Exhibit 10.7.2
SECOND AMENDMENT TO NOTE PURCHASE
AGREEMENT
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 ”).
RECITALS
A. Pursuant to that certain Amended
and Restated Note Purchase Agreement dated as of January 3,
2006, by and among the Company, the Collateral Agent and the
Purchasers named therein (as amended by Amendment to Note Purchase
Agreement and Consent dated as of December 19, 2006, as
amended hereby and as further amended, extended and replaced from
time to time, the “ Note Purchase Agreement ,”
and with capitalized terms used herein and not otherwise defined
used with the meanings given such terms in the Note Purchase
Agreement), the Company issued the Notes and the Purchasers
purchased the same on the terms and conditions set forth
therein.
B. The Company desires to amend
section 8.6(a)(ii) in the Note Purchase Agreement to allow for an
increase in the Operating Line of Credit and to amend section
8.6(f) to allow Distributions in respect of Class E shares of the
Company. The Collateral Agent and the Noteholders have agreed to
such amendments, subject to terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of
the foregoing Recitals and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
AGREEMENT
1. Operating Line .
Section 8.6(a)(ii) of the Note Purchase Agreement is amended
to read in its entirety as follows:
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(ii)
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the Operating
Line of Credit in an aggregate principal amount not to exceed
$275,000,000;
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2. Series E Dividends . The
first sentence of section 8.6(f) of the Note Purchase Agreement is
amended to read as follows:
The Company will not, and will not
permit any of its Subsidiaries to, declare or make, or incur any
liability to declare or make, any Restricted Payments other than
(i) Permitted Member Payments, (ii) Required Permitted
Redemptions, (iii) Distributions made by a Subsidiary of the
Company to the Company or to another Subsidiary of the Company, and
(iv) dividends on its Class E shares, in an amount not to
exceed $2,000,000 in the aggregate in any Fiscal Year.
3. Amendment Effective Date .
Upon delivery of a copy of this Amendment duly executed by the
Company, the Subsidiary Guarantors, the Collateral Agent and the
Required Noteholders, this Amendment shall be effective as of the
day and year first above written (the “ Amendment
Effective Date ”).
