AGREEMENT AND PLAN OF MERGER among OPAL HOLDINGS, LLC, OPAL MERGER SUB, INC. and WINN-DIXIE STORES, INC. Dated as of December 16, 2011Agreement and Plan of Merger • September 26th, 2013 • Southeastern Grocers, LLC • Florida
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 16, 2011, between OPAL HOLDINGS, LLC, a Delaware limited liability company (“Parent”), OPAL MERGER SUB, INC., a Florida corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and WINN-DIXIE STORES, INC., a Florida corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 26th, 2013 • Southeastern Grocers, LLC • Florida
This Employment Agreement (“Employment Agreement”) is entered into by and between BI-LO Holding, LLC, a Delaware limited liability company (the “Company”) and Randall Onstead (the “Employee”). This Employment Agreement will be effective upon, and subject to, the closing of the transactions contemplated by the Agreement and Plan of Merger among Opal Holdings, LLC, Opal Merger Sub, Inc. and Opal, Inc., dated as of December 16, 2011 (the “Merger Agreement”). In the event that the transactions contemplated by the Merger Agreement (the “Merger”) are not consummated, this Employment Agreement will be null and void ab initio and without effect.
ASSET ADVISORY AGREEMENT BI-LO, LLCAsset Advisory Agreement • September 26th, 2013 • Southeastern Grocers, LLC • Texas
THIS ASSET ADVISORY AGREEMENT (“Agreement”) is made effective as of the Effective Date (as defined in Section 7(a) below), by and between HUDSON AMERICAS LLC, a Delaware limited liability company (“Manager”), and BI-LO, LLC, a Delaware limited liability company (“Owner,” and, together with Manager, the “Parties”), and joined herein by LONE STAR FUND V (U.S.), L.P., a Delaware limited partnership (the “Fund”), for the limited purposes set forth in Section 7(a) below.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • September 26th, 2013 • Southeastern Grocers, LLC
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of September 24, 2013 by and among Southeastern Grocers, LLC (“Southeastern Grocers” and the “Assignor”), and LSF Southeastern Grocery Holdings, LLC (the “Assignee”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • September 26th, 2013 • Southeastern Grocers, LLC
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of September 16, 2013 by and among BI-LO Holding, LLC (“BI-LO Holding” and the “Assignor”), and Southeastern Grocery Holdings, LLC (the “Assignee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • September 26th, 2013 • Southeastern Grocers, LLC • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 9, 2012, is among Deep South Products, Inc., a Florida corporation, Dixie Spirits, Inc., a Mississippi corporation, Dixie Spirits Florida, LLC, a Florida limited liability company, Winn-Dixie Logistics, Inc., a Florida corporation, Winn-Dixie Montgomery, LLC, a Florida limited liability company, Winn-Dixie Montgomery Leasing, LLC, a Florida limited liability company, Winn-Dixie Procurement, Inc., a Florida corporation, Winn-Dixie Properties, LLC, a Florida limited liability company, Winn-Dixie Raleigh, Inc., a Florida corporation, Winn-Dixie Raleigh Leasing, LLC, a Florida limited liability company, Winn-Dixie Stores, Inc., a Florida corporation, Winn-Dixie Stores Leasing, LLC, a Florida limited liability company, Winn-Dixie Supermarkets, Inc., a Florida corporation, Winn-Dixie Warehouse Leasing, LLC, a Florida limited liability company, and Opal Holdings, LLC, a Delaware limited liability company (the “Guar
Exhibit B EXECUTIVE INCENTIVE POOL PLAN BI-LO HOLDING, LLC 2012 EXECUTIVE INCENTIVE POOL PLAN AWARD AGREEMENTAward Agreement • September 26th, 2013 • Southeastern Grocers, LLC • Delaware
This AWARD AGREEMENT (this “Agreement”) is made as of , 2012 (the “Grant Date”), by and between BI-LO Holding, LLC, a Delaware limited liability company (the “Company”), and (“Participant”).
ELECTION FORM AND WAIVER AGREEMENTElection Form and Waiver Agreement • September 26th, 2013 • Southeastern Grocers, LLC • Florida
This Election Form and Waiver Agreement (“Agreement”) is made and entered into between Michael D. Byars (“Employee”) and BI-LO, LLC./Winn-Dixie Stores, Inc. its officers, agents, employees, successors and assigns and any affiliated company, parent, or subsidiary, and their past and present directors, officers, employees, representatives, successors and assigns (“Winn-Dixie”) with reference to the following facts:
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 26th, 2013 • Southeastern Grocers, LLC • South Carolina
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on March 8, 2012, by and between BI-LO, L.L.C., a Delaware limited liability company (the “Company”) and Michael Byars (the “Executive”), but shall only become effective upon, and subject to, the closing (the date of such closing the “Effective Date”) of the transactions contemplated by the Agreement and Plan of Merger among Opal Holdings, LLC, Opal Merger Sub, Inc. and Opal, Inc., dated as of December 16, 2011 (the “Merger Agreement”). In the event that the transactions contemplated by the Merger Agreement (the “Merger”) are not consummated, this Agreement will be null and void ab initio and without effect.
ABL CREDIT AGREEMENT among BI-LO HOLDING, LLC, BI-LO, LLC, VARIOUS LENDERS, DEUTSCHE BANK TRUST COMPANY AMERICAS, as ADMINISTRATIVE AGENT and COLLATERAL AGENT, CITIBANK, N.A., as SYNDICATION AGENT, and SUNTRUST BANK, TD BANK, N.A. and WELLS FARGO...Intercreditor Agreement • September 26th, 2013 • Southeastern Grocers, LLC • New York
I, the undersigned, the [Chief Financial Officer] [Treasurer] of BI-LO Holding, LLC, (“Holdings”), a Delaware limited liability company, in that capacity only and not in my individual capacity, do hereby certify as of the date hereof that:
