AMENDED AND RESTATED LOAN PURCHASE AND SERVICING AGREEMENT

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EXHIBIT 4.16

AMENDED AND RESTATED LOAN PURCHASE AND SERVICING AGREEMENT

dated as of

December 7, 2001

between

GROCERS CAPITAL COMPANY

as Seller and Servicer

and

NATIONAL CONSUMER COOPERATIVE BANK

as Buyer

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TABLE OF CONTENTS

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ARTICLE I DEFINITIONS......................................................... 1

SECTION 1.01 Defined Terms............................................... 1

SECTION 1.02 General Principles Applicable to Definitions................ 14

SECTION 1.03 Accounting Terms............................................ 14

ARTICLE II THE COMMITMENT..................................................... 15

SECTION 2.01 Loans Sold and Purchased as of the Effectiveness Date;

Origination of Loans........................................ 15

SECTION 2.02 Agreement to Purchase and Sell Loans........................ 15

SECTION 2.03 Incremental Purchase........................................ 17

SECTION 2.04 Commitment Termination Date................................. 18

ARTICLE III CLOSING PROCEDURE; CONDITIONS TO PURCHASE......................... 19

SECTION 3.01 Payment..................................................... 19

SECTION 3.02 Effective Date.............................................. 19

SECTION 3.03 Buyer's Conditions Precedent to Acceptance.................. 19

SECTION 3.04 Additional Delivery Requirements for Effectiveness Date..... 21

ARTICLE IV REPRESENTATIONS AND WARRANTIES..................................... 23

SECTION 4.01 Seller's Corporate Representations and Warranties........... 23

SECTION 4.02 Seller's Incremental Purchase Date Representations and

Warranties with respect to Loans............................ 25

SECTION 4.03 Buyer's Representations and Warranties...................... 30

SECTION 4.04 Repurchase Upon Breach of Certain Representations and

Warranties.................................................. 30

SECTION 4.05 Survival of Representations................................. 31

ARTICLE V SERVICING AND COLLECTION............................................ 32

SECTION 5.01 Servicing; Delegation of Authority to Buyer and Servicer.... 32

SECTION 5.02 Maintenance of System; Collection and Maintenance of

Information................................................. 32

SECTION 5.03 Maintenance of Lien Priority................................ 33

SECTION 5.04 Obligor Inquiries; Credit and Collection Policies........... 33

SECTION 5.05 Obligor Defaults............................................ 34

SECTION 5.06 Servicer Reports; Annual Audit.............................. 35

SECTION 5.07 Loan and Other Payments..................................... 35

SECTION 5.08 Computation and Payment of Periodic Payments, Servicing Fees

and Guaranty Fees; Servicer's Expenses...................... 37

SECTION 5.09 Applicable Rate............................................. 38

SECTION 5.10 Concerning Insurance on Collateral.......................... 38

SECTION 5.11 Access to Certain Documentation and Certain Information

Regarding the Loans......................................... 39

SECTION 5.12 Servicer Representations and Warranties..................... 39

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SECTION 5.13 Servicer's Resignation.................................... 40

ARTICLE VI SELLER'S AND SERVICER'S COVENANTS................................ 41

SECTION 6.01 Covenants................................................. 41

ARTICLE VII SELLER OBLIGATIONS AND REPURCHASE OPTIONS....................... 47

SECTION 7.01 Repurchase of Loans....................................... 47

SECTION 7.02 Minimal Balances.......................................... 47

SECTION 7.03 Repurchase of Expansion Loans............................. 47

SECTION 7.04 Repurchase of Loans on the Seventh Anniversary of the

Commitment Termination Date............................... 48

ARTICLE VIII SERVICER DEFAULT............................................... 49

SECTION 8.01 Servicer Defaults......................................... 49

SECTION 8.02 Buyer to Act; Appointment of Successor.................... 50

SECTION 8.03 Effects of Servicing Transfer............................. 51

ARTICLE IX TERMINATION EVENTS............................................... 52

SECTION 9.01 Termination Events........................................ 52

SECTION 9.02 Consequences of Termination Event......................... 53

SECTION 9.03 Remedies of a Secured Party............................... 53

ARTICLE X MISCELLANEOUS..................................................... 55

SECTION 10.01 Further Assurances....................................... 55

SECTION 10.02 Indemnities.............................................. 55

SECTION 10.03 No Waiver: Remedies Cumulative........................... 55

SECTION 10.04 Governing Law............................................ 56

SECTION 10.05 Consent to Jurisdiction; Waiver of Immunities............ 56

SECTION 10.06 Notices.................................................. 56

SECTION 10.07 Assignment............................................... 56

SECTION 10.08 Capital Markets Funding.................................. 56

SECTION 10.09 Severability............................................. 56

SECTION 10.10 Attorney's Fees.......................................... 57

SECTION 10.11 Setoff................................................... 57

SECTION 10.12 Limitation on Third Party Beneficiaries.................. 57

SECTION 10.13 Term of Agreement........................................ 57

SECTION 10.14 Entire Agreement; Amendment.............................. 57

SECTION 10.15 Headings................................................. 57

SECTION 10.16 Counterparts............................................. 57

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AMENDED AND RESTATED

LOAN PURCHASE AND SERVICING AGREEMENT

This AMENDED AND RESTATED LOAN PURCHASE AND SERVICING AGREEMENT (this

"Agreement") is executed as of December 7, 2001, by and between GROCERS CAPITAL

COMPANY, a California corporation ("GCC"), as Seller (in such capacity, the

"Seller") and as Servicer (in such capacity, the "Servicer"), and NATIONAL

CONSUMER COOPERATIVE BANK, a financial institution organized under the laws of

the United States (the "Buyer").

RECITALS

WHEREAS GCC and Buyer entered into that certain Loan Purchase and Servicing

Agreement dated as of August 29, 1996 (as amended, the "Original Loan Purchase

and Servicing Agreement");

WHEREAS GCC and Buyer desire (i) to amend and restate the Original Loan

Purchase and Servicing Agreement as set forth in this Agreement and (ii) in

connection therewith, amend and restate the Original Guaranty Agreement as set

forth in the Amended and Restated Guaranty Agreement; and

WHEREAS the Loans outstanding under the Original Loan Purchase and

Servicing Agreement (each an "Original Loan" and, collectively, the "Original

Loans"), shall remain outstanding as Loans under, and subject to, the terms of

this Agreement.

NOW THEREFORE, for full and fair consideration, the parties hereto agree

as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Defined Terms. The following terms, as used herein, have the

following meanings:

"Affiliate" shall mean, with respect to a Person, any other Person (or

group of related Persons) which (i) directly or indirectly controls, is

controlled by or is under common control with, such Person, or (ii) directly or

indirectly owns more than 10% of such Person's voting stock. The term "control"

means the possession, directly or indirectly, of the power to direct or cause

the direction of the management and policies of a Person, whether through the

ownership of voting securities, by contract or otherwise; provided, however,

that the mere fact that a representative of a Unified Patron serves and acts as

a director of Unified or Seller shall not cause such Unified Patron to be an

Affiliate of Unified or Seller.

"Agent" shall mean NCB, in its capacity as Agent under the Portfolio Credit

Facility.

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"Applicable Rate" shall mean, for each Loan, the rate determined pursuant

to Section 5.09.

"Assignment and Assumption Agreement" shall mean the Assignment and

Assumption Agreement and General Release dated as of October 2, 2000 by and

among URI, Unified, GCC and NCB.

"Bank Act" shall mean the National Consumer Cooperative Bank Act, 12

U.S.C.(S)(S) 3001-3051, and any regulations and policies adopted thereunder.

"Business Day" shall mean any day other than Saturday, Sunday and a day on

which commercial banks in Washington, D.C., and Los Angeles, California, are

authorized to close.

