UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of the earliest event reported): June 26, 2014 UNIFIED GROCERS, INC. (Exact name of registrant as specified in its charter) California 000-10815 95-0615250 (State or other jurisdiction of incorporation or organization) (Commission File Number) 5200 Sheila Street, Commerce, CA 90040 (Address of principal executive offices) (Zip Code) (323) 264-5200 (Registrant s telephone number, including area code) (I.R.S. Employer Identification No.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement. On June 26, 2014, Grocers Capital Company ( GCC ), a wholly-owned finance subsidiary of Unified Grocers, Inc. (the Company ), entered into Amendment Number Three to Loan and Security Agreement, dated as of September 24, 2010 (the GCC Loan Amendment ), by and among GCC, the lenders party thereto, and California Bank & Trust, as Arranger and Administrative Agent. The GCC Loan Amendment extended the maturity date of the Loan and Security Agreement from June 30, 2014 to September 30, 2014. The GCC Loan Amendment, except as expressly stated, does not modify the Loan and Security Agreement, which remains unmodified and in full force and effect. On June 27, 2014, the Company entered into a First Amendment and Consent (the Amendment ) with Wells Fargo Bank, N.A., as administrative agent and the lenders party thereto, modifying the Company s Amended and Restated Credit Agreement dated as of June 28, 2013 (the Credit Agreement ). The Amendment provides for a modification of the excess availability calculations under the Credit Agreement to accommodate normal seasonal working capital needs in the period from June 27, 2014 to January 15, 2015. The Amendment does not change the $275 million maximum amount that can be borrowed under the Credit Agreement, but does provide additional flexibility under certain provisions of the Credit Agreement and increases the amount of permitted indebtedness of the Company s finance subsidiary from $25 million to $30 million. The Amendment, except as expressly stated, does not modify the Credit Agreement and other loan documents, which remain unmodified and in full force and effect. Exhibits Incorporation by Reference Copies of the GCC Loan Amendment and the Amendment are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by this reference. The foregoing descriptions of the GCC Loan Amendment and the Amendment do not purport to be complete and are qualified in their entirety by reference to the exhibits. Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99.1 Amendment Number Three to Loan and Security Agreement, dated as of June 26, 2014, by and among Grocers Capital Company, the lenders signatory thereto, and California Bank & Trust, as Arranger and Administrative Agent. 99.2 First Amendment and Consent, dated as of June 27, 2014, by and among Unified Grocers, Inc., the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 2, 2014 UNIFIED GROCERS, INC. By /s/ Harry H. Demas Harry H. Demas General Counsel and Secretary
Exhibit 99.1 AMENDMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENT This Amendment Number Three to Loan and Security Agreement, dated as of June 26, 2014 ( Amendment ), amends that certain Loan and Security Agreement, dated as of September 24, 2010, as amended by that certain Amendment Number One to Loan and Security Agreement, dated as of September 19, 2013 and that certain Amendment Number Two to Loan and Security Agreement, dated as of March 12, 2014 (as so amended and as further amended, supplemented and restated from time to time, the Loan Agreement ) (all capitalized terms used in this Amendment shall have the meanings ascribed thereto in the Loan Agreement unless specifically defined herein), by and among GROCERS CAPITAL COMPANY, a California corporation ( Borrower ), the Lenders party thereto and CALIFORNIA BANK & TRUST, a California banking corporation, in its capacity as arranger and administrative agent for the Lenders (together with its successors and assigns in such capacity, Agent ), with respect to the following facts: A. The Borrower and Lenders wish to amend the Loan Agreement pursuant to the terms and provisions set forth in this amendment; and B. The parties hereto agree as follows: 1.1 Amendments to Loan Agreement. ARTICLE I AMENDMENTS (a) The definition of Maturity Date in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows: Maturity Date means September 30, 2014. ARTICLE II MISCELLANEOUS 2.1 Conditions Precedent. The effectiveness of this Amendment is expressly conditioned upon the receipt by Agent of the following: (a) an original of this Amendment duly executed by Borrower; and (b) such other agreements and documents as Agent may require in connection with the transactions contemplated hereunder, all in form and substance satisfactory to Agent in its sole and absolute discretion. 2.2 Ratification. (a) Except as specifically amended hereinabove, the Loan Agreement shall remain in full force and effect and is hereby ratified and confirmed; and 1
