Exhibit 10.19 INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE FRED'S, INC. 2002 LONG-TERM INCENTIVE PLAN FRED'S, INC., a Tennessee corporation, (the "Company"), on behalf of its' self and its' subsidiaries, hereby grants to, <> (the "Optionee") an...Incentive Stock Option Agreement • January 31st, 2005 • Freds Inc • Retail-variety stores • Tennessee
Exhibit 10.18 RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO THE FRED'S, INC. 2002 LONG-TERM INCENTIVE PLAN FRED'S, INC., a Tennessee corporation (the "Company"), hereby grants to ___________________ (the "Grantee") a conditional award (the "Award") of...Restricted Stock Award Agreement • January 31st, 2005 • Freds Inc • Retail-variety stores
EMPLOYMENT AGREEMENT -------------------- OF -- BRUCE A. EFIRD --------------Employment Agreement • March 24th, 2008 • Freds Inc • Retail-variety stores • Tennessee
TERM LOAN AGREEMENT Exhibit 10.16 This Term Loan Agreement is entered into as of the 5th day of May, 1998, by and between UNION PLANTERS BANK, NATIONAL ASSOCIATION, a national banking association, whose address is 6200 Poplar Avenue, HQ4, Memphis,...Term Loan Agreement • June 16th, 1998 • Freds Inc • Retail-variety stores • Tennessee
RIGHTS AGREEMENT dated as of June 27, 2017 by and between Fred’s, Inc., as the Company and American Stock Transfer & Trust Company, LLC, as Rights AgentRights Agreement • June 28th, 2017 • Freds Inc • Retail-variety stores • Tennessee
This certifies that _________________, or its registered assigns, is the registered holder of the number of Rights set forth above, each of which entitles the holder thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of June 27, 2017, as amended from time to time (the “Rights Agreement”), between Fred’s, Inc., a Tennessee corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”), to purchase from the Company at any time after the Distribution Date and prior to 5:00 p.m., New York City time, on September 25, 2017, at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, non-assessable share of Series C Junior Participating Preferred Stock, no par value per share (the “Preferred Stock”), of the Company, at a purchase price of $60.00 per one one-thousandth share of Preferred Stock (the “Exercise Price”), up
ContractRights Agreement • October 17th, 2008 • Freds Inc • Retail-variety stores • Tennessee
The Board of Directors of the Company has authorized and declared a dividend of one preferred share purchase right (a “Right”) for each Common Share (as hereinafter defined) of the Company outstanding at the close of business on October 12, 2008 (the “Record Date”), each Right representing the right to purchase one one-hundredth of a Preferred Share (as hereinafter defined), upon the terms and subject to the conditions herein set forth, and has further authorized and directed the issuance of one Right with respect to each Common Share that shall become outstanding between the Record Date and the earliest of the Distribution Date, the Redemption Date and the Final Expiration Date (as such terms are hereinafter defined).
ASSET PURCHASE AGREEMENT dated as of October 10, 1997Asset Purchase Agreement • December 2nd, 1997 • Freds Inc • Retail-variety stores • Tennessee
andRights Agreement • December 15th, 1998 • Freds Inc • Retail-variety stores • Tennessee
EXHIBIT 10.15 THIRD MODIFICATION AGREEMENT This THIRD MODIFICATION AGREEMENT made and entered into as of the 28th day of February, 1997, by and between UNION PLANTERS NATIONAL BANK, a national banking association with its principal office in Memphis,...Third Modification Agreement • May 5th, 1997 • Freds Inc • Retail-variety stores • Tennessee
FOURTH MODIFICATION AGREEMENT THIS FOURTH MODIFICATION AGREEMENT made and entered into this day of August, 1998 to be effective as of the first day of September, 1998 by and between UNION PLANTERS NATIONAL BANK, a national banking association with its...Fourth Modification Agreement • September 14th, 1998 • Freds Inc • Retail-variety stores • Tennessee
EXHIBIT 10.14 ADDENDUM TO LEASING AGREEMENT The parties have agreed to the following additions, changes, deletions and/or modifications to the Leasing Agreement dated January 31, 1992. In the event that any provision set forth in this Addendum is...Leasing Agreement • May 5th, 1997 • Freds Inc • Retail-variety stores
PRIME VENDOR AGREEMENT BETWEEN FRED'S STORES OF TENNESSEE, INC. AND BERGEN BRUNSWIG DRUG COMPANYPrime Vendor Agreement • December 14th, 1999 • Freds Inc • Retail-variety stores
SIXTH MODIFICATION AGREEMENT Exhibit 10.18 OF THE REVOLVING LOAN AND CREDIT AGREEMENT THIS SIXTH MODIFICATION AGREEMENT OF THE REVOLVING LOAN AND CREDIT AGREEMENT (hereafter the "Sixth Modification") made and entered into this 29th day of July, 2005,...Sixth Modification Agreement • September 8th, 2005 • Freds Inc • Retail-variety stores • Tennessee
AMENDMENT TO EMPLOYMENT AGREEMENT OF BRUCE A. EFIRDEmployment Agreement • February 20th, 2009 • Freds Inc • Retail-variety stores
EMPLOYMENT AGREEMENTEmployment Agreement • July 19th, 2017 • Freds Inc • Retail-variety stores • Tennessee
This Employment Agreement (this “Agreement”), dated as of April 10, 2017 (the “Effective Date”), is between Fred’s Inc., a Tennessee corporation (the “Company”), and Jason Jenne a resident of the State of Tennessee (“Employee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 16th, 2017 • Freds Inc • Retail-variety stores • Tennessee
THIS AGREEMENT is made as of , 20__, by and among Fred’s, Inc., a Tennessee corporation (the “Company”), and [ ] (the “Indemnitee”), a director of the Company.