"Buyer" shall mean NCB, as buyer hereunder.

"Cash Flow Ratio" means, with respect to any Obligor of any Loan as of any

date of determination, a fraction expressed as a ratio where the numerator is

equal to the sum of: (i) profits before taxes for such Obligor, (ii) interest

expense for such Obligor, (iii) depreciation for such Obligor, (iv) amortization

for such Obligor and (v) employee stock ownership plan (ESOP)

contribution/compensation expense for such Obligor, if a leveraged transaction

(each of the foregoing being determined in accordance with GAAP consistently

applied for the most recently ended period of 12 fiscal months of such Obligor),

and where the denominator is equal to the aggregate scheduled principal and

interest payments in respect of indebtedness of such Obligor due during the

ensuing period of 12 consecutive months.

"Cash Interest Expense" shall mean, for any period, gross interest expense

for such period determined in accordance with GAAP.

"Code" shall mean the Internal Revenue Code of 1986, as amended from time

to time.

"Collateral" shall mean all or any portion of any collateral, whether real

or personal, tangible or intangible, or otherwise, pledged by any Obligor or

Loan Guarantor to secure repayment of its Loan and the related Note (other than

Cooperative Assets).

"Collateral Coverage Ratio" means, with respect to any Loan, a fraction

expressed as a ratio where the numerator is equal to the sum of: (i) the net

book value of inventory, and other assets other than furniture, fixtures,

equipment and real estate of the Obligor of such Loan, (ii) the greater of (a)

the net book value of furniture, fixtures and equipment of the Obligor and (b)

the product of 3.5 multiplied by average weekly sales of such Obligor up to a

maximum of the gross book value of such furniture, fixtures and equipment and

(iii) the appraised value of real estate of the Obligor which complies in all

respects with the Credit and Collection Policy, and where the denominator is the

aggregate outstanding principal balance of all loans secured in whole or in part

by any of the above described assets.

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"Collections" shall mean any and all amounts received from or on behalf of

the Obligors in respect of Loans and related Notes or Related Documents during

any applicable Due Period regardless of how received and including, without

limitation, receipt of Scheduled Payments, payments from Loan Guarantors,

Liquidation Proceeds and Insurance Proceeds.

"Commitment Termination Date" shall have the meaning set forth in Section

2.04.

"Consolidated Net Worth" shall mean, with respect to any Person, as of any

date, the aggregate shareholders' equity of such Person and its Subsidiaries

that would be shown on a consolidated balance sheet as of such date.

"Consolidated Tangible Net Worth" shall mean, with respect to any Person,

at any date, Consolidated Net Worth less (i) all assets which should be

classified as intangible assets (such as goodwill, patents, trademarks,

copyrights, franchises and covenants not to compete) and (ii) to the extent not

already deducted from total assets, all reserves including those for deferred

income taxes, depreciation, obsolescence or amortization of properties and (iii)

all capital stock or other investments in any direct or indirect subsidiary

other than in (x) any offshore investment subsidiary, or (y) a subsidiary having

all or substantially all of its operations in the United States.

"Controlled Group" shall mean, with respect to any Person, all members of a

controlled group of corporations and all trades or businesses (whether or not

incorporated) under common control which (1) together with such Person are

treated as a single employer under Section 414(b) or 414(c) of the Code or (2)

solely for purposes of potential liability under Section 302(c)(11) of ERISA and

Section 412(c)(11) of the Code and the lien created under Section 302(f) of

ERISA and Section 412(n) of the Code, described in Section 414(m) or (n) of the

Code, includes such Person as a member.

"Cooperative Assets" shall mean the assets (including cash) owned or earned

by an Obligor relating to its membership in Unified, including Unified's capital

stock and patronage dividends.

"CPLTD" shall mean, with respect to any Person, as of any date, that

portion of such Person's long-term Debt (that is, Debt with a term of greater

than one year) which matures and is due and payable within one year.

"Credit Agreement" shall mean the Secured Revolving Credit Agreement, dated

as of September 29, 1999, by and among Unified, the lenders named therein and

Cooperatieve Centrale Raiffeisen - Boerenleenbank B.A., "Rabobank Nederland",

New York Branch, as Agent, as the same may be modified, amended, supplemented or

replaced from time to time.

"Credit and Collection Policy" shall mean, with respect to GCC, the credit,

collection, enforcement and other policies and practices of GCC relating to

Loans, related Notes and Related Documents existing on the Effectiveness Date

and as set forth in Exhibit A hereto, as the same may be modified from time to

time with the consent of the Buyer, which consent will not be unreasonably

withheld.

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"Cross Collateral" shall mean, with respect to any Loan, all or any portion

of the Primary Collateral pledged to secure (i) on a parity basis, any other

Obligor Group Loan or Loans previously purchased by the Buyer, and/or (ii) on a

subordinated basis, any other notes or indebtedness of the Obligor or any member

of its Obligor Group, which Primary Collateral, in either case, also secures

such Loan.

"Debt" of any Person shall mean at any date, without duplication, (i) all

obligations of such Person for borrowed money, (ii) all obligations of such

Person evidenced by bonds, debentures, notes or other similar instruments or

agreements (including obligations of the parties under this Agreement or the

Guaranty Agreement), (iii) all obligations of such Person to pay the deferred

purchase price of property or services other than trade payables and open

accounts arising in the ordinary course, (iv) all obligations of such Person as

lessee which are capitalized in accordance with generally accepted accounting

principles, (v) all Debt secured by a lien on any asset owned of such Person,

whether or not such Debt is otherwise an obligation of such Person which Debt,

if Non-Recourse Debt to such Person, shall be deemed to be in an amount equal to

the lesser of the principal amount of such obligations or the aggregate fair

market value of such assets, and (vi) all Guaranteed Debt (including, in the

case of the Guarantor, the Guarantor's obligations under the Guaranty

Agreement).

"Defaulted Loan" shall mean, as of any date, a Loan with respect to which

any of the following has occurred: (a) there has occurred an Obligor Default

with respect to such Loan and such Obligor Default has been continuing for a

period of 45 days, or (b) the Obligor under such Loan has sought protection

under the United States Bankruptcy Code or is the subject of an involuntary

bankruptcy.

"Determination Date" shall mean the Business Day before each Payment Date.

"Due Date" shall mean the day on which the Scheduled Payment is due from

the Obligor on a Loan.

"Due Period" shall mean, with respect to any Payment Date, the calendar

month preceding the month in which such Payment Date occurs.

"EBITDA" shall mean, for any Person, for any period, the consolidated net

income (or net loss) of such Person for such period, plus (a) the sum of (i)

depreciation expense, (ii) amortization expense, (iii) Cash Interest Expense,

(iv) total income tax expense, and (v) extraordinary or unusual losses (and

other after-tax losses on sales of assets outside of the ordinary course of

business and not otherwise included in extraordinary or unusual losses), less

(b) the sum of (i) extraordinary or unusual gains (and other after tax gains on

sales of assets outside of the ordinary course of business and not otherwise

included in extraordinary or unusual gains) of the Person for such period and

(ii) the net income (or loss) of any Person that is accounted for by the equity

method of accounting, except to the extent of the amount of dividends or

distributions paid to such Person.

"Effectiveness Date" shall mean the date when all of the conditions set

forth in Section 3.04 have been satisfied.

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"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as

amended from time to time.

"Existing Loan Representation" shall mean a representation or warranty made

by Seller with respect to an Original Loan under the Original Loan Purchase and

Servicing Agreement.

