INDEMNIFICATION AGREEMENTIndemnification Agreement • September 24th, 2012 • Fairway Group Holdings Corp • Retail-grocery stores • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of [ ] by and between Fairway Group Holdings Corp., a Delaware corporation (the “Company”), and [ ], a director and/or officer of the Company (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 21st, 2014 • Fairway Group Holdings Corp • Retail-grocery stores • New York
AGREEMENT (this “Agreement”) made as of November 2, 2014 (the “Effective Date”), by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and Dorothy M. Carlow (the “Executive”).
EMPLOYMENT AGREEMENTAgreement • April 4th, 2013 • Fairway Group Holdings Corp • Retail-grocery stores • New York
AGREEMENT (this “Agreement”) made as of March 28, 2013 (the “Effective Date”), by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and Larry Santoro, 20 Church Street, Greenwich, CT 06830 (the “Executive”).
AMENDED AND RESTATED JUNIOR PARTNER EMPLOYMENT AGREEMENTJunior Partner Employment Agreement • September 24th, 2012 • Fairway Group Holdings Corp • Retail-grocery stores • New York
AGREEMENT (this “Agreement”) made as of January 1, 2011, by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, NY, NY 10027 (the “Company”), and Peter Romano, an individual residing at 1035 80th Street (the “Executive”).
SENIOR SECURED PRIMING AND SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of May 5, 2016, among FAIRWAY GROUP ACQUISITION COMPANY, a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, as Borrower, FAIRWAY GROUP...Guarantee and Collateral Agreement • May 10th, 2016 • Fairway Group Holdings Corp • Retail-grocery stores • New York
SENIOR SECURED PRIMING AND SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of May 5, 2016 (this “Agreement”), among FAIRWAY GROUP ACQUISITION COMPANY, a Delaware corporation (the “Borrower”) a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, FAIRWAY GROUP HOLDINGS CORP., a Delaware corporation (“Holdings”) a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • April 4th, 2013 • Fairway Group Holdings Corp • Retail-grocery stores • Delaware
AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), dated as of October 25, 2010, by and among Sterling Investment Partners Advisers, LLC, a Delaware limited liability company (“Sterling”), Fairway Group Holdings Corp., a Delaware corporation (“Parent”), and Fairway Group Acquisition Company, a Delaware corporation (“Sub”) and wholly-owned subsidiary of Parent (collectively with Parent, the “Company”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • February 26th, 2013 • Fairway Group Holdings Corp • Retail-grocery stores • Delaware
STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of this 18th day of January, 2007, by and among Fairway Group Holdings Corp., a Delaware corporation (the “Company”), and each of the signatories hereto (collectively, the “Stockholders” and each individually, a “Stockholder”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 12th, 2013 • Fairway Group Holdings Corp • Retail-grocery stores • New York
AGREEMENT (this “Agreement”) made as of March 28, 2013 (the “Effective Date”), by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and Nathalie Augustin, an individual residing at 806 Carroll Street, Apt. 2, Brooklyn, New York 11215 (the “Executive”).
EMPLOYMENT AGREEMENTAgreement • April 4th, 2013 • Fairway Group Holdings Corp • Retail-grocery stores • New York
WHEREAS, the Company and its subsidiaries (collectively, the “Fairway Group”) desire that Executive be employed to serve in an executive capacity with the Fairway Group, and Executive desires to be so employed by the Fairway Group, upon the terms and subject to the conditions herein set forth, effective as of the time of the Closing.
ContractCredit Agreement • May 6th, 2013 • Fairway Group Holdings Corp • Retail-grocery stores
AMENDMENT NO. 1 dated as of May 3, 2013 (this “Amendment”), (a) to the CREDIT AGREEMENT dated as of February 14, 2013 (the “Credit Agreement”), among FAIRWAY GROUP ACQUISITION COMPANY, a Delaware corporation (the “Borrower”), FAIRWAY GROUP HOLDINGS CORP., a Delaware corporation (“Holdings”), each lender from time to time party thereto (collectively, the “Lenders” and, individually, a “Lender”), and CREDIT SUISSE AG, as administrative agent and collateral agent (in such capacity, the “Administrative Agent”) and (b) to the GUARANTEE AND COLLATERAL AGREEMENT dated as of February 14, 2013 (the “Collateral Agreement”), among the Borrower, Holdings, certain of the Borrower’s subsidiaries party thereto and the Administrative Agent.
