Note Purchase Agreement and Consent Sample Contracts

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT AND CONSENT
Note Purchase Agreement and Consent • April 28th, 2008 • Max & Ermas Restaurants Inc • Retail-eating places • New York

This SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT AND CONSENT (this “Amendment and Consent”) is entered into as of April 28, 2008, by and between Max & Erma’s Restaurants, Inc., a Delaware corporation (the “Borrower”), and FriedbergMilstein Private Capital Fund I (the “Purchaser”).

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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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