"Expansion Loan" shall mean any Loan (other than an Original Loan) (A) the

proceeds of which shall be used by the related Obligor to finance capital or

leasehold improvements, inventory or to expand or renovate a grocery store, (B)

which, on the applicable Incremental Purchase Date, satisfies all of the terms

and conditions of this Agreement (including, without limitation, Section

3.03(m)), and (C) with respect to which (i) the Collateral Coverage Ratio is

less than 1:1, (ii) the Cash Flow Ratio for the related Obligor is less than

1.1:1 and/or (iii) the related Obligor does not have a positive net worth.

"Expansion Loan Projections" shall have the meaning set forth in Section

3.03(m).

"Expansion Loan Repurchase Date" shall mean, with respect to any Expansion

Loan, the date which is twelve months following the Incremental Purchase Date on

which the Seller sold such Expansion Loan to the Buyer.

"GAAP" has the meaning specified in Section 1.03.

"GCC" shall mean Grocers Capital Company, a California corporation, and its

Successors and assigns.

"Government Approval" shall mean an approval, permit, license,

authorization, certificate or consent of any Governmental Authority.

"Governmental Authority" shall mean the government of the United States or

any State or any foreign country or any political subdivision of any thereof or

any branch, department, agency, instrumentality, court, tribunal or regulatory

authority which constitutes a part or exercises any sovereign power of any of

the foregoing.

"Guaranteed Debt" shall mean, as applied to any debt, for any Person (i) a

guarantee by such Person (other than by endorsement for collection in the

ordinary course of business), direct or indirect, in any manner, of any part or

all of such debt or (ii) a similar agreement, direct or indirect, contingent or

otherwise, providing for the payment or performance (or payment of damages in

the event of non-performance) of such Person of any part or all of such debt.

The amount of any Guaranteed Debt of such Person shall be deemed to be the

maximum amount of the debt guaranteed for which the guarantor could be held

liable under such Guaranteed Debt.

"Guarantor" shall mean GCC and its Successors and assigns.

"Guarantor Default" shall have the meaning given in Section 5.01 of the

Guaranty Agreement.

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"Guaranty" shall have the meaning given in the Guaranty Agreement.

"Guaranty Agreement" means the Amended and Restated Guaranty Agreement,

dated as of the date hereof, by and between Buyer and Guarantor, as the same may

be amended and supplemented from time to time.

"Guaranty Amount" shall have the meaning given in the Guaranty Agreement.

"Guaranty Fee" shall have the meaning given in Section 2.02 of the Guaranty

Agreement.

"Guaranty Payments" shall mean the amounts paid by Guarantor to the

Servicer, for the benefit of the Buyer, pursuant to the Guaranty.

"Incremental Purchase" shall have the meaning ascribed to such term in

Section 2.03 hereof.

"Incremental Purchase Date" shall mean the date (which shall be the first

Business Day of a month, or such other day as the Buyer shall agree) of each

Incremental Purchase.

"Insurance Proceeds" shall mean proceeds paid by any insurer pursuant to

any insurance policy covering a Loan or Collateral, including but not limited

to, title, hazard, life, health and/or accident insurance policies.

"Interest Accrual Period" shall mean, with respect to each Payment Date,

the period commencing on the first day of the month preceding such Payment Date

and ending on the last day of the month preceding such Payment Date.

"Investment Agreement" shall mean the Third Amended and Restated Investment

Agreement dated as of October 2, 2000, by and among GCC and Unified.

"LIBOR" shall mean, for any LIBOR Period (and each Interest Accrual Period

during such LIBOR Period), the quotient of (i) the rate for deposits in U.S.

dollars for a period of ninety (90) days which appears on the screen designated

as page "LIBOR" on the appropriate display on the Bloomberg Financial Markets

System (or such other screen as may replace same on such service) at 11:00 A.M.

(London time) on the related LIBOR Determination Date divided by (ii) the number

equal to 100% minus the daily average of the stated maximum rate (rounded upward

to the nearest 1/100 of 1% (0.01%)), as determined by Buyer in accordance with

its usual procedures (which determination shall be conclusive in the absence of

manifest error), at which reserves are required to be maintained during such

LIBOR Period (including supplemental, marginal, and emergency reserves) under

Regulation D of the Board of Governors of the Federal Reserve System by Buyer

against "Eurocurrency liabilities" (as such term is defined in Regulation D),

but without benefit or credit of proration, exemptions, or offsets that might

otherwise be available to Buyer from time to time under Regulation D. Without

limiting the generality of clause (ii) of the preceding sentence, such clause

(ii) shall include any other reserves required by law to be maintained by Buyer

against (x) any category of liabilities that includes deposits by reference to

which LIBOR is

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being determined and (y) any category of extension of credit or other assets

that includes the Loans. If the rate described in clause (i) of the first

sentence of this definition does not appear as contemplated therein, then the

rate in such clause (i) for such LIBOR Period will be the rate described in such

clause (i) as determined on the immediately preceding LIBOR Determination Date.

Each determination of LIBOR by Buyer including, but not limited to, any

determination as to the applicability or allocability of reserves to

eurocurrency liabilities or as to the amount of such reserves, shall be

conclusive and final in the absence of manifest error.

"LIBOR Business Day" shall mean any Business Day on which commercial banks

are open for dealings in Dollar deposits in London.

"LIBOR Determination Date" shall mean the second LIBOR Business Day prior

to the commencement of each LIBOR Period.

"LIBOR Period" shall mean (i) for the initial LIBOR Period, the period

commencing on the Effectiveness Date and ending on March 31, 2002, and (ii) for

each LIBOR Period thereafter, the period commencing on the first day of the

applicable calendar quarter (October 1, January 1, April 1 or July 1, as the

case may be) and ending on the last day of such calendar quarter (December 31,

March 31, June 30 or September 30, as the case may be).

"Liquidated Loan" shall mean any Defaulted Loan as to which the Servicer

has determined that all amounts which it reasonably and in good faith expects to

recover have been recovered from or on account of such Loan; provided, however,

that a Loan which has not been determined to have become a Liquidated Loan

within two months after becoming a Defaulted Loan shall be deemed a Liquidated

Loan on the two month anniversary date of such Loan becoming a Defaulted Loan. A

Loan which is deemed a Liquidated Loan shall be due and payable on the date so

deemed.

"Liquidation Losses" shall mean, with respect to any Liquidated Loan, on

any date, the amount by which (A) the sum of (i) the Principal Balance of such

Loan, and (ii) accrued and unpaid interest thereon at the Applicable Rate,

exceeds (B) the Net Liquidation Proceeds and Insurance Proceeds thereon, if any.

"Liquidation Proceeds" shall mean cash (other than Insurance Proceeds) and

any other amounts received in connection with the liquidation of Defaulted Loans

and from Loans with respect to which an Obligor Event has occurred and, in each

case, related Collateral, whether through trustee's sale, foreclosure sale or

otherwise.

"Loan" shall mean each loan, including each Non-Conforming Loan and

Expansion Loan, in each case whether existing on the date hereof or hereafter

arising, originated by Seller in the ordinary course of its business and sold

and transferred from time to time to the Buyer pursuant to this Agreement,

together with the Property related thereto, the Loans subject to this Agreement

being identified on the Loan Schedules.

"Loan File" or "Loan Files" shall have the meaning set forth in Section

2.02(b).

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"Loan Guarantor" shall mean any Person who (i) guarantees an Obligor's

payment and/or other obligations under any Loan, (ii) co-signs, or is a co-maker

on, the related Note, or (iii) otherwise supports, either in a primary or

secondary position, an Obligor's obligations with respect to a Loan, the related

Note or other Related Documents.

"Loan Interest Rate" shall mean, with respect to any date, the

then-applicable annual rate of interest borne by a Loan, pursuant to its terms,

which, as of the Effectiveness Date (in the case of the Original Loans) or the

applicable Incremental Purchase Date (in the case of all other Loans), is shown

on the applicable Loan Schedule.

"Loan Schedule" shall mean, with respect to the Original Loans, the

schedules of Original Loans delivered to Buyer prior to the Effectiveness Date

pursuant to the Original Loan Purchase and Servicing Agreement, and, with

respect to each of the Loans that is not an Original Loan, the schedule of Loans

delivered to the Buyer on or before each Incremental Purchase Date, such

schedule identifying each Loan to be purchased pursuant to such Incremental

Purchase by the name and address of the Obligor (and, if different from such

address, the location of the grocery store to which such Loan relates) and the

following information with respect to each such Loan: (i) the Principal Balance

as of the close of business on the day preceding the applicable Incremental

Purchase Date, (ii) the account number on Seller's records, (iii) the original

principal amount of the Loan, (iv) the date the Loan was made and original

number of months to maturity and original amortization period, in months, (v)

the Loan Interest Rate as of the applicable Incremental Purchase Date and

whether such Loan Interest Rate is fixed or variable, (vi) the dates on which

Scheduled Payments are due and when the first Scheduled Payment was due, (vii)

the schedule of Scheduled Payments applicable to such Loan, (viii) amortization

method and period, (ix) the remaining number of months in the amortization

period as of the applicable Incremental Purchase Date, (x) if the Loan has a

variable Loan Interest Rate, the margin which is added to the Prime Rate to

determine the Loan Interest Rate, the maximum and minimum Loan Interest Rates,

if applicable, the Loan Interest Rate adjustment frequency and the Loan payment

adjustment frequency, (xi) whether such Loan is an Original Loan, (xii) the

remaining term to maturity as of the applicable Incremental Purchase Date,

(xiii) for Loans other than Expansion Loans, the Cash Flow Ratio and the

Collateral Coverage Ratio as of such Incremental Purchase Date (including the

work product by which such ratios were determined and the Loans taken into

account in determining the Collateral Coverage Ratio), (xiv) the aggregate

Principal Balance of the related Obligor Group Loans (including such Loan) as of

the close of business on the Incremental Purchase Date for such Loan, (xv)

whether such Loan has Cross Collateral, (xvi) whether such Loan is secured by

real estate Collateral and (xvii) whether such Loan is an Expansion Loan and, if

so, the related Expansion Loan Repurchase Date.

"Margin" shall mean (a) for each Loan which is an Original Loan, 150 basis

points and (b) for each Loan which is not an Original Loan, 200 basis points.

"Maximum Purchase Amount" shall mean $70,000,000 in aggregate Principal

Balance outstanding at any time less the aggregate Principal Balance of

"Assigned Loans" as defined in the Assignment and Assumption Agreement.

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"Minimum Documentation" shall mean, with respect to a Loan secured by any

real estate Collateral, (i) a statement or estimation by Seller as to the

assessed value of the related mortgaged property, and (ii) copies of any title

search or report which may have been prepared by an attorney or title company

relating to the mortgaged property.

"Modification Losses" shall mean, with respect to any Restructured Loan, as

to any date, the amount, on such date, by which (A) the present value of all

payments which would have been scheduled to be made on such Loan if such Loan

had not become a Restructured Loan, exceeds (B) the present value of all

payments scheduled to be made on such Restructured Loan.

"Monthly Interest Amount" shall have the meaning given in Section 5.08.

"Monthly Report" shall mean the monthly report prepared by the Servicer

substantially in the form of Exhibit B hereto.

"Multiemployer Plan" shall mean, for any Person, a "multiemployer plan" as

defined in Section 4001(a)(3) of ERISA which is or was at any time during the

current year or the immediately preceding five years contributed to by such

Person or any member of a Controlled Group on behalf of its employees and which

is covered by Title V of ERISA.

"NCB" shall mean National Consumer Cooperative Bank, a financial

institution organized under the laws of the United States, and its Successors

and assigns.

"Net Liquidation Proceeds" shall mean Liquidation Proceeds net of the sum

of (i) amounts required to be released to the related Obligor pursuant to

applicable law, and (ii) unreimbursed reasonable fees and expenses incurred by

NCB or the Servicer in servicing the liquidation of a Defaulted Loan or Loan

with respect to which an Obligor Event has occurred, as the case may be.

"Non-Conforming Loan" shall have the meaning given in Section 2.01 hereof.

"Non-Recourse Debt" shall mean debt or that portion of debt of any Person

or a Subsidiary of such Person as to which (a) the holders of such debt agree

that they will look solely to the property securing such debt for payment on or

in respect of such debt and (b) no default with respect to such debt would

permit (after notice or passage of time or both) according to the terms thereof,

any holder of any debt for money borrowed by such Person or a Subsidiary of such

Person to declare a default on such debt or cause the payment thereof to be

accelerated or payable prior to stated maturity.

"Note" shall mean the promissory note (or notes) in substantially the

form(s) included in Exhibit C hereto evidencing the indebtedness of an Obligor

under a Loan.

"Obligor" shall mean the Person or Persons primarily obligated to repay a

Loan and the indebtedness evidenced by the related Note including, without

limitation, all Persons executing such Note.

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"Obligor Default" shall mean (a) the failure by an Obligor to pay when due

(whether a Scheduled Payment, at maturity, upon required prepayment,

acceleration, demand or otherwise) the Loan and the indebtedness evidenced by

the related Note or any Related Document, or any interest or premium thereon,

which failure continues after the applicable grace period, if any, specified in

such Note or Related Document relating to such Loan; or (b) the failure by an

Obligor to perform any term or covenant on its part to be performed under any

Loan, related Note or Related Document which failure continues after the

applicable grace period, if any, specified in the Note or Related Document, if

the effect of such failure to perform is to accelerate or to permit the

acceleration of the maturity of the indebtedness evidenced by such Note or

Related Document; or (c) the occurrence of an event or condition whereby the

indebtedness related to the Loan of any Obligor shall be declared to be due and

payable or required to be prepaid (other than by regularly scheduled required

prepayment) prior to the stated maturity thereof.

"Obligor Event" shall mean, with respect to a Loan, (a) the failure by an

Obligor to pay when due (whether a Scheduled Payment, at maturity, upon required

prepayment, acceleration, demand or otherwise) the Loan and the indebtedness

evidenced by the related Note or any Related Document, or any interest or

premium thereon, which failure continues after the applicable grace period, if

any, specified in such Note or Related Document relating to such Loan; or (b)

any representation or warranty made or given hereunder with respect to such Loan

shall have been false or incorrect when made or given; or (c) the making by an

Obligor of a prepayment of the Loan (whether such prepayment is optional or

required, or pursuant to the acceleration thereof, or otherwise).

"Obligor Financial Statements" shall mean the balance sheets and related

statements of income prepared in good faith by or for the Obligor and in

accordance with the requirements, if any, of the Related Documents. For purposes

of determining the Cash Flow Ratio and Collateral Coverage Ratio, the financial

statements reflecting the most recently-available fiscal year's results will be

used, provided that if such financial statements reflect a period ended more

than nine months earlier, an interim statement covering at least two quarters'

results shall be used.

"Obligor Group" shall include an Obligor and any of its Affiliates and

Subsidiaries.

"Obligor Group Loans" shall mean all Loans purchased by the Buyer with

respect to any member of an Obligor Group.

"Operating Agreement" shall mean the Third Amended and Restated Operating

Agreement dated as of October 2, 2000, by and among GCC and Unified.

"Original Guaranty Agreement" shall have the meaning set forth

in the recitals to this Agreement.

"Original Loan" and "Original Loans" shall have the meanings set forth in

the recitals to this Agreement.

