0001193125-19-154108 Sample Contracts

FIRST LIEN CREDIT AGREEMENT Dated as of October 22, 2018 among GLOBE INTERMEDIATE CORP., as Holdings, GOBP HOLDINGS, INC., as the Borrower, The Several Lenders from Time to Time Parties Hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative...
First Lien Credit Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York

FIRST LIEN CREDIT AGREEMENT, dated as of October 22, 2018, among GLOBE INTERMEDIATE CORP., a Delaware Corporation (“Holdings”; as hereinafter further defined), GOBP HOLDINGS, INC., a Delaware corporation (the “Borrower”; as hereinafter further defined), the Lenders (as hereinafter defined) from time to time party hereto and Letter of Credit Issuers (as hereinafter defined) from time to time party hereto, and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent, Collateral Agent and Swingline Lender.

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GROCERY OUTLET INC. EXECUTIVE CHANGE IN CONTROL AGREEMENT
Grocery Outlet • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • California

This Executive Employment Agreement (“Agreement”) is entered into as of the 7th day of October, 2014 (the “Effective Date”), by and between Robert J. Sheedy (“Executive”), Grocery Outlet Inc. (the “Company”), and Globe Holding Corp. (“Globe”) (Globe, the Company, and their direct and indirect subsidiaries, the (“Globe Group”).

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GROCERY OUTLET INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • California

This Amended and Restated Executive Employment Agreement (“Agreement”) is entered into as of the 7th day of October, 2014 (the “Effective Date”), by and between S. MacGregor Read, Jr. (“Executive”), Grocery Outlet Inc. (the “Company”) and Globe Holding Corp. (“Globe”).

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RESTRICTIVE COVENANT AGREEMENT
Restrictive Covenant Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • Delaware

This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”), is dated as of the 13th day of September, 2014, between Cannery Sales Holding Corp., a Delaware corporation (“Buyer”), Eric J. Lindberg (the “Executive”) and certain trusts identified on the signature pages hereto that are owned and/or controlled by, or for the benefit of, the Executive or one or more family members of the Executive (the “Trust” and together with the Executive, the “Selling Stockholder”).

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FIRST LIEN GUARANTEE
First Lien Guarantee • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York

FIRST LIEN GUARANTEE, dated as of October 22, 2018 (this “Guarantee”), made among GLOBE INTERMEDIATE CORP., a Delaware corporation (“Holdings”; as further defined in the Credit Agreement), GOBP HOLDINGS, INC., a Delaware corporation (the “Borrower” as further defined in the Credit Agreement), each of the subsidiaries of the Borrower listed on Annex A hereto or that becomes a party hereto pursuant to Section 21 hereof (each such subsidiary, individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”; and together with Holdings and, other than with respect to its own obligations, the Borrower, collectively, the “Guarantors”), and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent for the First Lien Secured Parties (as defined below) (in such capacity, together with its successors, assigns, designees and sub-agents in such capacity, the “First Lien Collateral Agent”).

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Contract
Second Lien Security Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York

Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the Collateral Agent pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below), including liens and security interests granted to MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent, pursuant to or in connection with the First Lien Credit Agreement dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrower, the several lenders from time to time party thereto, the letter of credit issuers from time to time party thereto, MORGAN STANLEY SENIOR FUNDING, INC., as the administrative agent, the collateral agent and the swingline lender, and the other parties thereto and (ii) the exercise of any right or remedy by t

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SECOND LIEN COPYRIGHT SECURITY AGREEMENT
Second Lien Copyright Security Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York

This SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Second Lien IP Security Agreement”), dated as of October 22, 2018, between the Person listed on the signature pages hereof (the “Grantor”), and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent for the Second Lien Secured Parties (in such capacity, together with its successors, assigns, designees and sub-agents in such capacity, the “Collateral Agent”).

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FIRST LIEN COPYRIGHT SECURITY AGREEMENT
First Lien Copyright Security Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York

This FIRST LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “First Lien IP Security Agreement”), dated as of October 22, 2018, between the Person listed on the signature pages hereof (the “Grantor”), and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent for the First Lien Secured Parties (in such capacity, together with its successors, assigns, designees and sub-agents in such capacity, the “Collateral Agent”).

