Waiver and Amendment No. 1 to Fourth Amended and Restated Credit Agreement



 Exhibit 10.19 
 WAIVER AND AMENDMENT NO. 1 TO 
 FOURTH AMENDED AND RESTATED CREDIT
AGREEMENT 
 This WAIVER AND AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 10,
2012 (this “Amendment”), is entered into by and among STATER BROS. MARKETS, a California corporation (“Borrower”), STATER BROS. HOLDINGS INC., a Delaware corporation (“Holdings”), and BANK OF AMERICA, N.A., as
administrative agent under the Credit Agreement referred to below (“Administrative Agent”), acting with the consent of the Required Lenders pursuant to Section 11.01 of the Credit Agreement referred to below, with reference to the
following facts: 
 RECITALS 
 A. Borrower, Holdings, the Lenders, the L/C Issuer and Administrative Agent are parties to that certain Fourth Amended and Restated Credit Agreement dated as of November 29, 2010 (the “Credit
Agreement”), pursuant to which the Lenders are providing Borrower with certain credit facilities. Capitalized terms used but not defined in this Amendment are used with the meanings set forth in the Credit Agreement. 

B. Borrower has informed Administrative Agent and the Lenders that the Unfunded Pension Liability among all Pension Plans was
approximately $46,342,000 as of September 30, 2012, which amount is in excess of the amount permitted under Section 9.01(i) of the Credit Agreement (the “Existing Event of Default”). 

C. Borrower has requested a waiver of the Existing Event of Default and an increase to the maximum amount of the Unfunded Pension
Liability permitted under the Credit Agreement. 
 AGREEMENT 

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby
agree as follows: 
 1. Waiver of Existing Event of Default. In reliance upon the representations, warranties and
covenants set forth in this Amendment and subject to the satisfaction of the conditions precedent set forth in this Amendment, the Existing Event of Default is hereby waived. The waiver set forth in this Section 1 of the Existing Event of
Default shall not constitute a waiver of any other or future Defaults or Events of Default, whether or not similar to the Existing Event of Default. 
 2. Section 5.11(c)(ii) – ERISA Compliance. Clause (ii) of Section 5.11(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 

(ii) the aggregate amount of Unfunded Pension Liability among all Pension Plans does not exceed $70,000,000; 

  
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 3. Section 9.01 – Events of Default. Clause (ii) of
Section 9.01(i) of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 (ii) the
aggregate amount of Unfunded Pension Liability among all Pension Plans at any time exceeds $70,000,000; 
 4. Representations
and Warranties. Borrower and Holdings represent and warrant to Administrative Agent, the L/C Issuer and the Lenders that: 
 (a) giving effect to the execution and delivery of this Amendment, no Default or Event of Default has occurred and remains continuing; and 

(b) each of the representations and warranties set forth in Article V of the Credit Agreement or any other Loan
Document, or which are contained in any document heretofore furnished to the Administrative Agent therewith, are true and correct as of the date of this Amendment, except to the extent that such representations and warranties specifically refer to
any earlier date (in which case such representations and warranties are true and correct as of such earlier date) and except that the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement
shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01 of the Credit Agreement. 

5. Conditions; Effectiveness. The effectiveness of this Amendment shall be subject to the prior satisfaction of the following
conditions precedent: 
 (a) Administrative Agent shall have received this Amendment executed by Borrower and
Holdings; 
 (b) Administrative Agent shall have received counterparts of the Consent of Guarantors, in the form
attached hereto as Exhibit A, duly executed by each of the parties thereto; and 
 (c) Administrative
Agent shall have received Consents of Lender, in the form attached hereto as Exhibit B, from the Required Lenders. 
 6.
Effectiveness of the Credit Agreement. Except as hereby expressly amended, the Credit Agreement and the other Loan Documents remain in full force and effect and are hereby ratified and confirmed in all respects. 

7. No Waiver. Except as specifically provided in Section 1 of this Amendment with respect to the Existing Event of Default,
the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent, any Lender or the L/C Issuer under the Credit Agreement or any of the other Loan Documents.

