 17, 2012 (this “Agreement”), among FAIRWAY GROUP ACQUISITION COMPANY, a Delaware corporation (the “Borrower”), FAIRWAY GROUP HOLDINGS CORP., a Delaware corporation (“Holdings”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and CREDIT SUISSE AG, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.
SUBORDINATION AGREEMENTSubordination Agreement • September 24th, 2012 • Fairway Group Holdings Corp • Retail-grocery stores • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”) is made as of May 13, 2011, by and among HOWARD GLICKBERG (the “Junior Creditor”); FAIRWAY GROUP ACQUISITION COMPANY, a Delaware corporation (“Borrower”), and all other Obligors (as hereinafter defined); and CREDIT SUISSE AG, as administrative agent and collateral agent (in such capacity, together with its successors and assigns from time to time in such capacity, the “Senior Agent”) for the lenders from time to time parties to the Credit Agreement (as hereinafter defined) (the Senior Agent and such lenders, together with all other holders of Senior Debt (as hereinafter defined) under the Credit Agreement, collectively being referred to as the “Senior Creditors”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2012 • Fairway Group Holdings Corp • Retail-grocery stores • New York
AGREEMENT (this “Agreement”) made as of December 29, 2011, by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and Howard Glickberg, an individual residing at 11 Lewis Road, Irvington, NY 10533 (the “Executive”).