Exhibit 10.20 SEVENTH MODIFICATION AGREEMENT OF THE REVOLVING LOAN AND CREDIT AGREEMENT THIS SEVENTH MODIFICATION AGREEMENT OF THE REVOLVING LOAN AND CREDIT AGREEMENT (hereafter the "Seventh Modification") made and entered into this 30th day of...Seventh Modification Agreement • April 13th, 2006 • Freds Inc • Retail-variety stores • Tennessee
Fred's, Inc. 1,650,000 Shares Common Stock (Plus an Option to Acquire Up to 165,000 Shares to Cover Overallotments) Underwriting AgreementFreds Inc • September 20th, 2001 • Retail-variety stores • Illinois
William Blair & Company, L.L.C. SunTrust Capital Markets, Inc. Morgan Keegan & Company, Inc. c/o William Blair & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606
ASSET PURCHASE AGREEMENT BY AND AMONG RITE AID CORPORATION, AFAE, LLC, FRED’S, INC. (solely for the purposes set forth in the Preamble) AND WALGREENS BOOTS ALLIANCE, INC. (solely for the purposes set forth in the Preamble) Dated as of December 19, 2016Asset Purchase Agreement • April 13th, 2017 • Freds Inc • Retail-variety stores • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 19, 2016, is by and among RITE AID CORPORATION, a Delaware corporation (“Seller”), WALGREENS BOOTS ALLIANCE, INC., a Delaware corporation (“Parent”) (solely for purposes of Section 2.06, Section 2.09 through Section 2.12, Section 5.03 through Section 5.06, Section 5.08, Section 5.11 through Section 5.19, Section 9.09, Article VIII and Article X), AFAE, LLC, a Tennessee limited liability company (“Buyer”), and FRED’S, INC., a Tennessee corporation (“Fred’s”) (solely for purposes of Section 4.07, Section 5.05, Section 5.12, Section 9.10 and Article X).
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN FRED’S, INC. AND ALDEN GLOBAL CAPITAL LLC AND STRATEGIC INVESTMENT OPPORTUNITIES LLC DATED AS OF May 24, 2017Registration Rights Agreement • May 25th, 2017 • Freds Inc • Retail-variety stores • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 24, 2017 (this “Agreement”), by and between Alden Global Capital LLC, a Delaware limited liability company, and Strategic Investment Opportunities LLC, a Delaware limited liability company (collectively, “Alden”) and Fred’s, Inc. a Tennessee corporation (the “Company”).
Exhibit 10.15 THIRD MODIFICATION AGREEMENT ---------------------------- OF THE REVOLVING LOAN AND CREDIT AGREEMENT ------------------------------------------ THIS THIRD MODIFICATION AGREEMENT OF THE REVOLVING LOAN AND CREDIT AGREEMENT (hereafter the...Loan and Credit Agreement • December 16th, 2003 • Freds Inc • Retail-variety stores • Tennessee
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • May 3rd, 2018 • Freds Inc • Retail-variety stores • Tennessee
This Separation Agreement and General Release (this “Agreement”) is entered into by and between Fred’s, Inc. (the “Company”) and Mary Louise Gardner (“Executive,” and, together with the Company, the “Parties”).