(b) Upon the effectiveness of this Amendment, each reference in the Loan Agreement to this Agreement, hereunder, herein, hereof or words of like import referring to the Loan Agreement shall mean and be a reference to the Loan Agreement as amended by this Amendment. 2.3 Representations and Warranties. Borrower represents and warrants as follows: (a) Each of the representations and warranties contained in Section 5 of the Loan Agreement is hereby reaffirmed as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date), each as if set forth herein; (b) The execution, delivery and performance of this Amendment are within Borrower s corporate powers, have been duly authorized by all necessary corporate action, have received all necessary approvals, if any, and do not contravene any law or any contractual restriction binding on Borrower; (c) This Amendment is the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms; (d) That in entering into this Amendment, Borrower has not relied on any representation, promise, understanding or agreement, oral or written, of, by or with, Agent or any Lender or any of their respective agents, employees, or counsel, except the representations, promises, understandings and agreements specifically contained in or referred to in the Loan Agreement, as amended hereby; and (e) No event has occurred and is continuing or would result from this Amendment, which constitutes an Event of Default under the Loan Agreement, or would constitute an Event of Default but for the requirement that notice be given or time elapse or both. 2.4 Entire Agreement. The Loan Agreement, as amended hereby, embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. 2.5 Conflicting Terms. In the event of a conflict between the terms and provisions of this Amendment and the terms and provisions of the Loan Agreement, the terms of this Amendment shall govern. In all other respects, the Loan Agreement, as amended and supplemented hereby, shall remain in full force and effect. 2.6 Miscellaneous. This Amendment shall be governed by and construed in accordance with the laws of the State of California. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any party hereto may execute this Amendment by signing such counterpart. [SIGNATURES ON FOLLOWING PAGE] 2
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be duly executed by their respective officers thereunto duly authorized as of the date first above written. BORROWER: GROCERS CAPITAL COMPANY, a California corporation By: /s/ Mark H. Speiser Name: Mark H. Speiser Title: Vice President AGENT AND LENDERS: CALIFORNIA BANK & TRUST, as Agent and a Lender By: /s/ Armine Petrosyan Name: Armine Petrosyan Title: Vice President NCB, FSB, as a Lender By: /s/ Michael J. Novak Name: Michael J. Novak Title: Sr. Vice President
Exhibit 99.2 FIRST AMENDMENT AND CONSENT THIS FIRST AMENDMENT AND CONSENT dated as of June 27, 2014 (this Agreement ), is entered into among UNIFIED GROCERS, INC., INC., a California corporation (the Borrower ), the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for Lenders (in such capacity, Administrative Agent ). PRELIMINARY STATEMENTS Borrower, Lenders and Administrative Agent are parties to that certain Amended and Restated Credit Agreement dated as of June 28, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement ). Borrower has requested that Administrative Agent and Lenders consent to the inclusion of suppressed availability for limited purposes and for a limited period, as more specifically set forth herein and, subject to the terms and conditions set forth herein, Administrative Agent and each of Lenders party hereto have agreed to grant such request of Borrower. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Defined Terms. Except as otherwise provided herein, all capitalized undefined terms used in this Agreement (including, without limitation, in the introductory paragraph and the preliminary statements hereto) shall have the meanings assigned thereto in the Credit Agreement (as amended by this Agreement). 2. Consent. Subject to, and in accordance with the terms and conditions set forth herein, Agent and the Lenders hereby consent and agree that solely for the period starting on and including the date hereof and ending on and including January 15, 2015 (the Suppressed EA Period ), Suppressed Excess Availability (as defined below) shall replace Excess Availability for purposes of determining: (a) the triggering of financial covenant testing in Section 7.6 of the Credit Agreement and the definition of Financial Covenant Period as used therein, (b) the triggering of cash dominion in Section 11(c) of the Security Agreement and the definition of Financial Covenant Period as used therein and (c) the frequency of collateral reporting in Schedule 6.1 to the Credit Agreement and the definition of Weekly Borrowing Base Period as used therein. Furthermore, the Borrower shall report Suppressed Excess Availability, in addition to Excess Availability, in each Compliance Certificate covering any period ending during the Suppressed EA Period. For purposes of this Agreement: (a) Suppressed Excess Availability shall mean, as of any date of determination, the amount equal to the sum of Availability plus Suppressed Availability; and (b) Suppressed Availability shall mean, as of any date of determination, the greater of (a) zero and (b) the lesser of (i) the difference obtained by subtracting the Maximum Revolver Amount from the Borrowing Base and (ii) $25,000,000. 3. Amendment. Section 7.1(vi) of the Credit Agreement shall be amended by replacing the amount of $25,000,000 therein with the amount of $30,000,000.
