CREDIT AGREEMENT dated as of September 29, 2006 among VITAMIN COTTAGE NATURAL FOOD MARKETS, INC. The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative AgentCredit Agreement • June 29th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
This CREDIT AGREEMENT, dated as of September 29, 2006, among VITAMIN COTTAGE NATURAL FOOD MARKETS, INC., the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
LEASELease • June 29th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores
By this Lease, made the 1st day of July, 2011, (the “Effective Date”) between Chalet Properties, LLC, a Colorado limited liability company, hereinafter called “Landlord,” and Boulder Vitamin Cottage Group, LLC., a Colorado limited liability company, hereinafter called “Tenant;”
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 29th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
This First Amendment to Credit Agreement (the “Amendment”) dated this 2nd day of November, 2006, is by and among JPMorgan Chase Bank, N.A. (the “Bank”) and Vitamin Cottage Natural Food Markets, Inc. (the “Company”). Capitalized terms used in this Amendment and not defined in this Amendment shall have the meaning given to such terms in the Credit Agreement (defined below).
TENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 29th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
This Tenth Amendment to Credit Agreement (this “Amendment”), dated as of the 26th day of January, 2012, is among Vitamin Cottage Natural Food Markets, Inc. (the “Company”), the Lenders under the Credit Agreement (as defined below), and JPMorgan Chase Bank, N.A. (“JPMorgan”), as a Lender and as Administrative Agent under the Credit Agreement. JPMorgan in its capacity as Administrative Agent under the Credit Agreement is sometimes referred to herein as the “Agent.” Capitalized terms used in this Amendment and not defined in this Amendment shall have the meaning given to such terms in the Credit Agreement.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 29th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
This Third Amendment to Credit Agreement (the “Amendment”) dated this 26th day of June, 2007, is among Vitamin Cottage Natural Food Markets, Inc. (the “Company”), the Lenders under the Credit Agreement (as defined below), and JPMorgan Chase Bank, N.A. (“JPMorgan”), as a Lender and as Administrative Agent under the Credit Agreement. JPMorgan in its capacity as Administrative Agent under the Credit Agreement is sometimes referred to herein as the “Agent.” Capitalized terms used in this Third Amendment and not defined in this Third Amendment shall have the meaning given to such terms in the Credit Agreement.
Distribution Agreement Between United Natural Foods Western Region And Vitamin Cottage Natural Food Markets, Inc. DBA Natural Grocers By Vitamin Cottage June 1, 2008 to May 31, 2013Natural Grocers by Vitamin Cottage, Inc. • June 29th, 2012 • Retail-grocery stores
This Distribution Agreement is between United Natural Foods, Inc. (UNFI) and Vitamin Cottage Natural Food Markets, Inc. DBA Natural Grocers by Vitamin Cottage (VC). UNFI will serve as primary distributor for all VC stores, and all such stores acquired or opened by VC during the Term.
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 29th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
This Sixth Amendment to Credit Agreement (the “Amendment”), dated as of the 30th day of June, 2010, is among Vitamin Cottage Natural Food Markets, Inc. (the “Company”), the Lenders under the Credit Agreement (as defined below), and JPMorgan Chase Bank, N.A. (“JPMorgan”), as a Lender and as Administrative Agent under the Credit Agreement. JPMorgan in its capacity as Administrative Agent under the Credit Agreement is sometimes referred to herein as the “Agent.” Capitalized terms used in this Amendment and not defined in this Amendment shall have the meaning given to such terms in the Credit Agreement.
FIRST AMENDMENT TO SUBORDINATION AGREEMENTSubordination Agreement • June 29th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
This First Amendment to Subordination Agreement (the “Amendment”), dated this 26th day of June, 2007, is by and between Vitamin Cottage Two Ltd. Liability Company, a Colorado limited liability company (the “Subordinated Creditor”), and Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation (the “Borrower”), in favor of JPMorgan Chase Bank, N.A., a national banking association, as administrative agent (together with its successor(s) thereto in such capacity, the “Administrative Agent”) for the ratable benefit of the Secured Parties. Capitalized terms used in this Amendment and not defined in this Amendment shall have the meaning given to such terms in the Credit Agreement referenced below.
SUBLEASESublease • June 29th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
This sublease (Sublease) is made this 1st day of June, 2006 by and between Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation, having a principal office at 12612 W. Alameda Parkway, Lakewood, Colorado 80228 (Sublessor) and a Colorado limited liability company, having its principal office at 12612 W. Alameda Parkway 80228(Sublessee) and Chalet Properties, LLC a Colorado limited liability company having its principal office at 12612 W. Alameda Parkway, Lakewood, Colorado, 80228 (“Sublessor” and “Sublessor”)
SHOPPING CENTER LEASE BY AND BETWEEN CHALET PROPERTIES, LLC a Colorado Limited Liability Company as “Landlord” AND VITAMIN COTTAGE NATURAL FOOD MARKETS, INC a Colorado Corporation as “Tenant”Center Lease • June 29th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores
NINTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 29th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
This Ninth Amendment to Credit Agreement (this “Amendment”), dated as of the 11th day of July, 2011, is among Vitamin Cottage Natural Food Markets, Inc. (the “Company”), the Lenders under the Credit Agreement (as defined below), and JPMorgan Chase Bank, N.A. (“JPMorgan”), as a Lender and as Administrative Agent under the Credit Agreement. JPMorgan in its capacity as Administrative Agent under the Credit Agreement is sometimes referred to herein as the “Agent.” Capitalized terms used in this Amendment and not defined in this Amendment shall have the meaning given to such terms in the Credit Agreement.