MANAGEMENT COMPENSATION AGREEMENT FOR THE PRESIDENT OF FRED’S INC. MICHAEL BLOOMManagement Compensation Agreement • January 14th, 2015 • Freds Inc • Retail-variety stores • Tennessee
This Management Compensation Agreement ( "Agreement"), is made, and entered into and is effective as of January 12, 2015, by and between Fred’s Inc., a Tennessee corporation, with offices at 4300 New Getwell Road, Memphis, Tennessee 38118 ("Company") and Michael Bloom, whose address is 115 Green Street, Canton, Massachusetts, 02021 ("Executive").
COOPERATION AGREEMENTCooperation Agreement • April 24th, 2017 • Freds Inc • Retail-variety stores • Delaware
This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of April 21, 2017, among Fred’s, Inc., a Tennessee corporation (the “Company”), on the one hand, and Alden Global Capital LLC, a Delaware limited liability company, Strategic Investment Opportunities LLC, a Delaware limited liability company, and Heath B. Freeman (collectively, “Alden”), on the other hand. The Company and Alden are each referred to herein as a “Party” and collectively, as the “Parties.”
AMENDED & RESTATED RIGHTS AGREEMENT dated as of September 18, 2017 by and between Fred’s, Inc., as the Company and American Stock Transfer & Trust Company, LLC, as Rights AgentRights Agreement • September 18th, 2017 • Freds Inc • Retail-variety stores • Tennessee
AMENDED & RESTATED RIGHTS AGREEMENT, dated as of September 18, 2017, (this “Agreement”), by and between Fred’s, Inc., a Tennessee corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”).
SIXTH AMENDMENT TO CREDIT AGREEMENT and RATIFICATION, REAFFIRMATION AND ASSUMPTIONCredit Agreement • May 3rd, 2019 • Freds Inc • Retail-variety stores • Georgia
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT AND RATIFICATION, REAFFIRMATION AND ASSUMPTION (this "Amendment") is dated as of April 5, 2018, by and among (A) FRED'S, INC., a Tennessee corporation ("Parent"); (B) the Subsidiaries of Parent identified on the signature pages hereto as Borrowers (each of such Subsidiaries, together with Parent, jointly and severally, "Borrowers" and, each, a "Borrower"); (C) the Subsidiaries of Parent identified as Guarantors on the signature pages hereto (each of such Subsidiaries, jointly and severally, "Guarantors" and, each, a "Guarantor"; it being understood that, as of the date hereof, there are no Guarantors); (D) the Lenders party to the Credit Agreement defined below; (E) the Co-Collateral Agents party to the Credit Agreement; and (F) REGIONS BANK, an Alabama bank, in its capacity as administrative agent for Lenders, LC Issuer and other Secured Parties (as defined in the Credit Agreement) (in such capacity, "Administrative Agent" or "Agent").
SECOND AMENDMENT TO FORBEARANCE AGREEMENT, TENTH AMENDMENT TO CREDIT AGREEMENT, FIFTH AMENDMENT TO AMENDED AND RESTATED ADDENDUM TO CREDIT AGREEMENT AND THIRD AMENDMENT TO SECURITY AGREEMENTForbearance Agreement • July 5th, 2019 • Freds Inc • Retail-variety stores • Georgia
THIS SECOND AMENDMENT TO FORBEARANCE AGREEMENT, TENTH AMENDMENT TO CREDIT AGREEMENT, FIFTH AMENDMENT TO AMENDED AND RESTATED ADDENDUM TO CREDIT AGREEMENT AND THIRD AMENDMENT TO SECURITY AGREEMENT (this “Amendment”) is dated as of July 1, 2019, by and among (A) Fred’s, Inc., a Tennessee corporation (“Parent”); (B) the Subsidiaries of Parent identified on the signature pages hereto as Borrowers (each of such Subsidiaries, together with Parent, jointly and severally, “Borrowers” and, each, a “Borrower”); (C) the Subsidiaries of Parent identified as Guarantors on the signature pages hereto (each of such Subsidiaries, jointly and severally, “Guarantors” and, each, a “Guarantor”; Guarantors, together with Borrowers, jointly and severally, “Loan Parties” and, each, a “Loan Party”); (D) the Lenders party to the Credit Agreement (as defined below); (E) the Co-Collateral Agents party to the Credit Agreement (as defined below); and (F) Regions Bank, an Alabama bank, in its capacity as administrat
TENTH MODIFICATION TO CREDIT AGREEMENT (RESTATED) AND PROMISSORY NOTECredit Agreement • December 9th, 2010 • Freds Inc • Retail-variety stores • Tennessee
