Attached files
| file | filename |
|---|---|
| EX-32.2 - EXHIBIT 32.2 - VILLAGE SUPER MARKET INC | vlgea2017729-ex322.htm |
| EX-32.1 - EXHIBIT 32.1 - VILLAGE SUPER MARKET INC | vlgea2017729-ex321.htm |
| EX-31.2 - EXHIBIT 31.2 - VILLAGE SUPER MARKET INC | vlgea2017729-ex312.htm |
| EX-31.1 - EXHIBIT 31.1 - VILLAGE SUPER MARKET INC | vlgea2017729-ex311.htm |
| EX-23 - EXHIBIT 23 - VILLAGE SUPER MARKET INC | vlgea2017729-ex23.htm |
| EX-21 - EXHIBIT 21 - VILLAGE SUPER MARKET INC | vlgea2017729-ex21.htm |
| EX-14 - EXHIBIT 14 - VILLAGE SUPER MARKET INC | vlgea2017729-ex14.htm |
| EX-10.17 - EXHIBIT 10.17 - VILLAGE SUPER MARKET INC | a1017promissorynote.htm |
| EX-10.16 - EXHIBIT 10.16 - VILLAGE SUPER MARKET INC | a1016promissorynote.htm |
| EX-10.15 - EXHIBIT 10.15 - VILLAGE SUPER MARKET INC | a1015promissorynote.htm |
| EX-4.6 - EXHIBIT 4.6 - VILLAGE SUPER MARKET INC | vlgea2017729ex46.txt |
| EX-3.1 - EXHIBIT 3.1 - VILLAGE SUPER MARKET INC | a31certificateofincorpor.htm |
| 10-K - 10-K - VILLAGE SUPER MARKET INC | vlgea2017729-10xk.htm |
STOCKHOLDERS' AGREEMENT
AGREEMENT, dated as of August 20, 1987, as amended on February 20, 1992, by and
among WAKEFERN FOOD CORP., a New Jersey corporation with principal offices located at
5000 Riverside Drive, Keasbey, New Jersey 08832 ("Wakefern"), and each of the member
stockholders of Wakefern listed on Schedule 1 hereto (hereinafter individually called a
"Stockholder" and collectively the "Stockholders").
W I T N E S S E T H:
Premises:
A. Wakefern is a corporation operated on the cooperative plan and the Stockholders
are retail merchants primarily dealing in consumer products for home use deriving mutual
economic and merchandise assistance Wakefern; and
B. Each of the Stockholders is an owner of shares of Class B or Class C Common
Stock of Wakefern and, in some instances, also of shares of Class A Common Stock of Wakefern
(the Class A, B and C Common Stock being hereinafter collectively referred to as the "Common
Stock"); and
C. Wakefern's viability is based primarily on volume generated by aggregating the
purchasing power of all of the Stockholders; and
D. The Board of Directors of Wakefern and the Stockholders believe it is in
Wakefern's and each of the Stockholder's best interest that the Stockholders continue to purchase
their supplies and inventory from Wakefern; and
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E. The Board of Directors and the Stockholders of Wakefern believe it is in
Wakefern's and each of the Stockholder's best interest to undertake a major capital expenditure
program in order to increase the merchandise handling capacity of Wakefern and to promote
retail growth; and
F. To induce one or more lending institutions to provide the necessary financing for
such capital expenditure program, the Stockholders have agreed, subject to the terms and
conditions contained herein, to make certain financial commitments to Wakefern;
NOW, THEREFORE, for and in consideration of the premises and the mutual promises
and covenants hereinafter contained, Wakefern and the Stockholders hereby agree as follows:
1. COMMITMENT TO PARTICIPATE
1.1. Minimum Patronization Requirement. Each Stockholder, during the term of this
Agreement (the "Term"), shall purchase from Wakefern, during each quarter of each fiscal year
of Wakefern, at least 85% of such Stockholder's purchases for each of such Stockholder's stores
in each of Wakefern's product categories listed on Schedule 2(A) hereto (the "Product
Categories"), as the same may be amended from time to time by the Board of Directors of
Wakefern (the "Products") and all programs listed on Schedule 2(B) hereto as mandated by the
Board of Directors of Wakefern, as the same may be amended from time to time by the Board of
Directors of Wakefern (the "Programs"), upon such terms and conditions as to price and delivery
as shall be established by Wakefern from time to time. Such purchase and participation
commitments shall be called the "minimum patronization requirement."
1.2. Binding Effect. The minimum patronization requirement shall be binding upon all
the Stockholders with respect to all supermarkets, food stores and/or grocery stores now or
hereafter operated by each such Stockholder, or by any entity or entities with which such
Stockholder is affiliated, and that are serviced by Wakefern at site locations approved by
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Wakefern in the manner provided in the By-Laws of Wakefern as the same may be amended
from time to time.
1.3 Reports. On or prior to 120 days after the close of each fiscal year of each
Stockholder, such Stockholder shall furnish to Wakefern a report showing the dollar amount of
such Stockholder's total purchases of the Products in each of Wakefern's product categories and
the items included in Wakefern's board mandated Programs purchased from any source for such
Stockholder's most recent fiscal year. Upon the written request of Wakefern, a Stockholder shall
furnish to Wakefern within 45 days after the close of the fiscal quarter of the Stockholder for
which such request is made a report showing the dollar amount of such Stockholder's total
purchases of the Products in each of Wakefern's product categories and the items included in
Wakefern's board mandated Programs purchased from any source for the Stockholder's fiscal
quarter then ended. Each such report shall be subject to review, at the option of Wakefern, by
Wakefern's regular independent public accountants.
2. FAILURE TO OBSERVE MINIMUM PATRONIZATION REQUIREMENT;
WITHDRAWALS; SALE OF A STORE; SALE OF STOCKHOLDER TO
WAKEFERN; RIGHT OF FIRST REFUSAL
The Stockholders and Wakefern acknowledge and agree that (a) the failure of one or
more Stockholders to observe the minimum Patronization requirement; (b) the Withdrawal (as
hereinafter defined) of one or more Stockholders from Wakefern; or (c) the Sale of a Store (as
hereinafter defined), will have the effect of increasing the financial burden of all the
Stockholders with respect to meeting the financial obligations Wakefern is to assume under its
capital expenditure program.
Accordingly, each Stockholder agrees as follows:
2.1. Failure to Observe Minimum Patronization Requirement. If a Stockholder fails to
meet or refuses to comply with the minimum patronization requirement set forth in Section 1.1
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hereof, such defaulting Stockholder shall be required to pay to Wakefern in cash within 10 days
after demand therefore, an amount calculated pursuant to the provisions of Schedule 3 hereto;
provided, however, that such payment may be waived, in whole or in part, by an affirmative vote
of at least 12 members of the Board of Directors of Wakefern. Such payment obligation may be
imposed on a defaulting Stockholder irrespective of the reason that such Stockholder ceases to
meet the minimum patronization requirement (other than by, and to the extent of, "force
majeure" as hereinafter defined or if an exemption therefrom exists under this Agreement),
including, without limitation, by reason of change in control or other disposition of all or a part
of such Stockholder's business. The imposition of such payment obligation on such Stockholder
shall be binding and conclusive on such Stockholder unless waived pursuant to the provisions
contained in Section 2.1. As used herein, "force majeure" shall mean the inability of a
Stockholder to purchase Products from Wakefern by reason of events or contingencies beyond
such Stockholder's reasonable control including, but not limited to, fire, flood, explosion,
sabotage, other natural or made disaster, act of any government, labor dispute, lack of shipping
facilities or, without limiting the foregoing, any other circumstance that could not have been
avoided with reasonable care. The determination of what constitutes "force majeure" shall be
made by the Board of Directors of Wakefern, in its sole discretion.
