SEVERANCE AGREEMENT (FOR EXECUTIVE VICE PRESIDENTS WITH THREE YEARS OR MORE IN AN OFFICER POSITION)Severance Agreement • February 10th, 2004 • Unified Western Grocers Inc • Wholesale-groceries, general line
THIS AGREEMENT (the “Agreement”) is made and entered into as of this 2nd day of October 2003, by and between Unified Western Grocers, Inc. (the “Company”) located at 5200 Shelia Street Commerce, California 90040 and Philip S. Smith (the “Executive”).
SEVERANCE AGREEMENT FOR VICE PRESIDENTS AND SENIOR VICE PRESIDENTS, AND EXECUTIVE VICE PRESIDENTS WITH LESS THAN THREE YEARS IN AN OFFICER POSITIONSeverance Agreement • February 10th, 2004 • Unified Western Grocers Inc • Wholesale-groceries, general line
THIS AGREEMENT (the “Agreement”) is made and entered into as of this 12th day of March, 2003, by and between Unified Western Grocers, Inc. (the “Company”) located at 5200 Shelia Street Commerce, California 90040 and Christine Neal (the “Executive”).
SHAREHOLDERS AGREEMENTShareholders Agreement • February 10th, 2004 • Unified Western Grocers Inc • Wholesale-groceries, general line • California
THIS SHAREHOLDERS AGREEMENT is entered into as of December 29, 2003, by and among Unified Western Grocers, Inc., a California corporation (“UWG”), C & K Market, Inc., an Oregon corporation (the “Company”), and the shareholders of the Company listed on the signature page hereof (the “Shareholders”).
SUPPLY AGREEMENTSupply Agreement • February 10th, 2004 • Unified Western Grocers Inc • Wholesale-groceries, general line • California
This SUPPLY AGREEMENT (“Supply Agreement”) dated as of December 29, 2003 (the “Effective Date”), is made and entered into by and between UNIFIED WESTERN GROCERS, INC., a California corporation (“UWG”), and C & K MARKET, INC. (“Retailer”), with reference to the following facts:
OPERATING AGREEMENT OF AH INVESTORS, LLCOperating Agreement • February 10th, 2004 • Unified Western Grocers Inc • Wholesale-groceries, general line • California
THIS OPERATING AGREEMENT (this “Operating Agreement”) is made and entered into as of the 26th day of November, 2003 by and among AH INVESTORS, LLC (the “Company”), a California limited liability company, the initial Members identified in the next sentence, and such other Persons as may hereafter be admitted as Members in accordance with the terms of this Agreement. The Initial Members are Hall Portola, Inc., a California corporation, (“Hall”) and Alamo Group VIII, LLC, a Delaware limited liability company (“Alamo”), and their addresses and initial Capital Contributions are as stated in Schedule A attached to this Operating Agreement.
SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT WITH JOINT ESCROW INSTRUCTIONSPurchase and Sale Agreement • February 10th, 2004 • Unified Western Grocers Inc • Wholesale-groceries, general line
This SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT WITH JOINT ESCROW INSTRUCTIONS (the “Amendment”) is made as of December 19, 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:
INTERCREDITOR AND SUBORDINATION AGREEMENT (Nidiffer)Intercreditor and Subordination Agreement • February 10th, 2004 • Unified Western Grocers Inc • Wholesale-groceries, general line • California
INTERCREDITOR AND SUBORDINATION AGREEMENT, dated as of December 29, 2003 by and among the persons listed on the signature pages to this Agreement as Subordinated Creditors (collectively referred to herein with any other holder of the Subordinated Obligations (as hereinafter defined) from time to time, the “Subordinated Creditors”), C & K MARKET, INC., an Oregon corporation (together with its successors and assigns, the “Company”), and UNIFIED WESTERN GROCERS, INC., a California corporation (together with its successors and assigns, “UWG”).
RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • February 10th, 2004 • Unified Western Grocers Inc • Wholesale-groceries, general line • California
This RIGHT OF FIRST REFUSAL AGREEMENT (“Agreement”) is made and entered into as of December 29, 2003 (“Effective Date”) by and among C & K MARKET, INC., an Oregon corporation (the “Company”), Douglas A. Nidiffer, Rex R. Scoggins, and Larry Hage (individually, a “Shareholder”, and collectively, the “Shareholders”), and UNIFIED WESTERN GROCERS, INC., a California corporation (“Unified”). From time to time in this Agreement, the Company, the Shareholders and Unified are referred to individually as a “Party” and collectively as the “Parties”. For and in consideration of the mutual promises and covenants contained herein, as an inducement to Unified to enter into that certain Series A Preferred Stock Exchange Agreement between Unified and the Company, and for other good and valuable consideration as set forth below, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
SERIES A PREFERRED STOCK EXCHANGE AGREEMENT by and between C & K MARKET, INC. and UNIFIED WESTERN GROCERS, INC. Dated as of December 29, 2003Series a Preferred Stock Exchange Agreement • February 10th, 2004 • Unified Western Grocers Inc • Wholesale-groceries, general line • California
THIS SERIES A PREFERRED STOCK EXCHANGE AGREEMENT (“Agreement”) is entered into and executed as of December 29, 2003, by and between C & K Market, Inc., an Oregon corporation (the “Company”), and Unified Western Grocers, Inc., a California corporation (“UWG”).
FIRST AMENDMENT TO AGREEMENT REGARDING ASSETSAgreement Regarding Assets • February 10th, 2004 • Unified Western Grocers Inc • Wholesale-groceries, general line
This First Amendment to Agreement Regarding Assets (the “Amendment”) is entered into as of December 19, 2003, by and among Unified Western Grocers, Inc., a California corporation (“Unified”), AH Investors, LLC, a California limited liability company (“AH”), and TDH Investors, LLC, a California limited liability company (“TDH”), who agree as follows:
CONTINUING GUARANTYContinuing Guaranty • February 10th, 2004 • Unified Western Grocers Inc • Wholesale-groceries, general line • California
This Continuing Guaranty dated as of December 29, 2003 is executed by those of the shareholders in C&K Market, Inc., an Oregon corporation (the “Company”), who are identified on the signature pages hereto (collectively, jointly and severally as “Guarantors”), each of which is one of the “Controlling Shareholders” identified in the Shareholders Agreement referred to below, in favor of Unified Western Grocers, Inc., a California corporation (together with its successors and assigns “UWG”), with reference to the following facts:
