Amendment No. 2 and Limited Waiver to Note Purchase Agreement between John Hancock Life Insurance Company and Unified Western Grocers, Inc.

Summary

This amendment and limited waiver is between John Hancock Life Insurance Company and Unified Western Grocers, Inc. It temporarily waives certain covenant defaults under their Note Purchase Agreement dated September 29, 1999, specifically related to financial covenants on net worth and fixed charge coverage. The amendment also modifies these covenants, sets new financial thresholds, and increases the interest rate on the notes by 0.25% until certain financial conditions are met. All other terms of the original agreement remain in effect.

EX-4.24.1 5 dex4241.txt AMENDMENT TO NOTE PURCHASE AGREEMENT Exhibit 4.24.1 AMENDMENT NO.2 AND LIMITED WAVIER TO NOTE PURCHASE AGREEMENT DATED DECEMBER 6, 2001 Exhibit 4.24.1 - -------------------------------------------------------------------------------- John Hancock Financial Services, Inc. [LOGO] John Hancock Financial Services Bond and Corporate Finance Group 2520 Venture Oaks Way, Suite 120 Sacramento, California 95833 ###-###-#### Fax: (916) 922-4777 E-mail; ***@*** Website:http://food.jhancock.com Dwayne Bertrand Regional Director December 6, 2001 David A. Woodward Vice President and Treasurer Unified Western Grocers, Inc. Commerce, CA 90040 Re: $80,000,000 Senior Secured Notes Due 2008 and $40,000,000 Senior Secured Notes Due 2009 of Unified Western Grocers, Inc.-Temporary Waiver of Covenant Defaults and Modification of various Covenants outlined in the Note Purchase Agreement Date September 29, 1999 Dear David: John Hancock Life Insurance Company (formerly known as John Hancock Mutual Life Insurance Company) waives, through September 30, 2001, events of default related to the following financial covenants in the Note Purchase Agreement dated as of September 29, 1999, as amended ("Agreement"): a) Section 8.6(c)-Consolidated Tangible Net Worth b) Section 8.6(d)-Fixed Charge Coverage In addition, Section 8.6(c)-Consolidated Tangible Net Worth is amended to read as follows: The Company will not permit Consolidated Tangible Net Worth at any time to be less than the sum of $60,000,000 through 9/28/02. Thereafter, the Company will not permit Consolidated Tangible Net Worth at any time to be less than the sum of (i) $80,000,000 plus (ii) an amount (but only if a positive number) equal to 50% of Consolidated Net Income for each Fiscal Year completed after 9/29/01 minus (iii) the aggregate amount paid by the Company since 9/29/01 in redeeming Class B Shares pursuant to Section 8.6(f)(iv). Section 8.6(d) - Fixed Charge Coverage is amended to read as follows: The Company will not permit as of the end of any fiscal quarter the ratio of (i) Consolidated Income Available for Fixed Charges to (ii) Fixed Charges to be less than 1.60 to 1.00 as of 9/29/01 through 3/30/02, then 1.70 to 1.00 as of 6/29/02, then 1.80 to 1.00 as of 9/28/02 and thereafter for the period consisting of the consecutive four Fiscal Quarters then ended. All other terms and conditions of the Agreement remain effective and binding. Unified Western Grocers shall agree, by signing below, to the above changes and agrees to increase its interest rates assigned to the Notes by 25bp until such time that the Consolidated Tangible Net Worth (as defined in the Note Purchase Agreement dated September 29, 1999) is increased to $80,000,000 after excluding future Consolidated Net Income generated after 9/29/01. While the above interest rate increase, covenant wavier and/or modifications are binding, Unified Western Grocers, Inc. agrees to the incorporation of the above modifications and interest rate increase in an Amendment to the Agreement. Please sign below acknowledging the above changes and your acceptance of an increase in the increase rates by 25bps. Sincerely John Hancock Life Insurance Company By: /s/ Dwayne Bertrand ----------------------------- Dwayne Bertrand Regional Director Acknowledged and accepted On behalf of Unified Western Grocers, Inc. By:/s/ David A. Woodward ----------------------- David A. Woodward Vice President and Treasurer