COMMERCIAL LEASECommercial Lease • June 29th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
BUILDING LEASE BY AND BETWEEN CHALET PROPERTIES, LLC a Colorado Limited Liability Company as “Landlord” AND VITAMIN COTTAGE NATURAL FOOD MARKETS, INC a Colorado Corporation as “Tenant”Lease • June 29th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 29th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is effective as of [ ] by and between Natural Grocers by Vitamin Cottage, Inc., a Delaware corporation (the “Company”), and the undersigned director or executive officer of the Company (the “Indemnitee”).
SUBORDINATION AGREEMENTSubordination Agreement • June 29th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
This Subordination Agreement (this “Agreement”), dated as of September 29, 2006, is made and entered into by and among Vitamin Cottage Two Ltd. Liability Company, a Colorado limited liability company (the “Subordinated Creditor”), and Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation (the “Borrower”), in favor of JPMorgan Chase Bank, N.A., a national banking association, as administrative agent (together with its successor(s) thereto in such capacity, the “Administrative Agent”) for the ratable benefit of the Secured Parties (as defined in the Credit Agreement referenced below).
VITAMIN COTTAGE NATURAL FOOD MARKETS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 29th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
AGREEMENT entered into as of the 26th day of June, 2012, by and between Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation with its principal place of business located at 12612 West Alameda Parkway in Lakewood, Colorado (the “Company”) and Sandra M. Buffa (“Executive”).
EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 29th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
This Eighth Amendment to Credit Agreement (the “Amendment”), dated as of the 13th day of May, 2011, is among Vitamin Cottage Natural Food Markets, Inc. (the “Company”), the Lenders under the Credit Agreement (as defined below), and JPMorgan Chase Bank, N.A. (“JPMorgan”), as a Lender and as Administrative Agent under the Credit Agreement. JPMorgan in its capacity as Administrative Agent under the Credit Agreement is sometimes referred to herein as the “Agent.” Capitalized terms used in this Amendment and not defined in this Amendment shall have the meaning given to such terms in the Credit Agreement.
GROUND LEASEGround Lease • June 29th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores
This Ground Lease is made and entered into effective the 1st day of March 2001, by and between 3801 East Second Avenue, LLC, a Colorado limited liability company whose address is 12612 West Alameda Parkway, Lakewood, Colorado 80229 (“Lessor”), and Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation whose address is 12612 West Alameda Parkway, Lakewood, Colorado 80229 (“Lessee”).
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 29th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
This Seventh Amendment to Credit Agreement (the “Amendment”), dated as of the 21st day of December, 2010, is among Vitamin Cottage Natural Food Markets, Inc. (the “Company”), the Lenders under the Credit Agreement (as defined below), and JPMorgan Chase Bank, N.A. (“JPMorgan”), as a Lender and as Administrative Agent under the Credit Agreement. JPMorgan in its capacity as Administrative Agent under the Credit Agreement is sometimes referred to herein as the “Agent.” Capitalized terms used in this Amendment and not defined in this Amendment shall have the meaning given to such terms in the Credit Agreement.
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 29th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
This Fourth Amendment to Credit Agreement (the “Amendment”), dated as of the 30th day of November, 2008, is among Vitamin Cottage Natural Food Markets, Inc. (the “Company”), the Lenders under the Credit Agreement (as defined below), and JPMorgan Chase Bank, N.A. (“JPMorgan”), as a Lender and as Administrative Agent under the Credit Agreement. JPMorgan in its capacity as Administrative Agent under the Credit Agreement is sometimes referred to herein as the “Agent.” Capitalized terms used in this Amendment and not defined in this Amendment shall have the meaning given to such terms in the Credit Agreement.
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 29th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
This Fifth Amendment to Credit Agreement (the “Amendment”), dated as of the 30th day of June, 2009, is among Vitamin Cottage Natural Food Markets, Inc. (the “Company”), the Lenders under the Credit Agreement (as defined below), and JPMorgan Chase Bank, N.A. (“JPMorgan”), as a Lender and as Administrative Agent under the Credit Agreement. JPMorgan in its capacity as Administrative Agent under the Credit Agreement is sometimes referred to herein as the “Agent.” Capitalized terms used in this Amendment and not defined in this Amendment shall have the meaning given to such terms in the Credit Agreement.
LIMITED LIABILITY COMPANY INTEREST PURCHASE AND CONTRIBUTION AGREEMENTLimited Liability Company Interest Purchase and Contribution Agreement • June 29th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
This LIMITED LIABILITY COMPANY INTEREST PURCHASE AND CONTRIBUTION AGREEMENT, dated as of June 14, 2012 (this “Agreement”), is entered into among Vitamins, Inc., a Colorado corporation (“Vitamins”), Howard & Forey, Inc., a Colorado corporation (“Forey”, and together with Vitamins, the “Sellers” and each individually, a “Seller”), Natural Grocers by Vitamin Cottage, Inc., a Delaware corporation (the “Buyer”) and Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation (the “Operating Entity”).