ASSET PURCHASE AGREEMENT DATED AS OF MAY 4, 2018 BY AND AMONG ADVANCED CARE SCRIPTS, INC., FRED’S STORES OF TENNESSEE, INC., FRED’S, INC., NATIONAL PHARMACEUTICAL NETWORK, INC., AND REEVES-SAIN DRUG STORE, INC. D/B/A ENTRUSTRX ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 4th, 2018 • Freds Inc • Retail-variety stores • Delaware
This ASSET PURCHASE AGREEMENT, dated as of May 4, 2018 (this “Agreement”), is made and entered into by and among Advanced Care Scripts, Inc., a Florida corporation (“Buyer”), Fred’s Stores of Tennessee, Inc., a Delaware corporation (“Equity Holder”), National Pharmaceutical Network, Inc., a Florida corporation (“NCN”), and Reeves-Sain Drug Store, Inc. d/b/a EntrustRx, a Tennessee corporation (“EntrustRx” and, together with NCN, the “Sellers”), and Fred’s, Inc., a Tennessee corporation (“Guarantor”). Sellers, Buyer, Equity Holder and Guarantor are sometimes hereinafter individually referred to as a “Party” and collectively referred to as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Annex I to this Agreement.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 30th, 2016 • Freds Inc • Retail-variety stores • Georgia
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of December 28, 2016 (the “Amendment Date”), by and among (A) FRED’S, INC., a Tennessee corporation (“Parent”); the Subsidiaries of Parent identified on the signature pages hereto as Borrowers (each of such Subsidiaries, together with Parent, jointly and severally, the “Borrowers” and, each, a “Borrower”); (C) the Subsidiaries of Parent identified as Guarantors on the signature pages hereto; (D) the Lenders party to the Credit Agreement defined below; (E) REGIONS BANK, an Alabama bank, in its capacities as Swingline Lender and LC Issuer under the Credit Agreement defined below; and (E) REGIONS BANK, in its capacities as administrative agent and collateral agent for the Lenders, Swingline Lender and LC Issuer under the Credit Agreement defined below (in such capacities, “Administrative Agent” or “Agent”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 3rd, 2019 • Freds Inc • Retail-variety stores • Georgia
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of September [ ] , 2015 (the “Amendment Date”), by and among (A) FRED’S, INC., a Tennessee corporation (“Parent”); the Subsidiaries of Parent identified on the signature pages hereto as Borrowers (each of such Subsidiaries, together with Parent, jointly and severally, the “Borrowers” and, each, a “Borrower”); (C) the Subsidiaries of Parent identified as Guarantors on the signature pages hereto; (D) the Lenders party to the Credit Agreement defined below; (E) REGIONS BANK, an Alabama bank, in its capacities as Swingline Lender and LC Issuer under the Credit Agreement defined below; and (E) REGIONS BANK, in its capacities as administrative agent and collateral agent for the Lenders, Swingline Lender and LC Issuer under the Credit Agreement defined below (in such capacities, “Administrative Agent” or “Agent”).
CONSULTING AGREEMENTConsulting Agreement • May 4th, 2018 • Freds Inc • Retail-variety stores • Tennessee
THIS CONSULTING AGREEMENT (the "Agreement") is made effective as of March 6, 2018 (the “Effective Date”), by and between the undersigned individual (“Consultant”) and Fred’s, Inc., a Tennessee corporation, for and on behalf of itself and its affiliates (collectively “Fred’s”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • April 30th, 2018 • Freds Inc • Retail-variety stores • Tennessee
This Separation Agreement and General Release (this “Agreement”) is entered into by and between Fred’s Inc. (the “Company”) and Michael Bloom (“Executive,” and, together with the Company, the “Parties”).
Amendment to Management compensation AGREEMENTManagement Compensation Agreement • September 8th, 2016 • Freds Inc • Retail-variety stores
This Amendment (“Amendment”) is effective as of August 30, 2016 (the “Effective Date”) and intended to amend that certain Management Compensation Agreement dated as of January 12, 2015 (the “Agreement”), between Fred’s, Inc., a Tennessee corporation (the “Company”), and Michael Bloom (“Executive”).
ContractEmployment Agreement • December 23rd, 2008 • Freds Inc • Retail-variety stores