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"Original Loan Purchase and Servicing Agreement" shall have the

meaning set forth in the recitals to this Agreement.

"Payaheads" shall mean, with respect to a Due Period, any amounts

received on a Loan in excess of the Scheduled Payment due on the Due Date

relating to such Due Period which does not constitute either a Principal

Prepayment or payment with respect to an overdue amount. Payaheads are payments

of principal for purposes of this Agreement.

"Payment Date" shall mean the 5th Business Day of each calendar

month, commencing January 8, 2002.

"Periodic Payment" shall have the meaning given in Section 5.08.

"PBGC" shall mean the Pension Benefit Guaranty Corporation or any

entity succeeding to any or all of its functions under ERISA.

"Person" shall mean an individual, a corporation, a partnership,

an association, a trust or other entity or organization, including a government

or political subdivision or any agency or instrumentality thereof.

"Plan" shall mean, for any Person, at any time, an employee

pension benefit plan, other than a Multiemployer Plan, which is covered by Title

IV of ERISA or subject to the minimum funding standards under Section 412 of the

Code and is either (i) maintained by such Person or any member of a Controlled

Group for employees of such Person or any member of such Controlled Group or

(ii) maintained pursuant to collective bargaining agreement or other arrangement

under which more than one employer makes contributions and to which such Person

or any member of a Controlled Group is then making or accruing an obligation to

make contributions or has within the preceding five (5) plan years made

contributions.

"Portfolio Credit Facility" shall mean any loan agreement or other

credit facility by and between NCB and GCC.

"Primary Collateral" shall mean that portion of the Collateral in

which Seller had, prior to the sale and assignment hereunder, first priority

perfected security interests; provided that real estate Collateral shall not be

considered Primary Collateral.

"Prime Rate" shall mean the "Prime Rate" from time to time

announced by Union Bank of California, San Francisco, California; provided,

however, that if such rate is not announced, the Prime Rate shall be a

substantially comparable index selected by the Seller and approved by the Buyer.

"Principal Balance" shall mean, with respect to any Loan, at any

date, (i) the principal balance of the Loan outstanding as of the Effectiveness

Date (in the case of Original Loans) or the Incremental Purchase Date (in the

case of all other Loans) on which such Loan, as the case may be, was purchased

(without giving effect to any payment due or received on such date), minus (ii)

the sum of (a) the principal portion of the Scheduled Payments received during

each Due Period ending prior to the most recent Payment Date, which were

distributed

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to the Buyer, and to the Servicer and the Guarantor, as the case may be,

pursuant to Section 5.08 on any previous Payment Date, (b) all Principal

Prepayments and Payaheads, and (c) all Insurance Proceeds, Net Liquidation

Proceeds, Guaranty Payments and Repurchase Proceeds to the extent applied as

recoveries of principal in accordance with the provisions hereof, which were

distributed to the Buyer, and to the Servicer and the Guarantor, as the case may

be, pursuant to Section 5.08 on any previous Payment Date.

"Principal Prepayment" shall mean any payment or other recovery of

principal on a Loan equal to the Principal Balance thereof, received in advance

of the final scheduled Due Date which is intended to satisfy a Loan in full.

"Property" shall mean the Loans, the related Notes, Related

Documents, Collateral pledged to secure the Loans, and, as more fully set forth

in Section 2.02(a), all of the other rights, title and interest of the Seller

conveyed and sold pursuant to Sections 2.01 and 2.02(a).

"Purchase Price" shall have the meaning given in Section 3.01.

"Rating Agency" shall mean Standard & Poor's, Moody's Investors

Service, Inc., or any Successor of either, or any other nationally-recognized

rating agency.

"Related Documents" shall mean with respect to each Loan and

related Note, the security agreement, assignment and guarantees substantially in

the forms included in Exhibit C hereto, and any other loan agreement, mortgage,

assignment of lease and other document, instrument or assignment reasonably

acceptable to the Buyer, including all amendments or modifications of any of the

foregoing (other than the Supply Agreement between such Obligor and Unified)

executed by the Obligor or other Person on Obligor's behalf in respect of such

Loan and related Note.

"Repurchase Amount" shall mean the amount set forth as such in

Section 2.02(d).

"Repurchased Loans" shall mean all Loans purchased by the

Seller through a payment of Repurchase Proceeds pursuant to Sections 2.02(d),

4.04(a), 7.01, 7.02 and 9.02.

"Repurchase Proceeds" shall mean the amounts received from Seller

with respect to a Repurchased Loan.

"Responsible Officer" shall mean, when used with respect to the

Buyer, Servicer, Guarantor or Seller, any vice chairman of the executive

committee, the president, any vice president (whether or not designated by

numbers or words added before or after the title "vice president"), the

secretary or the treasurer.

"Restructured Loan" shall mean any Defaulted Loan the terms of

which are modified in accordance with Section 5.05.

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"Scheduled Payment" shall mean the regularly scheduled payment of

principal and/or interest required to be made by an Obligor on a Loan pursuant

to the terms of the related Note.

"Seller" shall mean GCC.

"Separate Account" shall have the meaning given in Section 5.07

hereof.

"Servicer" shall mean GCC or its successor (including a Successor

Servicer) under Section 5.05 or 5.13.

"Servicer Default" shall mean any act or occurrence described as a

Servicer Default under Section 8.01 hereof.

"Servicing Account" shall mean the Servicing Account established

pursuant to Section 5.07 of this Agreement, which may be a Separate Account as

required pursuant to Section 5.07, 5.13 or 8.02.

"Servicing Fee" shall have the meaning given in Section 5.08(c)

hereof.

"Servicing Officer" shall mean any officer of the Servicer, or

any agent of the Servicer involved in, or responsible for, the administration or

servicing of the Loans whose names appear on the list of servicing officers

furnished to the Buyer by the Servicer in the certificate pursuant to Section

5.01(d), as such list may from time to time be amended.

"Subsidiary" shall mean, with respect to any Person, any

corporation or other entity of which securities or other ownership interests

having ordinary voting power to elect a majority of the board of directors or

other persons performing similar functions are at the time directly or

indirectly owned by such Person.

"Successor" shall mean, for any corporation or banking

association, any successor by merger or consolidation, or by acquisition of

substantially all of the assets of the predecessor.

"Successor Servicer" shall mean any successor Servicer appointed

pursuant to Section 5.13 or Section 8.02(a) of this Agreement.

"Supply Agreement" shall mean, either individually or

collectively, all agreements between an Obligor and Unified, with respect to the

supply of goods and services by Unified to such Obligor.

"Termination Date" shall mean the first date on which each Loan

shall have been (i) paid in full, or (ii) repurchased by Seller pursuant to

Section 2.02(d), 4.04, 7.01, 7.02 or 9.02 hereof.

"Termination Event" shall have the meaning given in Section 9.01.

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"Transfer Letter" shall mean the transfer letter relating to the

Servicing Account described in Section 3.04(i) hereof.

"Unfunded Vested Liability" shall mean, with respect to any Person

and any Plan, at any time, the amount (if any) by which (a) the present value of

all vested nonforfeitable benefits under such Plan exceeds (b) the fair market

value of all Plan assets allocable to such benefits, all determined as of the

then most recent evaluation date for such Plan, but only to the extent that such

excess represents a potential liability of such Person or any member of the

Controlled Group to the PBGC of the Plan under Title IV of ERISA.

"Unified" shall mean Unified Western Grocers, Inc., a California

corporation, and the direct and indirect owner of 100% of the outstanding

capital stock of Seller.

"Unified Patron" shall mean a member-patron of Unified.

"URI" shall mean United Resources, Inc., an Oregon corporation.

SECTION 1.02 General Principles Applicable to Definitions.

