0001193125-07-029181 Sample Contracts

SEVERANCE AGREEMENT FOR VICE PRESIDENTS AND SENIOR VICE PRESIDENTS, AND EXECUTIVE VICE PRESIDENTS WITH LESS THAN THREE YEARS IN AN OFFICER POSITION
Severance Agreement • February 13th, 2007 • Unified Western Grocers Inc • Wholesale-groceries, general line

THIS AGREEMENT (the “Agreement”) is made and entered into as of this 11th day of December, 2006, by and between Unified Western Grocers, Inc. (the “Company”) located at 5200 Shelia Street Commerce, California 90040 and Randall G. Scoville (the “Executive”).

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AMENDMENT TO NOTE PURCHASE AGREEMENT AND CONSENT
Note Purchase Agreement and Consent • February 13th, 2007 • Unified Western Grocers Inc • Wholesale-groceries, general line

THIS AMENDMENT TO NOTE PURCHASE AGREEMENT AND CONSENT (this “Amendment”) is made and dated as of the 19th day of December, 2006, by and among the undersigned current holders of certain Notes issued under the Amended and Restated Note Purchase Agreement referred to in Recital A below, JOHN HANCOCK LIFE INSURANCE COMPANY as collateral agent for the Noteholders (in such capacity, the “Collateral Agent”), and UNIFIED WESTERN GROCERS, INC., a California corporation (the “Company”).

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