 8. Counterparts; Facsimile Signatures. This Amendment may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be effective as delivery of a
manually executed counterpart of this Amendment. 
 [Signature page to follow] 

  
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 IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the
date first written above. 
  

			
	 STATER BROS. MARKETS

a California corporation

		
	By:	 	 /s/ David J. Harris

	Name:	 	David J. Harris
	Title:	 	Senior Vice President Finance and CFO
	
	 STATER BROS. HOLDINGS INC.,
 a Delaware corporation

		
	By:	 	 /s/ David J. Harris

	Name:	 	David J. Harris
	Title:	 	Senior Vice President Finance and CFO
	
	 BANK OF AMERICA, N.A.,
 as Administrative Agent

		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 Waiver and
Amendment No. 1 
 to Fourth AR Credit Agreement 








 IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the
date first written above. 
  

			
	 STATER BROS. MARKETS,
 a California corporation

		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	 STATER BROS. HOLDINGS INC.,
 a Delaware corporation

		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	 BANK OF AMERICA, N.A.,
 as Administrative Agent

		
	By:	 	 /s/ Brenda Schriner

	Name:	 	 Brenda Schriner

	Title:	 	 Vice President




  
 Waiver and
Amendment No. 1 
 to Fourth AR Credit Agreement 








 Exhibit A to Amendment 

CONSENT OF GUARANTORS 
 This Consent of Guarantors dated as of December 7, 2012 (this “Consent”), is delivered with reference to the Fourth Amended and Restated Credit Agreement dated as of November 29, 2010
(as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Stater Bros. Markets, a California corporation (“Borrower”), Stater Bros. Holdings Inc., a Delaware corporation
(“Holdings”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”) and Bank of America, N.A., as Administrative Agent and L/C Issuer. Capitalized terms used and not defined in
this Consent are used with the meanings set forth for those terms in the Credit Agreement. 
 Reference is hereby made to the
Second Amended and Restated Guaranty dated as of November 29, 2010 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Guaranty”), originally executed by Holdings, Stater Bros. Development,
Inc., a California corporation, SuperRx, Inc., a California corporation, and SBM Dairies, Inc., a California corporation, in favor of Administrative Agent. Each of the undersigned (i) consents to and approves the execution and delivery of the
attached Waiver and Amendment No. 1 to Fourth Amended and Restated Credit Agreement (the “Amendment”) by Borrower and Holdings, (ii) agrees that the Amendment does not and shall not limit or diminish in any manner the obligations
of the undersigned under the Guaranty or any other Loan Document to which it is a party and that such obligations would not be limited or diminished in any manner even if the undersigned had not executed this Consent, (iii) reaffirms the
Guaranty and each other Loan Document to which the undersigned is a party and represents and warrants that it has no defense, counterclaim or offset right whatsoever with respect to its obligations under the Guaranty or any other Loan Document to
which it is a party as a result of the Amendment, and (iv) agrees that the Guaranty and the other Loan Documents to which the undersigned is a party remain in full force and effect and are hereby ratified and confirmed. 

This Consent may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one
and the same instrument. Delivery of an executed counterpart of a signature page of this Consent by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Consent. 

[Signature page to follow] 

  
 Consent of
Guarantors 








 IN WITNESS WHEREOF, the undersigned have caused this Consent to be duly executed as of the
date first written above. 
  