4. Conditions to Effectiveness. This Agreement shall be effective as of the date hereof upon satisfaction of each of the following conditions: (a) Executed Agreement. Administrative Agent shall have received counterparts of this Agreement executed by Borrower, the Required Lenders and Administrative Agent. (b) Guarantor Acknowledgement. Administrative Agent shall have received counterparts of the Guarantor Acknowledgement attached hereto as Exhibit A executed by Guarantors. (c) Consent Fees. Borrower shall have paid to Administrative Agent, for the pro rata account of each Lender (including Wells Fargo Bank, National Association) that consents to this Agreement, a consent fee equal to 0.025% (2.5 basis points) times the Revolving Loan Commitments. (d) Other Documents. Administrative Agent shall have received such other instruments, documents and certificates as Administrative Agent shall reasonably request in connection with the execution of this Agreement. 5. Effect of the Agreement. Except as expressly provided herein, the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect. Except as expressly set forth herein, this Agreement shall not be deemed (a) to be a waiver of, or consent to, a modification of or amendment of, any other term or condition of the Credit Agreement or any other Loan Document, (b) to prejudice any other right or rights which Administrative Agent or Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or otherwise modified from time to time, (c) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with Borrower or any other Person with respect to any waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of Lenders or Administrative Agent, or any of them, under or with respect to any such documents or (d) to be a waiver of, or consent to or a modification or amendment of, any other term or condition of any other agreement by and among any Loan Party, on the one hand, and Administrative Agent or any other Lender, on the other hand. References in the Credit Agreement to this Agreement (and indirect references such as hereunder, hereby, herein, and hereof ) and in any Loan Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby. 6. Representations and Warranties/No Default. By its execution hereof, Borrower hereby represents and warrants as follows: (a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of this Agreement and each other document executed in connection herewith to which it is a party have been duly authorized by all necessary action on the part of such Loan Party. (b) This Agreement and each other document executed in connection herewith has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors rights generally. (c) The representations and warranties of Borrower and its Subsidiaries set forth in the Credit Agreement and in the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof, to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects on and as of such earlier date; provided that if a representation and warranty is qualified as to materiality, the materiality qualifier set forth above shall be disregarded with respect to such representation and warranty. 2
(d) No Default or Event of Default has occurred or is continuing or would result after giving effect to the transactions contemplated by this Agreement. 7. Reaffirmations. Borrower (a) agrees that the transactions contemplated by this Agreement shall not limit or diminish the obligations of such Person under, or release such Person from any obligations under, the Credit Agreement and each other Loan Document to which it is a party, (b) confirms and reaffirms its obligations under the Credit Agreement and each other Loan Document to which it is a party and (c) agrees that the Credit Agreement and each other Loan Document to which it is a party remain in full force and effect and are hereby ratified and confirmed. 8. Miscellaneous. (a) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA. Without limiting the general applicability of the foregoing and the terms of the other Loan Documents to this Agreement and the parties hereto, the terms of Sections 10.15, 10.17 and 10.18 of the Credit Agreement are incorporated herein by reference, mutatis mutandis. (b) Loan Document. This Agreement shall constitute a Loan Document under and as defined in the Credit Agreement. (c) Counterparts; Electronic Execution. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement (d) Severability. If any provision of any of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions. (e) Entirety. This Agreement, the other Loan Documents and the other documents relating to the Obligations represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Loan Documents, any other documents relating to the Obligations, or the transactions contemplated herein and therein. [Remainder of page intentionally blank.] 3
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. Unified Grocers, Inc. Amendment and Consent UNIFIED GROCERS, INC., as Borrower /s/ Christine Neal Name: Christine Neal Title: Senior Vice President of Finance
Unified Grocers, Inc. Amendment and Consent WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender /s/ Patrick McCormack Name: Patrick McCormack Title: Authorized Signatory
Unified Grocers, Inc. Amendment and Consent BANK OF AMERICA, N.A., as a Lender /s/ Robert M. Dalton Name: Robert M. Dalton Title: Senior Vice President
Unified Grocers, Inc. Amendment and Consent BANK OF MONTREAL, as a Lender /s/ Jason Hoefler Name: Jason Hoefler Title: Director
Unified Grocers, Inc. Amendment and Consent UNION BANK, N.A., as a Lender /s/ Peter Ehlinger Name: Peter Ehlinger Title: Vice President
Unified Grocers, Inc. Amendment and Consent PNC BANK, NATIONAL ASSOCIATION, as a Lender /s/ Suzanne S. Fitzgerald Name: Suzanne S. Fitzgerald Title: Relationship Manager
Unified Grocers, Inc. Amendment and Consent BANK OF THE WEST, as a Lender /s/ Bryan Bains Name: Bryan Bains Title: VP
EXHIBIT A GUARANTOR ACKNOWLEDGMENT THIS GUARANTOR ACKNOWLEDGEMENT, dated as of June 27, 2014, is delivered by the undersigned ( Guarantors ) in connection with that certain First Amendment and Consent dated as of the date hereof (the Agreement ), among UNIFIED GROCERS, INC., INC., a California corporation ( Borrower ), the lenders party thereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for Lenders (in such capacity, Administrative Agent ). Capitalized undefined terms used herein shall have the meanings assigned thereto in the Credit Agreement referred to in the Agreement. Guarantors previously executed that certain Amended and Restated Subsidiary Guaranty dated as of June 28, 2013 (the Guaranty ) in favor of Administrative Agent guaranteeing the obligations of Borrower. The undersigned hereby (a) acknowledge the execution and delivery of the Agreement, (b) confirm and agree that the guaranties under the Guaranty are, and shall continue to be, in full force and effect, and (c) hereby ratify and confirm in all respects their obligations under the Guaranty and each other Loan Document. CROWN GROCERS, INC. /s/ Christine Neal Name: Christine Neal Title: Senior Vice President MARKET CENTRE /s/ Christine Neal Name: Christine Neal Title: Senior Vice President Unified Grocers, Inc. Guarantor Acknowledgement to Amendment and Consent UNIFIED INTERNATIONAL, INC. /s/ Christine Neal Name: Christine Neal Title: Senior Vice President