FAIRWAY GROUP HOLDINGS CORP. WARRANT TO PURCHASE SHARES OF COMMON STOCK March 26, 2009Fairway Group Holdings Corp • September 24th, 2012 • Retail-grocery stores • New York
This Warrant is issued to (including its assigns or transferees, the “Holder”) by Fairway Group Holdings Corp., a Delaware corporation (the “Company”), pursuant to the terms of that Securities Purchase Agreement dated as of March 26, 2009 (as amended, modified or supplemented, the “Purchase Agreement”) in connection with the Company’s issuance and sale of shares of Series A Preferred Stock of the Company to the Holder of this Warrant.
SEPARATION AGREEMENTStock Option Agreement • February 6th, 2014 • Fairway Group Holdings Corp • Retail-grocery stores • New York
Agreement made this 5th day of February, 2014 (hereinafter referred to as the “Agreement”), between Herb Ruetsch (“Ruetsch”) and Fairway Group Holdings Corp. (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 26th, 2015 • Fairway Group Holdings Corp • Retail-grocery stores • New York
AGREEMENT (this “Agreement”) made as of April 20, 2015 (the “Effective Date”), by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and Maureen Minard (the “Executive”).
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAS BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR...Subordination Agreement • September 24th, 2012 • Fairway Group Holdings Corp • Retail-grocery stores • New York
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, THE “SUBORDINATION AGREEMENT”) DATED AS OF MAY 13, 2011, AMONG HOWARD GLICKBERG, THE OBLIGORS (AS DEFINED THEREIN), THE SENIOR AGENT (AS DEFINED THEREIN) TO THE SENIOR DEBT (AS DEFINED THEREIN), AS MORE PARTICULARLY DESCRIBED IN THE SUBORDINATION AGREEMENT, AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT.
VOTING AGREEMENTVoting Agreement • April 4th, 2013 • Fairway Group Holdings Corp • Retail-grocery stores • Delaware
This Voting Agreement (the “Agreement”) is made as of the 28th day of March, 2013, by and among Fairway Group Holdings Corp., a Delaware corporation (the “Company”), Daniel Glickberg (the “Stockholder”) and Sterling Investment Partners II, L.P. (the “Proxyholder”).
·] Shares FAIRWAY GROUP HOLDINGS CORP. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 12th, 2013 • Fairway Group Holdings Corp • Retail-grocery stores • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2012 • Fairway Group Holdings Corp • Retail-grocery stores • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 18, 2007, by and among Fairway Group Holdings Corp., a Delaware corporation (the “Company”), and the persons listed on Schedule 1 to this Agreement (the “Investors”).
Fairway LetterheadFairway Group Holdings Corp • January 13th, 2014 • Retail-grocery stores
Reference is made to (i) that certain Amended and Restated Employment Agreement, dated as of December 29, 2011 (the “Employment Agreement”), by and between Fairway Group Holdings Corp., a Delaware corporation (the “Company”), and Howard Glickberg (“Executive”), (ii) that certain Restricted Stock Unit Agreement, dated as of April 22, 2013, by and between the Company and Executive (the “RSU Agreement”) and (iii) that certain Option Agreement, dated as of April 22, 2013, by and between the Company and Executive (the “Option Agreement”).
SEPARATION AGREEMENTVoting Agreement • April 12th, 2013 • Fairway Group Holdings Corp • Retail-grocery stores • Delaware
WHEREAS, Glickberg has been employed with the Company and its subsidiaries (collectively, the “Fairway Group”) as a Vice President and has served as a director of the Company pursuant to an Employment Agreement between the Company and Glickberg, dated as of January 17, 2007 (the “Employment Agreement”) ; and
EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2012 • Fairway Group Holdings Corp • Retail-grocery stores • New York
WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of October 31, 2006 (the “Purchase Agreement”), among (i) the Company, (ii) Fairway Operating Corp., Fairway Wholesale & Distribution Co., Inc., Anytime Food Corp., Fairway Central Services, Fairway Plainview, LLC and Fairway Brooklyn, LLC (collectively, the “Sellers”), (iii) Howard Glickberg, Harold Seybert and David Sneddon, and (iv) Fairway Group Acquisition Company, the Company is acquiring the retail grocery and food service business currently operated by the Sellers;
CREDIT AGREEMENT dated as of August 17, 2012, among FAIRWAY GROUP ACQUISITION COMPANY, as Borrower, FAIRWAY GROUP HOLDINGS CORP., THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent and Collateral AgentCredit Agreement • September 24th, 2012 • Fairway Group Holdings Corp • Retail-grocery stores • New York
CREDIT AGREEMENT dated as of August 17, 2012 (this “Agreement”), among FAIRWAY GROUP ACQUISITION COMPANY, a Delaware corporation (the “Borrower”), FAIRWAY GROUP HOLDINGS CORP., a Delaware corporation (“Holdings”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and CREDIT SUISSE AG, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.
