0001193125-03-094529 Sample Contracts

SECURITY AGREEMENT
Security Agreement • December 16th, 2003 • Unified Western Grocers Inc • Wholesale-groceries, general line • Illinois

This Security Agreement (the “Agreement”) is dated as of December 5, 2003, by and among Unified Western Grocers, Inc., a California corporation (the “Borrower”), and the other parties executing this Agreement under the heading “Debtors” (the Borrower and such other parties, along with any parties who execute and deliver to the Agent an agreement substantially in the form attached hereto as Schedule C, being hereinafter referred to collectively as the “Debtors” and individually as a “Debtor”), each with its mailing address as set forth in Section 13(b) below, and Harris Trust and Savings Bank, an Illinois banking corporation (“HTSB”), with its mailing address as set forth in Section 13(b) below, acting as administrative agent hereunder for the Secured Creditors hereinafter identified and defined (HTSB acting as such administrative agent and any successor or successors to HTSB acting in such capacity being hereinafter referred to as the “Agent”).

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SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT WITH JOINT ESCROW INSTRUCTIONS
Purchase and Sale • December 16th, 2003 • Unified Western Grocers Inc • Wholesale-groceries, general line

This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT WITH JOINT ESCROW INSTRUCTIONS (the “Amendment”) is made as of August 15, 2003 by and between UNIFIED WESTERN GROCERS, INC., a California corporation (the “Seller”), and THE ALAMO GROUP, INC., a California corporation (the “Buyer”), who agree as follows:

FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT WITH JOINT ESCROW INSTRUCTIONS
Purchase and Sale Agreement With Joint Escrow Instructions • December 16th, 2003 • Unified Western Grocers Inc • Wholesale-groceries, general line • California

This FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT WITH JOINT ESCROW INSTRUCTIONS (the “Amendment”) is made as of November 18, 2003 by and between UNIFIED WESTERN GROCERS, INC., a California corporation (the “Seller”), and AH INVESTORS, LLC, a California limited liability company (the “Buyer”), who agree as follows:

FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT WITH JOINT ESCROW INSTRUCTIONS
Purchase and Sale • December 16th, 2003 • Unified Western Grocers Inc • Wholesale-groceries, general line

This FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT WITH JOINT ESCROW INSTRUCTIONS (the “Amendment”) is made as of August 27, 2003 by and between UNIFIED WESTERN GROCERS, INC., a California corporation (the “Seller”), and THE ALAMO GROUP, INC., a California corporation (the “Buyer”), who agree as follows:

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT WITH JOINT ESCROW INSTRUCTIONS
Purchase and Sale • December 16th, 2003 • Unified Western Grocers Inc • Wholesale-groceries, general line

This THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT WITH JOINT ESCROW INSTRUCTIONS (the “Amendment”) is made as of August 22, 2003 by and between UNIFIED WESTERN GROCERS, INC., a California corporation (the “Seller”), and THE ALAMO GROUP, INC., a California corporation (the “Buyer”), who agree as follows:

PURCHASE AND SALE AGREEMENT WITH JOINT ESCROW INSTRUCTIONS
Assignment and Assumption Agreement • December 16th, 2003 • Unified Western Grocers Inc • Wholesale-groceries, general line • California

THIS PURCHASE AND SALE AGREEMENT WITH JOINT ESCROW INSTRUCTIONS (“Agreement”) is made and entered into as of June 19, 2003, by and between UNIFIED WESTERN GROCERS, INC., a California corporation, (“Seller”), and THE ALAMO GROUP, INC., a California corporation (“Buyer”) (collectively, the “Parties” and individually, a “Party”), who agree as follows:

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 16th, 2003 • Unified Western Grocers Inc • Wholesale-groceries, general line

This Third Amendment to Employment Agreement (the “Third Amendment”) is made and entered into as of August 20, 2003 by and between Unified Western Grocers, Inc., a California corporation (the “Company”) and Alfred A. Plamann (the “Executive”).

ADDENDUM TO PURCHASE AND SALE AGREEMENT WITH JOINT ESCROW INSTRUCTIONS
Purchase and Sale Agreement • December 16th, 2003 • Unified Western Grocers Inc • Wholesale-groceries, general line

This ADDENDUM TO PURCHASE AND SALE AGREEMENT WITH JOINT ESCROW INSTRUCTIONS (“Addendum”) is made and entered into as of June 25, 2003, by and between UNIFIED WESTERN GROCERS, INC., a California corporation (“Seller”), and THE ALAMO GROUP, INC., a California corporation (“Buyer”), who agree as follows:

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