2.2. Notice of Withdrawals; Withdrawal Payment. Each Stockholder agrees to give
Wakefern at least thirty (30) days' prior written notice of the happening of any of the following
events (each a "Withdrawal"):
(i) a sale or other disposition for value of all or substantially all ShopRite
supermarket business of such Stockholder in a single transaction or series of
related transactions; or
(ii) the merger or consolidation of such Stockholder with or into another
entity (irrespective of whether such Stockholder is the surviving or disappearing
entity); or
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(iii) the transfer of, or any transaction or series of transactions that have
the effect of transferring, a "controlling interest" in such Stockholder (for
purposes hereof, a "controlling interest" in such Stockholder shall mean such
interest as confers on the holder thereof the power to direct or cause the direction
of the management and policies of such Stockholder).
Except as provided in Section 2.4 hereof, upon the occurrence of a Withdrawal prior to the
expiration of the Term, such Stockholder shall pay to Wakefern an amount calculated pursuant to
the provisions of Schedule 4 hereto the ''Withdrawal Payment." Upon payment of the
Withdrawal Payment and the payment and discharge of all obligations of such Stockholder
incurred hereunder prior to the date of such Withdrawal Payment, such Stockholder shall
thereafter have no further obligation under this Agreement. However, such discharge shall in no
way affect the obligations of such Stockholder to Wakefern or any affiliate of Wakefern arising
under any other agreement or in connection with any transaction or relationship of such
Stockholder with Wakefern or such affiliate.
2.3 Notice of Sale of Store; Sale of a Store Payment.
(a) Each Stockholder agrees to give Wakefern at least thirty (30) days' prior written
notice of the happening of the following event (a "Sale of a Store"):
a sale or other disposition (including, without limitation, the closing of a
store) other than a Withdrawal, whether by merger, consolidation, sale of
capital stock, sale of assets or otherwise, of a supermarket, food or grocery
store (a "Store") owned, operated or controlled by such Stockholder, which
Store is being serviced by Wakefern.
Except as provided in Sections 2.3(b) and (c) or Section 2.4 hereof, upon the occurrence of a
Sale of a Store prior to the expiration of the Term, such Stockholder shall pay to Wakefern at the
end of each fiscal year thereafter until the earlier to occur of (i) the tenth anniversary of Sale of a
Store and (ii) the expiration of the Term, commencing with the fiscal year in which such Sale of
a Store occurs, an amount calculated pursuant to the provisions of Schedule 3 hereto (the "Sale
of a Store Payment"). If a Stockholder shall be due any payment by Wakefern pursuant to
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Wakefern's Investment Policy as a result of a Sale of a Store, Wakefern may first apply any such
amount due such Stockholder to satisfy such Stockholder's indebtedness to Wakefern in respect
of any unpaid obligations under notes of such Stockholder pursuant to Wakefern's Investment
Policy. Upon payment of all of the Sale of a Store Payments required hereunder and the
payment and discharge of all obligations of the Stockholder incurred hereunder prior to the date
of such Sale of a Store Payment, such Stockholder shall thereafter have no further obligation to
Wakefern under this Agreement with respect to such Store sold. However, such discharge shall
in no way affect the obligations of such Stockholder to Wakefern or any affiliate of Wakefern
arising under any other agreement or in connection with any transaction or relationship of such
Stockholder with Wakefern or such affiliate.
(b) Such Stockholder shall not be obligated to make any Sale of a Store Payments if (i)
the Store sold in such Sale of a Store (a "Sale of an Underfacilitated Store") has not made a profit
for the fiscal year immediately preceding such Sale of a Store and if such Store either (x) has a
sales area of less than 20,000 square feet or (y) for the twelve month period immediately
preceding such Sale of a Store has average weekly sales of less than $300,000 (an
"Underfacilitated Store"); provided, however, that before any Stockholder may effect a Sale of
an Underfacilitated Store, such Stockholder must first comply with the provisions of Section 2.7,
or (ii) for each year in which the volume of purchases of the Products in each of the Product
Categories and Programs by all the ShopRite Stores owned by the affected Stockholder
(exclusive of the volume of purchases of the Products incurred as a result of the acquisition of
ShopRite Stores from other members of Wakefern during the year in which such Store is sold or
during subsequent years to the extent of the volume of purchases for such acquired Stores during
the year in which such affected Store is sold the "Purchase Volume" for such year), equals or
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exceeds the "minimum patronization requirement" of such Stockholder (assuming the affected
Store had not been sold) for the fiscal year for which such Sale of a Store Payment is to be
effected. For the purposes of the calculations specified in this Section 2.3(b) and Section 2.3(c)
below, the "minimum patronization requirement" of a Store sold is the "minimum patronization
requirement" for such Store for the fiscal year immediately preceding such sale.
(c) Notwithstanding anything to the contrary contained in Section 2.3(a) above, if for any
year the Purchase Volume of a Stockholder for any year subsequent to the Sale of a Store is less
than the "minimum patronization requirement" of such Stockholder (assuming such Store had
not been sold) the amount of such deficiency hereinafter referred to as the "Shortfall" but is
greater than the "minimum patronization requirement" of such Stockholder for all Stores other
than such sold Store, then the Sale of a Store Payment to be made by such Stockholder hereunder
for such year shall be reduced to a fraction thereof, the numerator of which is the Shortfall, and
the denominator of which is the "minimum patronization requirement" for such sold Store.
2.4 Qualified Successor. Notwithstanding the foregoing provisions of this Section 2,
if the purchaser acquiror or successor in any Withdrawal or Sale of a Store is a "qualified
successor" (as hereinafter defined), such Stockholder, upon completion of the Withdrawal or
Sale of a Store described in said notice, shall be relieved of all obligations under this Agreement
with respect to such Withdrawal or Sale of a Store arising at the time of or immediately after the
date of completion of such Withdrawal or Sale of a Store. For purposes of this Section 2.4, the
term "qualified successor" shall mean Wakefern, a direct or indirect wholly owned subsidiary of
Wakefern or any person, firm or corporation that agrees in writing to be bound by all the
provisions of this Agreement and the By-Laws of Wakefern as in effect from time to time, is
financially sound (as determined by the Board of Directors of Wakefern) and that is neither
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directly nor indirectly (a) an operator or owner of a chain of 25 or more supermarkets, other than
ShopRite supermarkets, in the United States, or (b) an owner or operator of one or more
supermarkets, other than ShopRite supermarkets, in any of the States of New York, New Jersey,
Pennsylvania, Delaware, Maryland, Virginia, Connecticut Massachusetts, Rhode Island,
Vermont, New Hampshire or Maine, or in Washington, D.C.
2.5 Implementation of Withdrawal Payment and Sale of a Store Payment. The
implementation and mechanics of payment of the Withdrawal Payment and the Sale of a Store
Payment shall be determined by the Board of Directors of Wakefern in its sole discretion. The
Withdrawal Payment may be waived, in whole or in part, by an affirmative vote of at least two-
thirds 2/3 of the members of the Board of Directors of Wakefern, but in no event less than twelve
members of such board.