			
	 STATER BROS. HOLDINGS INC.,
 a Delaware corporation

		
	By:	 	 /s/ David J. Harris

	Name:	 	David J. Harris
	Title:	 	Senior Vice President Finance and CFO
	
	 STATER BROS. DEVELOPMENT, INC.,
 a California corporation

		
	By:	 	 /s/ David J. Harris

	Name:	 	David J. Harris
	Title:	 	Senior Vice President Finance and CFO
	
	 SUPER RX, INC.,
 a
California corporation

		
	By:	 	 /s/ David J. Harris

	Name:	 	David J. Harris
	Title:	 	Senior Vice President Finance and CFO
	
	 SBM DAIRIES, INC.,

a California corporation

		
	By:	 	 /s/ David J. Harris

	Name:	 	David J. Harris
	Title:	 	Senior Vice President Finance and CFO



  
 Consent of
Guarantors 








 Exhibit B to Amendment 

CONSENT OF LENDER 
 This Consent of Lender dated as of December 7, 2012 (this “Consent”) is delivered with reference to the Fourth Amended and Restated Credit Agreement dated as of November 29, 2010 (as
amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Stater Bros. Markets, a California corporation (“Borrower”), Stater Bros. Holdings Inc., a Delaware corporation
(“Holdings”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”) and Bank of America, N.A., as Administrative Agent and L/C Issuer. Capitalized terms used and not defined in
this Consent are used with the meanings set forth for those terms in the Credit Agreement. 
 The undersigned Lender hereby
consents to the execution, delivery and performance of the proposed Waiver and Amendment No. 1 to Fourth Amended and Restated Credit Agreement, substantially in the form of the most recent draft thereof presented to the undersigned Lender.

 Delivery of an executed signature page of this Consent by telecopy or other electronic imaging means shall be effective as
delivery of a manually executed counterpart of this Consent. 
  

			
	  

	Bank of America, NA
		
	By:	 	 /s/ Adam Feit

	Name:	 	 Adam Feit

	Title:	 	 Senior Vice President



 Please submit this Consent of Lender by email or fax to: 

Eugene C. Kim 
 Sheppard Mullin
Richter & Hampton LLP 
 333 South Hope Street, 43rd Floor 
 Los Angeles, CA 90071 
 213.617.5404 | direct telephone 

213.443.2777 | direct fax 

ekim@sheppardmullin.com 
 Receipt of
email submissions will be confirmed. 
 No original signatures are required to be submitted. 

  
 Consent of
Lender 








 Exhibit B to Amendment 

CONSENT OF LENDER 
 This Consent of Lender dated as of December 7, 2012 (this “Consent”) is delivered with reference to the Fourth Amended and Restated Credit Agreement dated as of November 29, 2010 (as
amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Stater Bros. Markets, a California corporation (“Borrower”), Stater Bros. Holdings Inc., a Delaware corporation
(“Holdings”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”) and Bank of America, N.A., as Administrative Agent and L/C Issuer. Capitalized terms used and not defined in
this Consent are used with the meanings set forth for those terms in the Credit Agreement. 
 The undersigned Lender hereby
consents to the execution, delivery and performance of the proposed Waiver and Amendment No. 1 to Fourth Amended and Restated Credit Agreement, substantially in the form of the most recent draft thereof presented to the undersigned Lender.

 Delivery of an executed signature page of this Consent by telecopy or other electronic imaging means shall be effective as
delivery of a manually executed counterpart of this Consent. 
  

			
	 SUNTRUST BANK

		
	By:	 	 /s/ Kelly Gunter

	Name:	 	 Kelly Gunter

	Title:	 	 Vice President



 Please submit this Consent of Lender by email or fax to: 

Eugene C. Kim 
 Sheppard Mullin
Richter & Hampton LLP 
 333 South Hope Street, 43rd Floor 
 Los Angeles, CA 90071 
 213.617.5404 | direct telephone 

213.443.2777 | direct fax 

ekim@sheppardmullin.com 
 Receipt of
email submissions will be confirmed. 
 No original signatures are required to be submitted. 

  
 Consent of
Lender 








 Exhibit B to Amendment 

CONSENT OF LENDER 
 This Consent of Lender dated as of December 7, 2012 (this “Consent”) is delivered with reference to the Fourth Amended and Restated Credit Agreement dated as of November 29, 2010 (as
amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Stater Bros. Markets, a California corporation (“Borrower”), Stater Bros. Holdings Inc., a Delaware corporation
(“Holdings”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”) and Bank of America, N.A., as Administrative Agent and L/C Issuer. Capitalized terms used and not defined in
this Consent are used with the meanings set forth for those terms in the Credit Agreement. 
 The undersigned Lender hereby
consents to the execution, delivery and performance of the proposed Waiver and Amendment No. 1 to Fourth Amended and Restated Credit Agreement, substantially in the form of the most recent draft thereof presented to the undersigned Lender.

