AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 14, 1997Credit Agreement • March 27th, 1997 • Quality Food Centers Inc • Retail-grocery stores • Illinois
RECITALSPledge Agreement • March 27th, 1998 • Quality Food Centers Inc • Retail-grocery stores • New York
EXECUTION AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 14th, 1997 • Quality Food Centers Inc • Retail-grocery 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 • Quality Food Centers Inc • Retail-grocery stores • Delaware
CREDIT AGREEMENTCredit Agreement • March 27th, 1998 • Quality Food Centers Inc • Retail-grocery stores • New York
PLEDGE AGREEMENT THIS PLEDGE AGREEMENT dated as of March 19, 1997 is between QUALITY FOOD CENTERS, INC., a Washington corporation (the "Pledgor"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, in its capacity as Paying Agent under the...Pledge Agreement • March 27th, 1997 • Quality Food Centers Inc • Retail-grocery stores • Illinois
EXHIBIT 99.7 EMPLOYMENT AGREEMENT Agreement (this "Agreement") made as of September 1, 1996 by and between QUALITY FOOD CENTERS, INC., a Washington corporation (the "Company"), and Marc Evanger ("Executive"). R E C I T A L S: 1. The Company desires to...Employment Agreement • February 20th, 1997 • Quality Food Centers Inc • Retail-grocery stores • Washington
VOTING AGREEMENT, dated as of November 6, 1997, among Quality Food Centers, Inc., a Washington corporation (the "Company"), and the individuals and other parties listed on Schedule A attached hereto (each, a "Stockholder" and, collectively, the...Voting Agreement • November 14th, 1997 • Quality Food Centers Inc • Retail-grocery stores • Delaware
amongAgreement and Plan of Merger • December 23rd, 1996 • Quality Food Centers Inc • Retail-grocery stores • California
PARTICIPATION AGREEMENTParticipation Agreement • March 27th, 1998 • Quality Food Centers Inc • Retail-grocery stores • New York
LOAN AGREEMENT dated as of March 11, 1998 among FRED MEYER, INC., as Borrower andLoan Agreement • March 27th, 1998 • Quality Food Centers Inc • Retail-grocery stores • New York
150,000,000 8.70% Senior Subordinated Notes due 2007Quality Food Centers Inc • March 27th, 1997 • Retail-grocery stores • New York
RECITALSIntercreditor Agreement • March 27th, 1998 • Quality Food Centers Inc • Retail-grocery stores • New York
EMPLOYMENT AGREEMENTEmployment Agreement • February 20th, 1997 • Quality Food Centers Inc • Retail-grocery stores • Washington
GUARANTYGuaranty • March 27th, 1997 • Quality Food Centers Inc • Retail-grocery stores • Illinois
THIS GUARANTY dated as of March 19, 1997 is executed in favor of BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, in its capacity as Paying Agent under the Credit Agreement referred to below (in such capacity, together with any successor in such capacity, the "Paying Agent"), and the other Agents and the Lenders under such Credit Agreement.
QUALITY FOOD CENTERS, INC. (a Washington corporation) 4,500,000 Shares of Common Stock U.S. PURCHASE AGREEMENT Dated: March 13, 1997 Table of ContentsPurchase Agreement • March 27th, 1997 • Quality Food Centers Inc • Retail-grocery stores • New York
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 • Quality Food Centers Inc • Retail-grocery stores • Delaware
EXHIBIT 25 -------------------------------------------------------------------- ------------ ------------------------------------------------------------------ -------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549...Quality Food Centers Inc • May 20th, 1997 • Retail-grocery stores
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 • March 27th, 1998 • Quality Food Centers Inc • Retail-grocery stores • New York
toQuality Food Centers Inc • December 23rd, 1996 • Retail-grocery stores • New York
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 23rd, 1996 • Quality Food Centers Inc • Retail-grocery stores • Washington
QUALITY FOOD CENTERS, INC. (a Washington corporation) 4,500,000 Shares of Common Stock INTERNATIONAL PURCHASE AGREEMENT Dated: March 13, 1997 Table of ContentsInternational Purchase Agreement • March 27th, 1997 • Quality Food Centers Inc • Retail-grocery stores • New York
RECITALS : --------Subsidiary Guarantee • March 27th, 1998 • Quality Food Centers Inc • Retail-grocery stores
EMPLOYMENT AGREEMENTEmployment Agreement • February 20th, 1997 • Quality Food Centers Inc • Retail-grocery stores • Washington
CONSTRUCTION AGENCY AGREEMENT ----------------------------- CONSTRUCTION AGENCY AGREEMENT, dated as of March 11, 1998 (this "Agreement"), between FMS TRUST 1997-1, a Delaware business trust (the "Lessor"), and FRED MEYER, INC., a Delaware corporation...Construction Agency Agreement • March 27th, 1998 • Quality Food Centers Inc • Retail-grocery stores • New York
Quality Food Centers, Inc. 8.70% Senior Subordinated Notes due 2007 PURCHASE AGREEMENT March 13, 1997 DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BANCAMERICA SECURITIES, INC. c/o Donaldson,...Investor Rights Agreement • March 27th, 1997 • Quality Food Centers Inc • Retail-grocery stores • New York
RECITALSPrincipal Stockholders Agreement • December 23rd, 1996 • Quality Food Centers Inc • Retail-grocery stores • California
RECITALSInvestors Rights Agreement • February 20th, 1997 • Quality Food Centers Inc • Retail-grocery stores • Washington
by and amongRegistration Rights Agreement • March 27th, 1997 • Quality Food Centers Inc • Retail-grocery stores • New York
LEASE, SECURITY AGREEMENT AND FINANCING STATEMENTLease, Security Agreement and Financing Agreement • March 27th, 1998 • Quality Food Centers Inc • Retail-grocery 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 • March 27th, 1998 • Quality Food Centers Inc • Retail-grocery stores • New York
RECITALSInvestors Rights Agreement • December 23rd, 1996 • Quality Food Centers Inc • Retail-grocery stores • Washington