Definitions given in Section 1.01 shall be equally applicable to both singular

and plural forms of the terms therein defined and references herein to "he" or

"it" shall be applicable to Persons whether masculine, feminine or neuter.

References herein to any document including, without limitation, this Agreement,

a Loan, a Note and a Related Document shall be deemed a reference to such

document as it now exists, and as, from time to time hereafter, the same may be

amended.

SECTION 1.03 Accounting Terms. Except as otherwise provided

herein, accounting terms not specifically defined shall be construed, and all

accounting procedures shall be performed, in accordance with generally accepted

United States accounting principles ("GAAP") consistently applied.

[End of Article I]

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ARTICLE II

THE COMMITMENT

SECTION 2.01 Loans Sold and Purchased as of the Effectiveness

Date; Origination of Loans. The parties hereto acknowledge that Seller has

assigned, sold, transferred and otherwise conveyed each of the Original Loans to

Buyer pursuant to the Original Loan Purchase and Servicing Agreement. Upon the

Effectiveness Date, each of the Original Loans shall, for all purposes hereof,

be deemed to be "Loans" hereunder. In addition, during the term of this

Agreement, GCC agrees to originate loans with the view to selling such loans to

the Buyer hereunder, provided that nothing herein is intended to prevent Seller

from making loans not expected to be sold and/or not sold to Buyer pursuant to

this Agreement. In determining whether to approve any potential loan with a view

to selling such loan to the Buyer pursuant to this Agreement, the Seller shall

apply the eligible loan, credit and underwriting standards set forth in this

Agreement, as well as information known to the Seller from, among other things,

its current and previous business dealings with a potential Obligor. The Seller

shall only originate and sell, and the Buyer shall only be obligated to

purchase, Loans and Property related thereto satisfying the eligibility, credit,

underwriting and other criteria set forth in this Agreement, to the extent such

Loans are offered for sale and purchased hereunder; provided, that the Buyer

may, but shall be under no obligation to, purchase Loans not meeting such

criteria (each Loan so purchased, a "Non-Conforming Loan") so long as the

criteria not met by each Non-Conforming Loan are set forth in a certificate of a

Responsible Officer of Seller delivered to Buyer on or prior to the date of

Buyer's purchase of each Non-Conforming Loan.

SECTION 2.02 Agreement to Purchase and Sell Loans.

(a) On each Incremental Purchase Date, Seller does hereby

irrevocably assign, sell, set-over, transfer and otherwise convey to the Buyer,

without recourse (but subject to Seller's covenants, representations, warranties

and indemnities specifically provided herein), the following (collectively the

"Property"): all of Seller's right, title and interest (whether now existing or

hereafter acquired) in, to and under (i) each Loan purchased on such date and

any and all moneys of whatsoever nature payable pursuant to each such Loan on

and after such date, including all payments thereon and in respect of the

related Note, all Insurance Proceeds, any Net Liquidation Proceeds, other

Collections, and any other amounts payable in connection with the termination of

such Loan, in each case, whether or not paid or received (ii) all rights,

powers, and remedies of Seller under or in connection with each such Loan,

whether arising under the terms of such Loan, by statute, at law or in equity,

or otherwise arising out of any default by the Obligor under such Loan,

including all rights to exercise any election or option or to make any decision

or determination or to give or receive any notice, consent, approval or waiver

thereunder, (iii) all security interests and lien rights of Seller in each item

of Collateral pledged to secure any such Loan, all additions, alterations,

accessions or modifications thereto or replacement of any part thereof, and all

intangibles and other rights associated with the Collateral, (iv) all rights of

Seller under each Related Document, in each case as the same may be modified,

amended, supplemented or restated from time to time, (v) all documents of title,

books and records concerning the foregoing property (including all computer

programs, tapes, disks and related items containing any such

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<PAGE>

information), and (vi) all proceeds, products, rents or profits of the foregoing

of any nature whatsoever, including all Insurance Proceeds and Net Liquidation

Proceeds. The foregoing transfer, sale, assignment and conveyance does not

constitute and is not intended to result in the creation, or an assumption by

the Buyer, of any obligation of Seller or any other Person in connection with

any Loan, the related Note, Related Documents or Collateral or under any

agreement or instrument relating thereto, including any obligation to any

Obligor.

(b) In connection with each transfer, sale and assignment of

Loans hereunder, the Seller hereby agrees to deliver to the Buyer or its agent

on or before the applicable Incremental Purchase Date, all loan files, documents

and instruments with respect to each Loan transferred and sold on such

Incremental Purchase Date, which Loan Files shall include, but not be limited

to, the following (collectively, the "Loan Files")

(i) the original Note related to such Loan, endorsed

by Seller as follows: "Pay to the order of National Consumer

Cooperative Bank, without recourse" and signed by a Responsible

Officer of Seller, with all prior and intervening endorsements

showing a complete chain of endorsement from the originator to

Seller, if Seller was not the originator;

(ii) the executed original counterparts of the Related

Documents, together with executed originals of all modifications

or amendments thereof;

(iii) an irrevocable power of attorney of Seller to the

Buyer to execute, deliver, file, record or otherwise deal with

the Collateral for such Loan in accordance with this Agreement.

Certain rights under the power of attorney will be delegated by

the Buyer to the Servicer to permit the Servicer, on Buyer's

behalf, to prepare, execute and file of record UCC financing

statements and other notices;

(iv) all documents evidencing or related to any

insurance policies; and

(v) with respect to Loans secured by mortgages on

real property, (A) either: (i) the original mortgage, with

evidence of recording thereon, (ii) a copy of the mortgage

certified as a true copy by a Responsible Officer of Seller where

the original has been transmitted for recording until such time

as the original is returned by the public recording officer or

duly licensed title or escrow officer or (iii) a copy of the

mortgage in those instances where the original recorded mortgage

has been lost; and (B) either: (i) originals of all intervening

assignments, if any, showing a complete chain of title from the

originator to Seller, including warehousing assignments, with

evidence of recording thereon if such assignments were recorded,

(ii) copies of any assignments certified as true copies by a

Responsible Officer of Seller where the originals have been

submitted for recording until such time as the originals are

returned by the public recording officer, or (iii) copies of any

assignments in any instances where the original recorded

assignments have

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been lost; and (C) any available Minimum Documentation and any

other documentation in Seller's possession in respect of such

real property.

(c) It is the intention of the parties to this Agreement that

each conveyance of Seller's right, title and interest in and to the Property

pursuant to this Agreement shall constitute a purchase and sale and not a loan.

If, notwithstanding the foregoing, the conveyance of the Property to the Buyer

hereunder is characterized by any third party as a pledge, the parties intend

that Seller shall be deemed hereunder to have granted to the Buyer a first

priority perfected security interest in all of Seller's right, title and

interest in, to and under the Loans, the Notes, the related Collateral and

Related Documents, and all monies due or to become due with respect thereto

after the applicable Incremental Purchase Date, and that this Agreement shall

constitute a security agreement under applicable law. The Seller shall take all

steps necessary and desirable, or as otherwise may be requested by Buyer, to

reflect the Buyer's security interest in and to and lien on the Loans and

Property.

(d) If the Buyer determines that any documents or documents

constituting a part of a Loan File are missing (other than the Original Note or

original security agreement) or defective (that is, mutilated, damaged, defaced,

incomplete, improperly dated, clearly forged or otherwise physically altered)

with respect to any Loan in any respect which materially and adversely affects

the interests of the Buyer, then the Buyer shall within 10 Business Days notify

Seller, whereupon Seller shall have a period of 30 days within which to correct

or cure any such defect. If any such material defect (other than a defect, with

respect to a Non-Conforming Loan, which has been disclosed to Buyer in

accordance with Section 2.01 hereof) has not been corrected or cured in all

material respects, notwithstanding any other provision of this Agreement, Seller

shall repurchase the related Loan from the Buyer at a price equal to the sum of

(i) the Principal Balance of such Loan as of the first day of the Due Period

during which such repurchase occurs and (ii) an amount equal to interest accrued

at the applicable Loan Interest Rate on such Repurchased Loan to, but not

including, the day on which such repurchase occurs (the "Repurchase Amount").

The Repurchase Amount shall be paid by Seller to the Buyer in immediately

available funds within ten (10) days of the day after which such repurchase

obligation arises and, upon receipt by the Buyer of such amount, the Buyer shall

release or cause to be released to the Seller the related Loan Files and shall

execute and deliver or cause to be executed and delivered such instruments of

transfer or assignment of such Loan, the security interest in the related

Property, in each case without recourse, representation or warranty, as Seller

shall reasonably request (as shall be prepared by and at the expense of Seller).

It is understood and agreed that the obligation of Seller to repurchase any Loan

as to which a material defect in a constituent document exists and to make the

related payments as described in this Section 2.02(d), together with the

indemnification rights contained in Section 10.02 and the right of Buyer to be

reimbursed for reasonable fees and expenses incurred in effecting this

repurchase, shall, constitute the sole remedies against Seller available to the

Buyer with respect to each such defective Loan.

SECTION 2.03 Incremental Purchase.(a) Each of the parties

hereby agrees that, subject to Section 2.01 and to the other terms and

conditions hereof, until the Commitment Termination Date, the Seller may from

time to time on the first Business Day of any month after the Effectiveness

Date, elect to offer to sell to the Buyer and Buyer shall

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purchase certain identified loans out of GCC's portfolio and the Property

related thereto, all on the terms and conditions set forth in this Agreement

(each, an "Incremental Purchase"). Notwithstanding the foregoing, the Buyer

shall not be obligated to make an Incremental Purchase for a principal amount of

less than $2,500,000 (or such other lesser amount as is approved by Buyer) other

than the final Incremental Purchase which may be in such lesser amount as

remains of the Maximum Purchase Amount. In addition the Buyer shall not be

obligated to make an Incremental Purchase (or any portion thereof) to the extent

the aggregate Principal Balance of all Loans (after giving effect to the Loans

to be purchased on such Incremental Purchase Date) purchased hereunder would

exceed the Maximum Purchase Amount.

(b) Subject to satisfaction of all of the applicable terms and

conditions hereof (including, without limitation, Section 3.03(m)), until the

Commitment Termination Date, the Buyer shall from time to time make Incremental

Purchases of Expansion Loans and the Property related thereto, all on the terms

and conditions set forth in this Agreement. Notwithstanding the foregoing, the

Buyer shall not be obligated to make an Incremental Purchase of any Expansion

Loan for a principal amount of less than $250,000 (or such lesser amount as is

approved by the Buyer) other than the final Incremental Purchase of any

Expansion Loan which may be in an amount equal to $5,000,000 minus the aggregate

Principal Balance of all Expansion Loans. In addition, the Buyer shall not be

obligated to make an Incremental Purchase of Expansion Loans to the extent the

aggregate Principal Balance of (i) all Expansion Loans (after giving effect to

the Expansion Loans to be purchased on such Incremental Purchase Date) would

exceed $5,000,000 or (ii) all Loans (after giving effect to all Loans (including

Expansion Loans) to be purchased on such Incremental Purchase Date) would exceed

the Maximum Purchase Amount.

(c) The Seller shall provide the Buyer with written notice of

its intention to request an Incremental Purchase in the form of Exhibit D hereto

no later than five (5) Business Days (or such shorter period as may be

acceptable to Buyer) before each Incremental Purchase. Upon satisfaction of all

terms and conditions contained herein, including under Section 2.02, Buyer shall

pay to the Seller the Purchase Price of each Incremental Purchase on the

applicable Incremental Purchase Date.

SECTION 2.04 Commitment Termination Date. Unless earlier

terminated in accordance with Section 10.13, the initial "Commitment Termination

Date" is October 31, 2004, and the Commitment Termination Date may be extended

by mutual agreement of the parties. The Seller and the Buyer may agree at any

time to set an earlier Commitment Termination Date.

[End of Article II]

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ARTICLE III

CLOSING PROCEDURE; CONDITIONS TO PURCHASE

SECTION 3.01 Payment. Subject to Sections 3.03 and 3.04, the

Buyer shall pay in immediately available funds to Seller, on or before 12:00

noon Washington, D.C. time, on each Incremental Purchase Date, the sum of 100%

of the Principal Balance of each Loan (calculated as of such date, without

giving effect to any payment due or received on such date) sold by the Seller to

Buyer on such Incremental Purchase Date (each such sum, collectively, the

"Purchase Price").

SECTION 3.02 Effective Date. Each sale made pursuant to the

Original Loan Purchase and Servicing Agreement was effective in accordance with

its respective terms, and all right, title and interest in the Original Loans

and the related Property passed to Buyer thereunder. Each sale made pursuant to

Sections 2.01 and 2.03 shall be effective, and all right, title and interest in

the Loans (other than the Original Loans) and the related Property so sold shall

pass to the Buyer, at such time as Buyer shall pay the Purchase Price in respect

thereof.

SECTION 3.03 Buyer's Conditions Precedent to Acceptance. The

obligation of Buyer to pay the Purchase Price on each Incremental Purchase Date

is subject to the fulfillment on or before such Incremental Purchase Date of

each of the following conditions (each relating only to the Loans and related

Property purchased on such date):

(a) Buyer shall have received the original Notes and such Notes

shall have been duly endorsed by Seller without recourse or warranty except as

provided herein, and of the Related Documents;

(b) Buyer shall have received the original executed counterpart

of each Related Document and all other Property with respect to each Loan (or,

to the extent more than one original counterpart exists, all original executed

counterparts of such agreements and Related Documents that are in the possession

of the Seller or any of its Affiliates), and each such Related Document shall be

in a form reasonably satisfactory to Buyer;

(c) With respect to Loans secured by mortgages on real property,

Buyer shall have received (A) either: (i) the original mortgage, with evidence

of recording thereon, (ii) a copy of the mortgage certified as a true copy by a

Responsible Officer of Seller where the original has been transmitted for

recording until such time as the original is returned by the public recording

officer or duly licensed title or escrow officer or (iii) a copy of the mortgage

in those instances where the original recorded mortgage has been lost, as so

certified by the Seller; and (B) either: (i) originals of all intervening

assignments, if any, showing a complete chain of title from the originator to

Seller, including warehousing assignments, with evidence of recording thereon if

such assignments were recorded, (ii) copies of any assignments certified as true

copies by a Responsible Officer of Seller where the originals have been

submitted for recording until such time as the originals are returned by the

public recording officer, or (iii) copies of any assignments in any instances

where the

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original recorded assignments have been lost, as so certified by the Seller; and

(C) all available Minimum Documentation and all other documentation with respect

to each Loan;

(d) The Buyer shall have received Uniform Commercial Code

financing statements on Form UCC-3 (or such other UCC form as required by

applicable law) duly executed by Seller: (i) as "Assignor" evidencing the

assignment to the Buyer by Seller of all security interests in personal property

arising in favor of Seller under the Related Documents, and on the Collateral

relating to the Loans (other than security interests in Cooperative Assets); and

(ii) as "Borrower/Debtor" and executed by all secured parties and assignees (if

any) evidencing the release of the lien of the Agent as "Lender/Secured Party"

under any loan or credit agreement among GCC, as borrower, lenders party

thereto, and NCB as agent and/or lender; and (iii) as "Borrower/Debtor" and

executed by all secured parties and assignees (if any) evidencing the release

and discharge of each and every lien, charge, mortgage, encumbrance and right of

any other Person or with respect to the Collateral; in each case, in form and

content sufficient for filing with the applicable location for central filing in

each state where a related form UCC-1 (or such other UCC form as required by

applicable law) is filed and in each state in which any secured party or other

Person having any such lien, charge, mortgage or right is located;