2.6 [INTENTIONALLY OMITTED]
2.7 Right of First Refusal.
(a) Any Stockholder desiring to effect the Sale of an Underfacilitated Store to a non-
qualified successor in a bona fide transaction shall first offer to sell such Underfacilitated Store
to Wakefern at the same price and on the same terms and conditions as those proposed in the
transaction between such Stockholder and such purchaser, provided that if such Underfacilitated
Store is not to be disposed of for value (a "Section 2.7(c) Sale"), then Wakefern shall have the
right to purchase such Underfacilitated Store at its "fair value" (determined in accordance with
subsection 2.7(c) below). Each such offer shall be made by written notice to Wakefern, which
notice shall provide full details of the proposed sale, including the identity of the proposed
purchaser (the "Notice"). Wakefern shall have a period (the "Offering Period") of thirty (30)
days or, in the case of a Section 2.7(c) Sale, thirty-five 35 days, in which to accept the offer,
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which acceptance must be in writing (the "Acceptance"). The selling Stockholder shall
cooperate fully with Wakefern by making available to Wakefern, upon reasonable notice, during
regular business hours, its books, records, assets and properties for examination
(b) In the event that Wakefern declines to purchase such Underfacilitated Store during
the Offering Period, the Stockholder shall have the right, subject to compliance with all other
provisions of this Agreement, including those set forth in this Section 2.3(b) hereof, and all other
agreements or rules by which the Stockholder is bound including, without limitation, the By-
Laws of Wakefern, to dispose of such Underfacilitated Store upon the terms and conditions
(including the price, if any) so stated in the Notice in a bona fide transaction during the thirty
(30) day period commencing on the earlier to occur of (i) Wakefern's rejection by written notice
to the Stockholder of such Stockholder's offer, or (ii) the Offering Period expires without
Wakefern responding to such Stockholder's offer. If such Underfacilitated Store is not disposed
of within such thirty (30) day period, then such Underfacilitated Store shall once again be subject
to the rights of first refusal set forth in this Section 2.7.
(c) For purposes of Section 2.7(a), "fair value" of an Underfacilitated Store shall be
determined as follows: Within ten (10) days of the date of delivery of the Notice, Wakefern shall
appoint one investment banking firm (the "independent investment banking firm") from among
the investment banking firms listed on Schedule 5 hereto (or any other investment banking firm
agreed to by the selling Stockholder). Within twenty (20) days after such appointment, the
independent investment banking firm shall determine the fair value of the Underfacilitated Store,
without taking into account any third party offer made for such Underfacilitated Store and
without giving effect to this Agreement. Wakefern shall pay the fee of the independent
investment banking firm. The selling Stockholder shall cooperate fully with the independent
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investment banking firm by making available to such firm, upon reasonable notice, during
normal business hours, its books, records, assets and properties for examination. In the case of a
Section 2.7(c) Sale, not later than ten 10 days following its delivery of the Acceptance, Wakefern
shall consummate its purchase of the Underfacilitated Store for a purchase price equal to the fair
value determined in accordance with this subsection 2.7(c). Wakefern shall have the right to pay
the purchase price in any combination of cash, debt and securities designated by it (the debt or
securities so issued shall be (i) redeemable for cash at the option of Wakefern, (ii) negotiable
instruments (as such term is defined in the Uniform Commercial Code) and (iii) redeemable for
cash at the option of such Stockholder at any time after the second anniversary of the issuance
thereof), provided that the aggregate consideration paid by Wakefern is in the opinion of the
independent investment banking firm equal in value to the all cash purchase price
3. MISCELLANEOUS
3.1. Effectiveness of Agreement. This Agreement shall become effective upon (i) the
approval by the Board of Directors of Wakefern of this Agreement and (ii) the execution of
counterpart copies hereof by the Stockholders whose supermarket operations in the aggregate
accounted for 75% or more of Wakefern's total sales of Products during Wakefern's fiscal year
ended September 27, 1986. In the event that both of said conditions shall not have been fulfilled
prior to October 1, 1987, this Agreement shall be null and void and without force or effect.
3.2 Successors and Assigns; New Stockholders. This Agreement shall inure to the
benefit of and shall be binding upon the heirs, executors, personal representatives, successors and
assigns of each of the parties hereto. Each new holder of Class B or Class C Stock of Wakefern,
as a condition precedent to becoming a holder of such Stock shall be required to execute a
counterpart of this Agreement, in which case references herein to a "Stockholder" or
"Stockholders" shall include such new stockholder. The provisions of this Agreement shall not
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be binding upon any member-stockholder of Wakefern that does not become a party hereto as a
Stockholder.
