CREDIT AGREEMENTCredit Agreement • December 19th, 1997 • Fred Meyer Inc • Retail-department stores • New York
CONFORMED COPY -------------- EMPLOYMENT AGREEMENT [As Amended through Amendment No. 3 effective October 13, 1998] DATED: August 27, 1991 [original date]Employment Agreement • December 22nd, 1998 • Fred Meyer Inc • Retail-department stores • Oregon
AmongAgreement and Plan of Merger • November 14th, 1997 • Fred Meyer Inc • Retail-department stores • Delaware
SHAREHOLDERS AGREEMENT, dated as of November 6, 1997, between FRED MEYER, INC., a Delaware corporation ("Parent"), and Zell/Chilmark Fund L.P. ("Shareholder"). WHEREAS, Parent, Q-Acquisition Corp., a Washington corporation and a wholly owned...Shareholders Agreement • November 14th, 1997 • Fred Meyer Inc • Retail-department stores • Delaware
UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 1998 • Fred Meyer Inc • Retail-department stores • New York
CREDIT AGREEMENTCredit Agreement • May 1st, 1998 • Fred Meyer Inc • Retail-department stores • New York
ARTICLE I DEFINITIONSRegistration Rights Agreement • May 1st, 1998 • Fred Meyer Inc • Retail-department stores • Delaware
andFred Meyer Inc • March 9th, 1998 • Retail-department stores • New York
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of May 14, 1997 by and between Smith's Food & Drug Centers, Inc., a Delaware corporation (the "Company"), and each of the persons listed on the signature...Employment Agreement • May 1st, 1998 • Fred Meyer Inc • Retail-department stores • Utah
PARTICIPATION AGREEMENTParticipation Agreement • May 1st, 1998 • Fred Meyer Inc • Retail-department stores • New York
LOAN AGREEMENT dated as of March 11, 1998 among FRED MEYER, INC., as Borrower andLoan Agreement • May 1st, 1998 • Fred Meyer Inc • Retail-department stores • New York
RECITALSIntercreditor Agreement • May 1st, 1998 • Fred Meyer Inc • Retail-department stores • New York
ARTICLE 1 DEFINITIONSRegistration Rights Agreement • May 1st, 1998 • Fred Meyer Inc • Retail-department stores • New York
UNDERWRITING AGREEMENTFred Meyer Inc • July 10th, 1998 • Retail-department stores • New York
Trust Indenture Act Section Indenture SectionFred Meyer Inc • January 20th, 1998 • Retail-department stores
Quality Food Centers, Inc. Deferred Compensation Plan I. PURPOSE The purpose of this Deferred Compensation Plan is to permit a select group of management or highly compensated employees of Qualified Food Centers, Inc. and its subsidiaries to defer...Fred Meyer Inc • May 1st, 1998 • Retail-department stores • Washington
ARTICLE 1 DEFINITIONSRegistration Rights Agreement • May 1st, 1998 • Fred Meyer Inc • Retail-department stores • New York
364-DAY CREDIT AGREEMENTDay Credit Agreement • December 19th, 1997 • Fred Meyer Inc • Retail-department stores • New York
THE VARIOUS FINANCIAL INSTITUTIONS IDENTIFIED AS LENDERS IN THE PARTICIPATION AGREEMENT, as Lenders and THE VARIOUS FINANCIAL INSTITUTIONS IDENTIFIED AS INVESTORS IN THE PARTICIPATION AGREEMENT, as Investors GUARANTEEGuarantee • May 1st, 1998 • Fred Meyer Inc • Retail-department stores • New York
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") is made and entered into as of March 10, 1998 by and among Fred Meyer, Inc., a Delaware corporation ("Fred Meyer"), The Yucaipa Companies, a...Registration Rights Agreement • May 1st, 1998 • Fred Meyer Inc • Retail-department stores
CONFORMED COPY EMPLOYMENT AGREEMENT (As Amended through Amendment No. 2) DATED: August 27, 1991Employment Agreement • December 19th, 1997 • Fred Meyer Inc • Retail-department stores • Oregon
SHAREHOLDERS AGREEMENT, dated as of November 6, 1997, between FRED MEYER, INC., a Delaware corporation ("Parent"), and Stuart M. Sloan ("Shareholder"). WHEREAS, Parent, Q-Acquisition Corp., a Washington corporation and a wholly owned subsidiary of...Shareholders Agreement • November 14th, 1997 • Fred Meyer Inc • Retail-department stores • Delaware
RECITALS: --------Subsidiary Guarantee • May 1st, 1998 • Fred Meyer Inc • Retail-department stores
The Employment Protection Agreement in the form attached has been entered into by certain officers including David Jessick and Kenneth Thrasher. EMPLOYMENT PROTECTION AGREEMENT This Agreement (this "Agreement") is made as of the 22nd day of September,...Employment Protection Agreement • December 22nd, 1998 • Fred Meyer Inc • Retail-department stores
1 EXHIBIT 8.2 [LATHAM & WATKINS LETTERHEAD] January 23, 1998 Food 4 Less Holdings, Inc. c/o Ralphs Grocery Company 1100 West Artesia Boulevard Compton, California 90220 Re: Agreement and Plan of Merger Dated as of November 6, 1997, By and Among Fred...Fred Meyer Inc • January 26th, 1998 • Retail-department stores
January 23, 1998 Re: Agreement and Plan of Merger dated as of November 6, 1997 by and between Fred Meyer, Inc., Q-Acquisition Corp. and Quality Food Centers, Inc. Fred Meyer, Inc. 3800 S.E. 22nd Avenue Portland, Oregon 97202 Ladies and Gentlemen: You...Fred Meyer Inc • January 26th, 1998 • Retail-department stores
SUPPLEMENTAL WARRANT AGREEMENT SUPPLEMENTAL WARRANT AGREEMENT (the "Agreement") dated as of September 9, 1997 among FRED MEYER, INC., a Delaware corporation formerly known as Meyer-Smith Holdco, Inc. (the "Company"), and THE YUCAIPA COMPANIES, a...Supplemental Warrant Agreement • December 19th, 1997 • Fred Meyer Inc • Retail-department stores
THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT, dated as of October 18, 1998 (this "Agreement"), between Fred Meyer, Inc.,...Stock Option Agreement • October 28th, 1998 • Fred Meyer Inc • Retail-department stores • New York
RECITALSManagement Services Agreement • May 1st, 1998 • Fred Meyer Inc • Retail-department stores • New York
LEASE, SECURITY AGREEMENT AND FINANCING STATEMENTLease, Security Agreement and Financing Agreement • May 1st, 1998 • Fred Meyer Inc • Retail-department stores • New York
THE VARIOUS FINANCIAL INSTITUTIONS IDENTIFIED AS LENDERS IN THE PARTICIPATION AGREEMENT, as Lenders and THE VARIOUS FINANCIAL INSTITUTIONS IDENTIFIED AS INVESTORS IN THE PARTICIPATION AGREEMENT HEREIN, as InvestorsLessee Guarantee • May 1st, 1998 • Fred Meyer Inc • Retail-department stores • New York
DATED AS OFAgreement and Plan of Merger • October 20th, 1998 • Fred Meyer Inc • Retail-department stores • New York
BRIDGE CREDIT AGREEMENTBridge Credit Agreement • December 19th, 1997 • Fred Meyer Inc • Retail-department stores • New York
1 EXHIBIT 8.3 [S&A LETTERHEAD] January 26, 1998 Quality Food Centers, Inc. 10112 N.E. 10th Street, Suite 201 Bellevue, Washington 98004 Ladies and Gentlemen: We refer to the Agreement and Plan of Merger dated as of November 6, 1997, as amended on...Fred Meyer Inc • January 26th, 1998 • Retail-department stores
DATE]Executive Severance Agreement • December 19th, 1997 • Fred Meyer Inc • Retail-department stores • Oregon
