1 EXHIBIT 4.9 CONFORMED COPY THIRD AMENDMENT dated as of February 26, 2001 (this "Amendment"), to the Credit Agreement, dated as of July 25, 1997, as amended by the First Amendment dated as of October 5, 1998, and the Second Amendment dated as of...Fleming Companies Inc /Ok/ • July 13th, 2001 • Wholesale-groceries, general line • New York
EXHIBIT 4.20 FLEMING COMPANIES, INC. 9 7/8% SENIOR SUBORDINATED NOTES DUE 2012Fleming Companies Inc /Ok/ • May 17th, 2002 • Wholesale-groceries, general line • New York
EXHIBIT 10.4 PLEDGE AGREEMENT PLEDGE AGREEMENT (as amended, modified or supplemented from time to time, this "Agreement"), dated as of June 18, 2002, made by each of the undersigned pledgors (each a "Pledgor" and, together with any other entity that...Pledge Agreement • June 25th, 2002 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line • New York
Exhibit 99.3 FLEMING COMPANIES, INC. 2000 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENTOption Agreement • June 30th, 2000 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line
SUPPLEMENTAL INDENTURESupplemental Indenture • November 15th, 2001 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line • New York
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN FLEMING COMPANIES, INC.Registration Rights Agreement • May 3rd, 2001 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line • California
EXHIBIT 10.2 SECURITY AGREEMENTSecurity Agreement • June 25th, 2002 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line • New York
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made effective the 1st day of June, 1999 (the "Effective Date"), by and between Fleming Companies, Inc., an Oklahoma corporation (the "Company") and William H. Marquard (the...Employment Agreement • August 24th, 1999 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line
AMENDED AND RESTATED AGREEMENT FOR EXECUTIVE DEFERRED COMPENSATION PLAN THIS AMENDED AND RESTATED AGREEMENT FOR FLEMING COMPANIES, INC. EXECUTIVE DEFERRED COMPENSATION PLAN is made as of the 18th day of August, 1998 by and between __________, an indi-...Agreement • November 6th, 1998 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line • Oklahoma
EXHIBIT 10.3 GUARANTEE AGREEMENT GUARANTEE AGREEMENT, dated as of June 18, 2002 (as amended, modified or supplemented from time to time, this "Guaranty"), made by each of the undersigned guarantors (each a "Guarantor," and together with any other...Guarantee Agreement • June 25th, 2002 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line • New York
WITNESSETH:Non-Qualified Stock Option Agreement • June 11th, 2002 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line • Texas
TOFleming Companies Inc /Ok/ • August 25th, 1997 • Wholesale-groceries, general line • New York
Exhibit 10.74 INDEMNIFICATION AGREEMENT This AGREEMENT is made and entered into this 17th day of July, 2000, by and between Fleming Companies, Inc., an Oklahoma corporation, (the "Company"), and [name of director] (the "Indemnitee"). WHEREAS, it is...Indemnification Agreement • November 13th, 2000 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line • Oklahoma
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT Dated as of March 15, 2001Registration Rights Agreement • May 3rd, 2001 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line • New York
EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • June 25th, 2002 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line • New York
10-5/8% SENIOR SUBORDINATED NOTES DUE 2007 FLEMING COMPANIES, INC. RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED AS OF OCTOBER 15, 2001Fleming Companies Inc /Ok/ • November 15th, 2001 • Wholesale-groceries, general line • New York
Exhibit 10.50 EMPLOYMENT AGREEMENT AGREEMENT, dated as of May 17, 1999, by and between FLEMING COMPANIES, INC., an Oklahoma corporation (the "Company") and JOHN T. STANDLEY ("Executive"). IN CONSIDERATION of the premises and the mutual covenants set...Employment Agreement • June 1st, 1999 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line • Oklahoma
