SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 21st, 2022 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • New York
This CREDIT AGREEMENT is entered into as of January 28, 2016 among VITAMIN COTTAGE NATURAL FOOD MARKETS, INC., a Colorado corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 12, 2013 among VITAMIN COTTAGE NATURAL FOOD MARKETS, INC., as Borrower The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative AgentCredit Agreement • December 12th, 2013 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
Exhibit C-1 — U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
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).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • December 13th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores
This PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of October 31, 2012, is entered into by and between Natural Grocers by Vitamin Cottage, Inc., a Delaware corporation (“Debtor”), and JPMorgan Chase Bank, N.A., 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).
LEASELease • May 5th, 2022 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
THIS LEASE (“Lease”) is made effective as of May 4, 2022 (the “Effective Date”) by and between Chalet Properties, LLC, a Colorado limited liability company (“Landlord”) and Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation (“Tenant”).
GUARANTYGuaranty Agreement • December 13th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
This GUARANTY AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Guaranty”) is made as of October 31, 2012 by Natural Grocers by Vitamin Cottage, Inc., a Delaware corporation (“Guarantor”), in favor of JPMorgan Chase Bank, N.A., 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).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 7th, 2017 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • New York
This CREDIT AGREEMENT is entered into as of January 28, 2016 among VITAMIN COTTAGE NATURAL FOOD MARKETS, INC., a Colorado corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
·] shares Natural Grocers by Vitamin Cottage, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 5th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • New York
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.
VITAMIN COTTAGE NATURAL FOOD MARKETS, INC. SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 29th, 2015 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
This Second Amended and Restated Employment Agreement (this “Agreement”) is entered into as of the 14th day of January, 2015, 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”).
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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2012 by and among Natural Grocers by Vitamin Cottage, Inc., a Delaware corporation (the “Company”), the Persons listed as Eligible Stockholders on Schedule 1 attached hereto and the Persons listed as Stockholder Representatives on Schedule 2 attached hereto.
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.
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 22nd, 2023 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • New York
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of November 16, 2023 (this “Amendment”), is entered into among VITAMIN COTTAGE NATURAL FOOD MARKETS, INC., a Colorado corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
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”)
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 12th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores
AGREEMENT AND PLAN OF MERGER, dated as of , 2012 (this “Agreement”), by and among Natural Grocers by Vitamin Cottage, Inc., a corporation organized under the laws of the State of Delaware (“Parent”), Vitamin Merger, Inc., a corporation organized under the laws of the State of Delaware and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation (the “Company”). Merger Subsidiary and the Company are sometimes referred to collectively as the “Constituent Corporations.”
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 22nd, 2021 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • New York
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of September 16, 2021 (this “Amendment”), is entered into among VITAMIN COTTAGE NATURAL FOOD MARKETS, INC., a Colorado corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
AMENDMENT TO CUSTOMER DISTRIBUTION AGREEMENTCustomer Distribution Agreement • August 2nd, 2018 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores
This Amendment to Customer Distribution Agreement (“Amendment”) is dated as of May 25, 2018 (the “Amendment Date”) by and among United Natural Foods, Inc., a Delaware corporation (“UNFI”), Tony’s Fine Foods, a California corporation (“Tony’s”) and Albert’s Organics, a California corporation (“Albert’s”) (UNFI, Tony’s and Albert’s being collectively referred to as “Supplier”), and Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation (“Customer”). Capitalized terms used but not otherwise defined herein shall have the same meanings as in the Agreement (as that term is defined below).
FIRST AMENDMENT TO LEASELease • August 1st, 2019 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores
THIS FIRST AMENDMENT TO LEASE (this "First Amendment") is made and entered into as of July 31, 2019 (the “Effective Date”) by and between Chalet Properties, Austin, LLC, a Texas limited liability company (“Landlord”), and Vitamin Cottage Natural Food Markets, Inc., a Colorado corporation (“Tenant”).
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
Joint Filing AgreementJoint Filing Agreement • August 6th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D or, to the extent permitted by applicable law, Schedule 13G with respect to the Common Stock, par value $0.001 per share, of Natural Grocers by Vitamin Cottage, Inc., a Delaware corporation, beneficially owned by them on a combined basis, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. The undersigned further agree that any amendments to such statement on Schedule 13D or, if applicable, Schedule 13G shall be filed jointly on behalf of each of them without the necessity of entering into additional joint filing agreements.
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.
FIRST AMENDMENT TO LEASELease • May 4th, 2023 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is dated and made effective May 3, 2023, by and between CHALET PROPERTIES, LLC (“Landlord”), and VITAMIN COTTAGE NATURAL FOOD MARKETS, INC., successor-in-interest to Boulder Vitamin Cottage Group, LLC (“Tenant”).
COMMERCIAL LEASECommercial Lease • June 29th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
STOCKHOLDERS AGREEMENTStockholders Agreement • July 12th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
Stockholders Agreement (this “Agreement”), dated as of , 2012 (the “Effective Date”), by, between and among (i) each of Kemper Isely, Zephyr Isely, Heather C. Isely, Elizabeth Isely, Lark Isely, Lucas B. Isely, Charity Isely, Mariah C. Isely, and Guy D. Isely (the “Individual Stockholders”), (ii) the limited liability companies listed on Exhibit A hereto (collectively, the “Exhibit A LLCs”), (iii) the limited liability companies listed on Exhibit B hereto (collectively, the “Exhibit B LLCs”, and together with the Exhibit A LLCs, the “LLCs”), (iv) Kemper Isely and Zephyr Isely, not individually, but in their capacity as trustees (in such capacity, each a “Trustee” and, collectively, the “Trustees”) of the LaRock and Luke Isely Trust (the “Trust”), (v) Anthony Andueza, not individually, but in his capacity as custodian (in such capacity, the “Custodian”) of the custodial accounts listed on Exhibit C (each, an “UTMA” and, collectively, the “UTMAs”), (vi) each of the individuals listed on
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”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • January 28th, 2016 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores
THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of January 28, 2016 among VITAMIN COTTAGE NATURAL FOOD MARKETS, INC., a Colorado corporation (the “Borrower”), Natural Grocers by Vitamin Cottage, Inc., a Delaware corporation (the “Parent”), VITAMIN COTTAGE TWO LTD. LIABILITY COMPANY, a Colorado limited liability company, and such other parties that may become Obligors hereunder after the date hereof (together with the Borrower and the Parent, individually an “Obligor”, and collectively the “Obligors”) and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Secured Obligations (defined below).
ELEVENTH AMENDMENT TO CREDIT AGREEMENTPledge and Security Agreement • November 5th, 2012 • Natural Grocers by Vitamin Cottage, Inc. • Retail-grocery stores • Colorado
This Eleventh Amendment to Credit Agreement (this “Amendment”), dated as of the 31st day of October, 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.
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.