 Delivery of an executed signature page of this Consent by telecopy or other electronic imaging means shall be effective as
delivery of a manually executed counterpart of this Consent. 
  

			
	COÖPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH
		
	By:	 	 /s/ Gillian Dickson

	Name:	 	 Gillian Dickson

	Title:	 	 Executive Director

		
	By:	 	 /s/ Deborah R. Dias

	Name:	 	 Deborah R. Dias

	Title:	 	 Executive Director



 Please submit this Consent of Lender by email or fax to: 

Eugene C. Kim 
 Sheppard Mullin
Richter & Hampton LLP 
 333 South Hope Street, 43rd Floor 
 Los Angeles, CA 90071 
 213.617.5404 | direct telephone 

213.443.2777 | direct fax 

ekim@sheppardmullin.com 
 Receipt of
email submissions will be confirmed. 
 No original signatures are required to be submitted. 

  
 Consent of
Lender 








 Exhibit B to Amendment 

CONSENT OF LENDER 
 This Consent of Lender dated as of December 7, 2012 (this “Consent”) is delivered with reference to the Fourth Amended and Restated Credit Agreement dated as of November 29, 2010 (as
amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Stater Bros. Markets, a California corporation (“Borrower”), Stater Bros. Holdings Inc., a Delaware corporation
(“Holdings”), the lenders from time to time party thereto (each a “Lender” and collectively, the "Lenders") and Bank of America, N.A., as Administrative Agent and L/C Issuer. Capitalized terms used and not defined in this Consent
are used with the meanings set forth for those terms in the Credit Agreement. 
 The undersigned Lender hereby consents to the
execution, delivery and performance of the proposed Waiver and Amendment No. 1 to Fourth Amended and Restated Credit Agreement, substantially in the form of the most recent draft thereof presented to the undersigned Lender. 

Delivery of an executed signature page of this Consent by telecopy or other electronic imaging means shall be effective as delivery of a
manually executed counterpart of this Consent. 
  

			
	Union Bank, N.A.
		
	By:	 	 /s/ Stephen W. Dunne

	Name:	 	Stephen W. Dunne
	Title:	 	Vice President


 Please submit this Consent of Lender by email or fax to: 

Eugene C. Kim 
 Sheppard Mullin
Richter & Hampton LLP 
 333 South Hope Street, 43rd Floor 
 Los Angeles, CA 90071 
 213.617.5404 | direct telephone 

213.443.2777 | direct fax 

ekim@sheppardmullin.com 
 Receipt of
email submissions will be confirmed. 
 No original signatures are required to be submitted. 

  
 Consent of
Lender 








 Exhibit B to Amendment 

CONSENT OF LENDER 
 This Consent of Lender dated as of December 7, 2012 (this “Consent”) is delivered with reference to the Fourth Amended and Restated Credit Agreement dated as of November 29, 2010 (as
amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Stater Bros. Markets, a California corporation (“Borrower”), Stater Bros. Holdings Inc., a Delaware corporation
(“Holdings”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”) and Bank of America, N.A., as Administrative Agent and L/C Issuer. Capitalized terms used and not defined in
this Consent are used with the meanings set forth for those terms in the Credit Agreement. 
 The undersigned Lender hereby
consents to the execution, delivery and performance of the proposed Waiver and Amendment No. 1 to Fourth Amended and Restated Credit Agreement, substantially in the form of the most recent draft thereof presented to the undersigned Lender.

 Delivery of an executed signature page of this Consent by telecopy or other electronic imaging means shall be effective as
delivery of a manually executed counterpart of this Consent. 
  