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SECOND LIEN PLEDGE AGREEMENT
Second Lien Pledge Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York

SECOND LIEN PLEDGE AGREEMENT, dated as of October 22, 2018 (this “Agreement”), among GLOBE INTERMEDIATE CORP., a Delaware corporation (“Holdings”; as further defined in the Credit Agreement), GOBP HOLDINGS, INC., a Delaware corporation (the “Borrower”), each of the subsidiaries of the Borrower listed on Schedule 1 hereto or that becomes a party hereto pursuant to Section 9(b) (each such subsidiary, individually, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; and, together with Holdings and the Borrower, collectively, the “Pledgors”), and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent for the Second Lien Secured Parties (as defined below) (in such capacity, together with its successors, assigns, designees and sub-agents in such capacity, the “Collateral Agent”).

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SECOND LIEN TRADEMARK SECURITY AGREEMENT
Second Lien Trademark Security Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York

This SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Second Lien IP Security Agreement”), dated as of October 22, 2018, between the Person listed on the signature pages hereof (the “Grantor”), and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent for the Second Lien Secured Parties (in such capacity, together with its successors, assigns, designees and sub-agents in such capacity, the “Collateral Agent”).

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FIRST LIEN PLEDGE AGREEMENT
First Lien Pledge Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York

FIRST LIEN PLEDGE AGREEMENT, dated as of October 22, 2018 (this “Agreement”), among GLOBE INTERMEDIATE CORP., a Delaware corporation (“Holdings”; as further defined in the Credit Agreement), GOBP HOLDINGS, INC., a Delaware corporation (the “Borrower”), each of the subsidiaries of the Borrower listed on Schedule 1 hereto or that becomes a party hereto pursuant to Section 9(b) (each such subsidiary, individually, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; and, together with Holdings and the Borrower, collectively, the “Pledgors”), and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent for the First Lien Secured Parties (as defined below) (in such capacity, together with its successors, assigns, designees and sub-agents in such capacity, the “Collateral Agent”).

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SECOND LIEN GUARANTEE
Second Lien Guarantee • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York

SECOND LIEN GUARANTEE, dated as of October 22, 2018 (this “Guarantee”), made among GLOBE INTERMEDIATE CORP., a Delaware corporation (“Holdings”; as further defined in the Credit Agreement), GOBP HOLDINGS, INC., a Delaware corporation (the “Borrower” as further defined in the Credit Agreement), each of the subsidiaries of the Borrower listed on Annex A hereto or that becomes a party hereto pursuant to Section 21 hereof (each such subsidiary, individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”; and together with Holdings and, other than with respect to its own obligations, the Borrower, collectively, the “Guarantors”), and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent for the Second Lien Secured Parties (as defined below) (in such capacity, together with its successors, assigns, designees and sub-agents in such capacity, the “Second Lien Collateral Agent”).

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FIRST LIEN SECURITY AGREEMENT
First Lien Security Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York

FIRST LIEN SECURITY AGREEMENT, dated as of October 22, 2018 (this “Agreement”), among GLOBE INTERMEDIATE CORP., a Delaware corporation (“Holdings”), GOBP HOLDINGS, INC., a Delaware corporation (the “Borrower”), each of the subsidiaries of the Borrower listed on Annex A hereto or that becomes a party hereto pursuant to Section 7.13 (each such subsidiary, individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; and, together with Holdings and the Borrower, collectively, the “Grantors”), and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent for the First Lien Secured Parties (as defined below) (in such capacity, together with its successors, assigns, designees and sub-agents in such capacity, the “Collateral Agent”).

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SECOND LIEN CREDIT AGREEMENT Dated as of October 22, 2018 among GLOBE INTERMEDIATE CORP., as Holdings, GOBP HOLDINGS, INC., as the Borrower, The Several Lenders from Time to Time Parties Hereto, and MORGAN STANLEY SENIOR FUNDING, INC., as...
Intercompany Loan Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York

SECOND LIEN CREDIT AGREEMENT, dated as of October 22, 2018, among GLOBE INTERMEDIATE CORP., a Delaware Corporation (“Holdings”; as hereinafter further defined), GOBP HOLDINGS, INC., a Delaware corporation (the “Borrower”; as hereinafter further defined), the Lenders (as hereinafter defined) from time to time party hereto, and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent and Collateral Agent.

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FIRST LIEN TRADEMARK SECURITY AGREEMENT
First Lien Trademark Security Agreement • May 22nd, 2019 • Grocery Outlet Holding Corp. • Retail-grocery stores • New York

This FIRST LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “First Lien IP Security Agreement”), dated as of October 22, 2018, between the Person listed on the signature pages hereof (the “Grantor”), and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent for the First Lien Secured Parties (in such capacity, together with its successors, assigns, designees and sub-agents in such capacity, the “Collateral Agent”).

Sample 1
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