SUBORDINATION AGREEMENTSubordination Agreement • September 24th, 2012 • Fairway Group Holdings Corp • Retail-grocery stores • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”) is made as of May 13, 2011, by and among HOWARD GLICKBERG (the “Junior Creditor”); FAIRWAY GROUP ACQUISITION COMPANY, a Delaware corporation (“Borrower”), and all other Obligors (as hereinafter defined); and CREDIT SUISSE AG, as administrative agent and collateral agent (in such capacity, together with its successors and assigns from time to time in such capacity, the “Senior Agent”) for the lenders from time to time parties to the Credit Agreement (as hereinafter defined) (the Senior Agent and such lenders, together with all other holders of Senior Debt (as hereinafter defined) under the Credit Agreement, collectively being referred to as the “Senior Creditors”).
PREFERRED STOCK EXCHANGE AGREEMENTPreferred Stock Exchange Agreement • April 12th, 2013 • Fairway Group Holdings Corp • Retail-grocery stores • Delaware
This PREFERRED STOCK EXCHANGE AGREEMENT (this “Agreement”), entered into as of April 1, 2013, is by and between FAIRWAY GROUP HOLDINGS CORP., a Delaware corporation (the “Company”), and each of the holders of Preferred Stock (as defined below) listed on the signature pages hereto (each, a “Stockholder”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 24th, 2012 • Fairway Group Holdings Corp • Retail-grocery stores • New York
AGREEMENT (this “Agreement”) made as of September 15, 2011, by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and Aaron J. Fleishaker, an individual residing at 366 Oxford Road, New Rochelle, New York 10804 (the “Executive”).
CREDIT AGREEMENT dated as of February 14, 2013, among FAIRWAY GROUP ACQUISITION COMPANY, as Borrower, FAIRWAY GROUP HOLDINGS CORP., THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent and Collateral AgentSecurity Agreement and Financing Statement • February 26th, 2013 • Fairway Group Holdings Corp • Retail-grocery stores • New York
CREDIT AGREEMENT dated as of February 14, 2013 (this “Agreement”), among FAIRWAY GROUP ACQUISITION COMPANY, a Delaware corporation (the “Borrower”), FAIRWAY GROUP HOLDINGS CORP., a Delaware corporation (“Holdings”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and CREDIT SUISSE AG, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.
SEPARATION AGREEMENTSeparation Agreement • December 10th, 2014 • Fairway Group Holdings Corp • Retail-grocery stores • New York
This Agreement (hereinafter referred to as the “Agreement”) made this 8th day of December, 2014 (the “Effective Date”), between Howard Glickberg (“Glickberg”) and Fairway Group Holdings Corp. (“Company”).
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • May 4th, 2016 • Fairway Group Holdings Corp • Retail-grocery stores • New York
This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of May 2, 2016, is entered into by and among (i) Fairway Group Holdings Corp. (the “Company”), (ii) Fairway Group Acquisition Company (“Fairway Acquisition”); Fairway Bakery LLC; Fairway Broadway LLC; Fairway Chelsea LLC; Fairway Construction Group LLC; Fairway Douglaston LLC; Fairway East 86th Street LLC; Fairway Ecommerce LLC; Fairway Greenwich Street LLC; Fairway Group Central Services LLC; Fairway Group Plainview LLC; Fairway Kips Bay LLC; Fairway Nanuet LLC; Fairway Paramus LLC; Fairway Pelham LLC; Fairway Pelham Wines & Spirits LLC; Fairway Red Hook LLC; Fairway Stamford LLC; Fairway Stamford Wines & Spirits LLC; Fairway Staten Island LLC; Fairway Uptown LLC; Fairway Westbury LLC; Fairway Woodland Park LLC; Fairway Hudson Yards LLC; and Fairway Georgetowne LLC (such entities, together with the Company, the “Fairway Parties”), (iii) the undersigned le
AMENDED AND RESTATED EMPLOYMENT AGREEMENTLease Agreement • September 24th, 2012 • Fairway Group Holdings Corp • Retail-grocery stores • New York
AGREEMENT (this “Agreement”) made as of December 29, 2011, by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and Howard Glickberg, an individual residing at 11 Lewis Road, Irvington, NY 10533 (the “Executive”).