(e) The Buyer shall have received evidence satisfactory to Buyer

in its sole discretion that the security interests arising in its favor under

this Agreement in the Loans, related Notes, related Collateral (other than

Collateral which is not governed by the Uniform Commercial Code unless Buyer, in

its sole discretion, requires otherwise), the Related Documents and the proceeds

thereof has been duly perfected by the filing of all such Uniform Commercial

Code financing statements and the taking of all such other or additional acts as

may be necessary to create a valid and perfected lien of first priority

enforceable against all third parties (other than (i) prior lien holders in the

case of Collateral which is not Primary Collateral (but only to the extent such

lien holders' liens arise with respect to obligations of an Obligor) and (ii) in

Collateral which is not governed by the Uniform Commercial Code) in all

jurisdictions to secure all of Seller's obligations to Buyer;

(f) No Termination Event, and no event which with the giving of

notice or passage of time or both would constitute a Termination Event shall

have occurred and be continuing, and a Responsible Officer of Seller shall have

so certified to Buyer in writing;

(g) Each applicable representation and warranty of the Seller set

forth in Section 4.01 or 4.02 shall be true and correct in all material

respects, and a duly Responsible Officer of Seller shall have so certified to

Buyer in writing in substantially the form of Exhibit E hereto;

(h) Each representation and warranty of Guarantor set forth in

Article 3.01 of the Guaranty Agreement hereof shall be true and correct in all

material respects, and a duly Responsible Officer of Guarantor shall have so

certified to Buyer in writing in substantially the form of Exhibit F hereto;

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(i) Each representation and warranty of Servicer set forth in

Section 5.12 shall be true and correct in all material respects, and a duly

Responsible Officer of Servicer shall have so certified to Buyer in writing in

substantially the form of Exhibit G hereto;

(j) Buyer shall have received the Loan Schedule relating to the

Loans purchased on the applicable Incremental Purchase Date required by this

Agreement;

(k) Buyer shall have received personal credit reports relating to

each Obligor for each Loan purchased on the applicable Incremental Purchase

Date;

(l) With respect to any Loan other than an Expansion Loan, Buyer

shall have received on such Incremental Purchase Date from Seller financial and

other documentation (including, if permitted by the Buyer, projections)

supporting the Seller's calculation of Cash Flow Ratio and Collateral Coverage

Ratio;

(m) With respect to any Expansion Loan, Buyer shall have received

on such Incremental Purchase Date projections, in form and substance reasonably

satisfactory to Buyer, prepared by the applicable Seller (together with such

back up and other work product as the Buyer may reasonably request)

demonstrating that, on the Expansion Loan Repurchase Date, the Cash Flow Ratio

for the related Obligor will be at least 1.1:1, the Collateral Coverage Ratio

for such Expansion Loan will be at least 1:1 and the related Obligor will have a

positive net worth (with respect to each Expansion Loan, the "Expansion Loan

Projections"); and

(n) No "Event of Default" under (and as defined in) the Credit

Agreement shall have occurred and be continuing.

SECTION 3.04 Additional Delivery Requirements for Effectiveness

Date. The obligation of the Buyer to perform any of its obligations under this

Agreement shall be subject to satisfaction of each of the following delivery

requirements on or before the Effectiveness Date (or on or before the other date

specified below) to the reasonable satisfaction of Buyer:

(a) Buyer shall have received the following agreements, each duly

executed by the parties (other than Buyer) thereto:

(i) the Guaranty Agreement;

(ii) this Agreement;

(iii) Assignment and Assumption Agreement; and

(iv) such other agreements and instruments as the

Buyer shall reasonably require.

(b) The Buyer shall have received a Uniform Commercial Code

financing statement on Form UCC-l naming Buyer as "Secured Party" and executed

by Seller as "Debtor" covering the Loans(including the Original Loans) sold and

to be sold hereunder, "Debtor" covering the Loans (including the Original Loans)

sold and to be sold hereunder,

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related Notes, related Collateral, the Related Documents and the proceeds

thereof, in form and content sufficient for filing in the appropriate offices in

the States of California and other appropriate jurisdictions;

(c) Buyer shall have received an opinion of counsel for GCC dated

such date and in a form reasonably acceptable to Buyer, including an opinion to

the effect that this Agreement and the Guaranty Agreement are legal, valid and

binding obligations of GCC, enforceable against GCC under the laws of the State

of California (provided that such opinion need not express an opinion as to the

characterization of the transactions contemplated hereby);

(d) Buyer shall have received in form and substance reasonably

satisfactory to it a certified copy of a resolution adopted by the Board of

Directors of GCC, authorizing the execution, delivery and performance of this

Agreement and the Guaranty Agreement and the endorsement and sale of the Notes

hereunder, together with evidence of the authority and specimen signatures of

the persons who have signed this Agreement and the Guaranty Agreement and

endorse the Notes on behalf of GCC and such other evidence of corporate

authority as Buyer may reasonably require;

(e) Buyer shall have received an officers' certificate from GCC

in a form reasonably acceptable to Buyer.

(f) Buyer shall have received certified copies of request for

information or copies (Form UCC-11 or such other UCC form as required by

applicable law) (or a similar search report certified by parties acceptable to

the Buyer) dated a date reasonably near the date hereof listing all effective

financing statements which name GCC (under its present name or any previous or

"doing business" name) as transferor or debtor and which are filed in

jurisdictions in which the filings were made pursuant to item (b) above together

with copies of such financing statements.

(g) Buyer shall have received evidence of the establishment of

the Servicing Account and the creation of a first priority perfected security

interest therein in favor of Buyer;

(h) Buyer shall have received a duly certified copy of the

executed Operating Agreement (including a duly executed amendment to Section 8

thereof increasing to $15,000,000 the minimum tangible net worth of GCC required

to be maintained by Unified) and the Investment Agreement

(i) A signed and undated transfer letter relating to the

Servicing Account, directing the bank which holds the Servicing Account to

transfer all rights in such Account to the Buyer upon receipt of notice of the

occurrence of a Servicer Default (the "Transfer Letter"); and

(j) Seller shall have satisfied the conditions set forth in

Sections 3.03(a) through (f) and (j).

[End of Article III]

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01 Seller's Corporate Representations and Warranties.

Seller represents and warrants to Buyer as of the Effectiveness Date, as of each

Incremental Purchase Date and as of the date of execution of this Agreement as

follows:

(a) Seller is a corporation duly incorporated, validly existing

and in good standing under the laws of the State of California, is doing

business only under the name "Grocers Capital Company", and is qualified to do

business in each other jurisdiction where the conduct of its business or the

ownership of its properties requires such qualification, and has full corporate

power, authority and legal right to carry on its business as presently

conducted, to own and operate its properties and assets, to execute, deliver and

perform this Agreement and to sell the Loans and related Property.

(b) The execution, delivery and performance by the Seller of this

Agreement and any assignment, any endorsement of the Notes and the sale of any

Loans, related Notes and Related Documents and the security interest in the

related Collateral hereunder have been duly authorized by all necessary

corporate action of Seller, do not require any shareholder approval or the

approval or consent of any trustee or the holders of any Debt of Seller, except

such as have been obtained (certified copies thereof having been delivered to

Buyer), do not contravene any law, regulation, rule or order binding on it or

its Articles of Incorporation or Bylaws and do not contravene the provisions of

o