0001193125-08-252256 Sample Contracts

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • December 12th, 2008 • Unified Grocers, Inc. • Wholesale-groceries, general line

THIS SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) is made and dated as of the 7th day of November, 2008, 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 GROCERS, INC. (formerly known as Unified Western Grocers, Inc.), a California corporation (the “Company”).

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