3.3. Governing Law. This Agreement shall be governed by, and shall be construed
and enforced in accordance with, the laws of the State of New Jersey.
3.4 Entire Agreement. From and after October 4, 1987, this Agreement shall
constitute the entire understanding among the parties hereto with respect to the subject matter
hereof and shall supersede the Stockholders' Agreements by and among Wakefern and certain of
its members dated July 2, 1979 and July 6, 1983 (the "Prior Agreements"). The rights and
obligations of Wakefern under each of the Prior Agreements shall not be altered or impaired
hereby with respect to any member of Wakefern who does not become a party to this Agreement.
This Agreement may not be changed or amended, nor any of its provisions waived, discharged or
terminated, except by an agreement in writing signed by the Stockholders whose supermarket
operations in the aggregate accounted for 75% or more of Wakefern's total sales of the Products
to Stockholders who are parties to this Agreement during the fiscal year of Wakefern
immediately preceding the date as of which such change, amendment, waiver, discharge or
termination is to be effectuated.
3.5. Section Headings. The section headings of this Agreement are for convenience of
reference only and shall not limit or define the text hereof.
3.6. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
agreement among Wakefern and all the Stockholders.
3.7 Notices. All notices to any party hereto required to be given under this Agreement
shall be in writing and sent, by first-class registered
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or certified mail, postage prepaid, if to Wakefern, at its principal executive offices (attention of
the President) and if to any Stockholder or any shareholder of any Stockholder, at. the address of
such Stockholder set forth on Schedule 1 hereto.
3.8. Term of Agreement. This Agreement, and the rights and obligations of the parties
hereto contained herein, shall remain in full force and effect until the Termination Date (as
hereinafter defined). For purposes hereof, the "Termination Date" shall mean the date which is
the tenth anniversary of the date (hereinafter the "Determination Date") on which the Company
receives written notice signed by the Requisite Stockholders (as hereinafter defined) requesting
that this Agreement be terminated pursuant to this Section 3.8. For purposes hereof, the term
"Requisite Stockholders" shall mean a Stockholder or group of Stockholders whose supermarket
operations, in the aggregate, accounted for at least 75% of Wakefern's total sales of the Products
during the most recent fiscal year of Wakefern ended prior to the Determination Date to Stock-
holders who are parties to this Agreement on the Determination Date.
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IN WITNESS WHEREOF, Wakefern and each of the Stockholders have caused this
Agreement to be duly executed as of the date first above written.
WAKEFERN FOOD CORP.
By:
Joseph M. Sheridan
President & COO
By:
(Duly authorized officer or partner of
Stockholder)
DATED AND EFFECTIVE AS OF: ______________________________
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WAKEFERN FOOD CORP. STOCKHOLDERS
SCHEDULE 1
AJS Supermarkets, LLC
Ammons Supermarkets, LLC
Berat Corporation
Bracey’s Supermarket, Inc.
Brookdale ShopRite, Inc.
Brown’s Super Stores, Inc.
Buonadonna Shop Rite, LLC
Colligas Family Markets, LP
Collins Family Markets, Inc.
Cowhey Family Supermarket, LP
Cuellar, LLC
Delaware Supermarkets, Inc.
Drust Markets, LLC
Five Star Supermarkets of Norwich, Inc.
Food Parade, Inc.
Fresh Grocer Holdings, LLC
Gallagher Family Markets, LLC
Glass Gardens, Inc.
GMS Zallie Holdings, Inc.
Grade A Markets, Inc.
Inserra Supermarkets, Inc.
Janson Supermarkets, LLC
Joseph Family Markets, LLC
K Thompson Foods LLC
Kearny Shop-Rite, Inc.