			
	 Bank of the West

	[Insert Name of Lender]
		
	By:	 	 /s/ Benson W. Fong

	Name:	 	 Benson W. Fong

	Title:	 	 Vice President



 Please submit this Consent of Lender by email or fax to: 

Eugene C. Kim 
 Sheppard Mullin
Richter & Hampton LLP 
 333 South Hope Street, 43rd Floor 
 Los Angeles, CA 90071 
 213.617.5404 | direct telephone 

213.443.2777 | direct fax 

ekim@sheppardmullin.com 
 Receipt of
email submissions will be confirmed. 
 No original signatures are required to be submitted. 

  
 Consent of
Lender 








 Exhibit B to Amendment 

CONSENT OF LENDER 
 This Consent of Lender dated as of December 7, 2012 (this “Consent”) is delivered with reference to the Fourth Amended and Restated Credit Agreement dated as of November 29, 2010 (as
amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Stater Bros. Markets, a California corporation (“Borrower”), Stater Bros. Holdings Inc., a Delaware corporation
(“Holdings”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”) and Bank of America, N.A., as Administrative Agent and L/C Issuer. Capitalized terms used and not defined in
this Consent are used with the meanings set forth for those terms in the Credit Agreement. 
 The undersigned Lender hereby
consents to the execution, delivery and performance of the proposed Waiver and Amendment No. 1 to Fourth Amended and Restated Credit Agreement, substantially in the form of the most recent draft thereof presented to the undersigned Lender.

 Delivery of an executed signature page of this Consent by telecopy or other electronic imaging means shall be effective as
delivery of a manually executed counterpart of this Consent. 
  

			
	Manufacturers Bank
		
	By:	 	 /s/ Sandy Lee

	Name:	 	Sandy Lee
	Title:	 	Vice President


 Please submit this Consent of Lender by email or fax to: 

Eugene C. Kim 
 Sheppard Mullin
Richter & Hampton LLP 
 333 South Hope Street, 43rd Floor 
 Los Angeles, CA 90071 
 213.617.5404 | direct telephone 

213.443.2777 | direct fax 

ekim@sheppardmullin.com 
 Receipt of
email submissions will be confirmed. 
 No original signatures are required to be submitted. 

  
 Consent of
Lender 








 Exhibit B to Amendment 

CONSENT OF LENDER 
 This Consent of Lender dated as of December 7, 2012 (this “Consent”) is delivered with reference to the Fourth Amended and Restated Credit Agreement dated as of November 29, 2010 (as
amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Stater Bros. Markets, a California corporation (“Borrower”), Stater Bros. Holdings Inc., a Delaware corporation
(“Holdings”), the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”) and Bank of America, N.A., as Administrative Agent and L/C Issuer. Capitalized terms used and not defined in
this Consent are used with the meanings set forth for those terms in the Credit Agreement. 
 The undersigned Lender hereby
consents to the execution, delivery and performance of the proposed Waiver and Amendment No. 1 to Fourth Amended and Restated Credit Agreement, substantially in the form of the most recent draft thereof presented to the undersigned Lender.

 Delivery of an executed signature page of this Consent by telecopy or other electronic imaging means shall be effective as
delivery of a manually executed counterpart of this Consent. 
  

			
	STATE BANK OF INDIA (CALIFORNIA)
		
	By:	 	 /s/ Rimjhim Chhabra

	Name:	 	RIMJHIM CHHABRA
	Title:	 	VICE-PRESIDENT & MANAGER


 Please submit this Consent of Lender by email or fax to: 

Eugene C. Kim 
 Sheppard Mullin
Richter & Hampton LLP 
 333 South Hope Street, 43rd Floor 
 Los Angeles, CA 90071 
 213.617.5404 | direct telephone 

213.443.2777 | direct fax 

ekim@sheppardmullin.com 
 Receipt of
email submissions will be confirmed. 
 No original signatures are required to be submitted. 

  
 Consent of
Lender