Exhibit 10.62 EMPLOYMENT AGREEMENT AGREEMENT, dated as of January 18, 2000, by and between FLEMING COMPANIES, INC., an Oklahoma corporation (the "Company") and NEAL RIDER ("Executive"). IN CONSIDERATION of the premises and the mutual covenants set...Employment Agreement • May 25th, 2000 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line • Texas
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT dated as of August 18, 1998 (the "Amendment"), is made by and between Fleming Companies, Inc., an Oklahoma corporation (the "Company"), and _____ __________, an...Employment Agreement • November 6th, 1998 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line • Oklahoma
SECOND AMENDMENT dated as of December 21, 1999 (this "Amendment"), to the Credit Agreement, dated as of July 25, 1997, as amended by the First Amendment dated as of October 5, 1998 (as so amended and as the same may be further amended, restated,...Fleming Companies Inc /Ok/ • May 25th, 2000 • Wholesale-groceries, general line • New York
FLEMING COMPANIES, INC. and LIBERTY BANK AND TRUST COMPANY OF OKLAHOMA CITY, N.A. Rights Agent Rights Agreement Dated as of February 27, 1996 Effective as of the close of business on July 6, 1996 TABLE OF CONTENTSRights Agreement • March 21st, 1996 • Fleming Companies Inc /Ok/ • Wholesale-groceries & related products • Oklahoma
Exhibit 4.14 FIRST AMENDMENT TO RIGHTS AGREEMENT This First Amendment to Rights Agreement dated as of March 4, 1997 (the "Amendment"), by and between Fleming Companies, Inc., an Oklahoma corporation (the "Company") and Liberty Bank and Trust Company...Rights Agreement • March 21st, 1997 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line • Oklahoma
AGREEMENT ANDAgreement and Plan of Merger • April 24th, 2002 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line • California
JULY 25, 1997Registration Rights Agreement • August 25th, 1997 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line • New York
TOIndenture • August 25th, 1997 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line • New York
FORM OF RESTRICTED STOCK AWARD AGREEMENT FOR THE FLEMING COMPANIES, INC. 1996 STOCK INCENTIVE PLANRestricted Stock Award Agreement • August 24th, 2001 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line
Exhibit 10.61 EMPLOYMENT AGREEMENT AGREEMENT, dated as of January 18, 2000, by and between FLEMING COMPANIES, INC., an Oklahoma corporation (the "Company") and LENORE T. GRAHAM ("Executive"). IN CONSIDERATION of the premises and the mutual covenants...Employment Agreement • May 25th, 2000 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line • Texas
INDENTUREFleming Companies Inc /Ok/ • June 25th, 2002 • Wholesale-groceries, general line • New York
EXHIBIT 1.1 FLEMING COMPANIES, INC. 9 1/4% SENIOR NOTES DUE 2010 UNDERWRITING AGREEMENTFleming Companies Inc /Ok/ • June 25th, 2002 • Wholesale-groceries, general line • New York
EXHIBIT 4.16 REGISTRATION RIGHTS AGREEMENT Dated as of October 15, 2001Registration Rights Agreement • January 9th, 2002 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 24th, 1999 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line
EXHIBIT 4.21 REGISTRATION RIGHTS AGREEMENT Dated as of April 15, 2002Registration Rights Agreement • May 17th, 2002 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line • New York
Exhibit 99.4 FLEMING COMPANIES, INC. 2000 STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENTQualified Stock Option Agreement • June 30th, 2000 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line
FIRST AMENDMENTFirst Amendment • October 23rd, 2002 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line • New York
EXHIBIT 10.1 ASSET PURCHASE AGREEMENT DATED AS OF JULY 7, 2003 AMONG C&S ACQUISITION LLC, AS PURCHASER, C&S WHOLESALE GROCERS, INC., AS PARENT, FLEMING COMPANIES, INC. AND THE OTHER ENTITIES IDENTIFIED HEREIN, AS SELLERS TABLE OF CONTENTSAsset Purchase Agreement • July 10th, 2003 • Fleming Companies Inc /Ok/ • Wholesale-groceries, general line • Delaware