Kinsley’s Market of Tannersville, Inc.
Klein’s Tower Plaza, Inc.
KMLT, LLC
KRE Incorporated
KTM Supermarkets, Inc.
Little Falls ShopRite Supermarkets, Inc.
Milford Markets, Inc.
Miller Farms Family Markets, LLC
Nutley Park Shop Rite, Inc.
Perlmart, Inc.
Richard J. McMenamin, Inc.
Ronetco Supermarkets, Inc.
Saker ShopRites, Inc.
Shop-Rite of Carteret, Inc.
ShopRite of Hunterdon County, Inc.
ShopRite of Lincoln Park, Inc.
ShopRite of Oakland, Inc.
ShopRite of Waterbury, LLC
Somerset Stores, LLC
Sunrise ShopRite, Inc.
Supermarkets of Cherry Hill, Inc.
Village Super Market, Inc.
Waverly Markets, LLC
4977, LLC
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03/10/16
Corp/Sched 1
SCHEDULE 2
PART A
PARTICIPATION REQUIREMENTS – PRODUCT CATEGORIES
APPETIZING
BAKERY
DAIRY
DELI
EGGS
FROZEN FOOD
GENERAL MERCHANDISE FULL SERVICE PROGRAMS
ENERAL MERCHANDISE
GROCERY
HABA FUL SERVICE PROGRAMS
HABA
ICE CREAM
ICE CUBES
MEAT
PHARMACY
PRODUCE
SEAFOOD
SPECIALTY GOURMET & NATURAL FOODS
TOBACCO
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SCHEDULE 2
PART B
ShopRite Milk Program
(where available)
Non-Union Retail Medical Insurance
General Liability Insurance Program
Greeting Cards
Magazines
Front End Systems
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SCHEDULE 3
In respect of a Stockholder’s minimum patronization requirement for Wakefern’s Products, the amount to be paid to
Wakefern in the event of default under Section 2.1 or in the event of a Sale of a Store pursuant to Section 2.3 shall
be the difference between the amount of minimum patronization revenues each store should have generated had
each store complied with the minimum patronization requirement for each of the categories included in Schedule 2
and the amount of the actual purchases made by each store from Wakefern multiplied by the Profit Contribution
factor as contained in the approved Profit Plan of Wakefern for the applicable fiscal year. In respect of a
Stockholder’s minimum patronization requirement for Programs mandated by Wakefern’s board of directors, the
amount to be paid to Wakefern in the event of default under Section 2.1 shall be determined on an individual
program basis by the board of directors of Wakefern.
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SCHEDULE 4
The amount to be paid to Wakefern upon the happening of a Withdrawal pursuant to Section 2.2 shall equal the sum
of each amount obtained when (a) the net present value (assuming the prime rate of interest as then in effect at the
First Fidelity Bank of Newark, New Jersey) of the “minimum participation requirements” for each of the product
categories for the store or stores so sold or withdrawn over the number of years equal to the lesser of (i) ten and (ii)
if the Requisite Stockholders have given notice pursuant to Section 3.8 requesting that this Agreement be
terminated, the number of years (including the year in which the sale or withdrawal occurs) remaining in the Term,
is multiplied by (b) the respective Profit Contribution factor for each of the product categories as contained in the
approved Profit Plan of Wakefern for the year in which the sale occurs. For purposes of this Schedule 4, “minimum
participation requirements” shall mean the minimum patronization requirements for each of the product categories
for such store or stores so sold or withdrawn for the completed fiscal year prior to the year in which the sale or
withdrawal occurs.
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SCHEDULE 5
INVESTMENT BANKING FIRMS
Goldman Sachs Group, Inc.
Bank of America Corporation
Lazard Ltd.
Prudential Financial, Inc.
Morgan Stanley
UBS, AG.
J. P. Morgan Chase & Co.
Citigroup Inc.
03/10/16