<PAGE>


                                                                  EXHIBIT 4.24.1

              SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT AND NOTES

          This SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT AND NOTES (this
"Amendment"), dated as of March 27, 2002, is entered into by and among the
following:

          UNIFIED WESTERN GROCERS, INC. (formerly known as Certified Grocers of
California, Ltd.), a California corporation (the "Company"); and

          JOHN HANCOCK LIFE INSURANCE COMPANY (formerly known as John Hancock
Mutual Life Insurance Company), in its capacity as a Noteholder and as
collateral agent for the below-defined Noteholders ("Collateral Agent"), JOHN
HANCOCK VARIABLE LIFE INSURANCE COMPANY, SIGNATURE 3 LIMITED, MELLON BANK, N.A.,
as Trustee for the Long-Term Investment Trust, SIGNATURE 6 LIMITED, MELLON BANK,
N.A., as Trustee for the Bell Atlantic Master Pension Trust, COMMONWEALTH OF
PENNSYLVANIA STATE EMPLOYES' RETIREMENT SYSTEM and JOHN HANCOCK REASSURANCE
COMPANY LTD. (collectively, the "Noteholders").

                                    RECITALS

          WHEREAS, the Company has issued $80,000,000 in aggregate principal
amount of its Senior Secured Notes due 2008 (the "Tranche A Notes") and
$40,000,000 in aggregate principal amount of its Senior Secured Notes due 2009
(the "Tranche B Notes" and, together with the Tranche A Notes, the "Notes"),
pursuant to that certain Note Purchase Agreement, dated as of September 29,
1999, by and among the Company and the purchasers listed on Schedule I thereto,
as amended by that certain Amendment No. 1 and Limited Waiver to Note Purchase
Agreement dated as of September 14, 2000 (the "Note Purchase Agreement").

          WHEREAS, the Noteholders are the current holders of all of the
outstanding Notes.

          WHEREAS, the Company has reported to the Collateral Agent the
existence of Events of Default under Section 9.1(c) of the Note Purchase
Agreement as a result of the Company's failure to comply with the financial
covenants contained in Section 8.6(c) and Section 8.6(d) of the Note Purchase
Agreement. The Company has requested that the Noteholders waive such Events of
Default and agree to certain amendments of the Note Purchase Agreement.

          WHEREAS, the Noteholders are willing to grant such waivers and to
amend the Note Purchase Agreement upon the terms and subject to the conditions
set forth below.

          NOW, THEREFORE, in consideration of the mutual benefits accruing to
the parties hereto and other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

                                     Second Amendment to Note Purchase Agreement

<PAGE>

                                    AGREEMENT

     SECTION 1. Definitions. All capitalized terms defined above and elsewhere
                -----------
in this Amendment shall be used herein as so defined. Unless otherwise defined
herein, all other capitalized terms used herein shall have the respective
meanings given to those terms in the Note Purchase Agreement, as amended by this
Amendment.

     SECTION 2. Defaults and Waiver.
                -------------------

          (a)   For purposes of this Amendment, the "Existing Defaults" shall
mean the defaults existing on the Effective Date (as defined below) under
Section 9.1(c) of the Note Purchase Agreement solely with respect to the
Company's non-compliance, for the period ended September 28, 2001, with the
financial covenants set forth in Section 8.6(c) and Section 8.6(d) of the Note
Purchase Agreement.

          (b)   Subject to and upon the terms and conditions hereof, the
Noteholders hereby waive the Existing Defaults.

          (c)   Nothing contained in this Amendment shall be deemed a waiver of
(or otherwise affect the Noteholder's ability to enforce) any other Event of
Default, including, without limitation, (i) any Event of Default as may now or
hereafter exist and arise from or otherwise be related to the Existing Defaults
(including, without limitation, any cross-default arising under Section 9.1(g)
of the Note Purchase Agreement by virtue of any matters relating to any Existing
Default), and (ii) any Event of Default arising at any time after the Effective
Date (as defined below) and which is the same as any Existing Default.

     SECTION 3. Amendments to the Note Purchase Agreement and Notes. Subject to
                ---------------------------------------------------
the satisfaction of the conditions set forth in Section 5 below, the Note
Purchase Agreement and the Notes are hereby amended as follows:

          (a)   Amendment to Section 1.5(b) of the Note Purchase Agreement.
                ----------------------------------------------------------
Section 1.5(b) of the Note Purchase Agreement is hereby amended and replaced in
its entirety with the following:

                "(b) From the Closing Date to the Tranche A Maturity Date, the
          Tranche A Notes shall bear interest at the fixed rate of 7.72% per
          annum; provided, however, that, if the Company satisfies each of the
          terms and conditions set forth in Section 1.7(b) below, the Tranche A
          Notes shall bear interest at the fixed rate of 7.22% per annum from
          the Release Date (as defined in Section 1.7(b) below) to the Tranche A
          Maturity Date (such applicable rate, the "Tranche A Interest Rate").
          From the Closing Date to the Tranche B Maturity Date, the Tranche B
          Notes shall bear interest at the fixed rate of 8.71% per annum;
          provided, however, that, if the Company satisfies each of the terms
          and conditions set forth in Section 1.7(b) below and the Company
          requests that the Tranche B Notes be subordinated pursuant to Section
          1.7(c) below, the Tranche B Notes shall


                                     Second Amendment to Note Purchase Agreement

                                        2

<PAGE>

                  bear interest from the Release Date to the Tranche B Maturity
                  Date at the fixed rate mutually agreed upon by the Noteholders
                  and the Company pursuant to Section 1.7(c) below (such
                  applicable rate, the "Tranche B Interest Rate").
                  Notwithstanding the foregoing, the Tranche A Interest Rate and
                  Tranche B Interest Rate shall be increased by 0.25% commencing
                  on December 6, 2001 and continuing until such time that
                  Consolidated Tangible Net Worth is increased to $80,000,000
                  after excluding future Consolidated Net Income generated after
                  September 29, 2001. Interest on the Notes shall be computed on
                  the basis of a 360-day year of twelve 30-day months. If the
                  Company shall have paid or agreed to pay any interest or
                  premium on any of the Notes in excess of that permitted by
                  law, then it is the express intent of the Company and the
                  holder thereof that all excess amounts previously paid or to
                  be paid by the Company be applied to reduce the principal
                  balance of such Note and that the provisions of such Note
                  immediately be deemed reformed and the amounts thereafter
                  collectable thereunder reduced, without the necessity of the
                  execution of any new document, so as to comply with then
                  applicable law but also so as to permit the recovery of the
                  fullest amount otherwise called for thereunder."

                  (b)   Amendment to Section 8.6(c) of the Note Purchase
                        ------------------------------------------------
Agreement. Section 8.6(c) of the Note Purchase Agreement is hereby amended and
---------
replaced in its entirety with the following:

                  "(c)  The Company will not permit Consolidated Tangible Net
                  Worth at any time to be less than $60,000,000 through
                  September 28, 2002. Thereafter, the Company will not permit
                  Consolidated Tangible Net Worth at any time to be less than
                  the sum of (i) $80,000,000 plus (ii) an amount (but only if a
                  positive number) equal to 50% of Consolidated Net Income for
                  each Fiscal Year after September 29, 2001 minus (iii) the
                  aggregate amount paid by the Company since September 29, 2001
                  in redeeming Redeemable Class B Shares pursuant to Section
                  8.6(e)(v)."

                  (c)   Amendment to Section 8.6(d) of the Note Purchase
                        ------------------------------------------------
Agreement. Section 8.6(d) of the Note Purchase Agreement is hereby amended and
---------
replaced in its entirety with the following:

                  "(d)  The Company will not permit as of the end of any Fiscal
                  Quarter the ratio of (i) Consolidated Income Available for
                  Fixed Charges to (ii) Fixed Charges to be less than 1.60 to
                  1.00 as of September 29, 2001 through March 30, 2002, then
                  1.70 to 1.00 as of June 29, 2002, then 1.80 to 1.00 as of
                  September 28, 2002 and thereafter for the period consisting of
                  the consecutive four Fiscal Quarters then ended."

                  (d)   Amendment to Tranche A Notes. The first paragraph of
                        ----------------------------
each of the Tranche A Notes is hereby amended by inserting the following
sentence immediately following the first sentence of that paragraph:

                                     Second Amendment to Note Purchase Agreement

                                        3

<PAGE>

                  "Notwithstanding the foregoing, the applicable interest rate
                  on this Note shall be increased by 0.25% commencing on
                  December 6, 2001 and continuing until such time that
                  Consolidated Tangible Net Worth is increased to $80,000,000
                  after excluding future Consolidated Net Income generated after
                  September 29, 2001."

                  (e)  Amendment to Tranche B Notes. The first paragraph of each
                       ----------------------------
of the Tranche B Notes is hereby amended by inserting the following sentence
immediately following the first sentence of that paragraph:

                  "Notwithstanding the foregoing, the interest rate on this Note
                  shall be increased by 0.25% commencing on December 6, 2001 and
                  continuing until such time that Consolidated Tangible Net
                  Worth is increased to $80,000,000 after excluding future
                  Consolidated Net Income generated after September 29, 2001."

            SECTION 4. Representations and Warranties. The Company hereby
                       ------------------------------
represents and warrants to the Noteholders that the following are true and
correct on the date of this Amendment and that, after giving effect to the
waivers and amendments set forth in Sections 2 and 3 above, the following will
be true and correct on the Effective Date (as defined below):

                  (a)  The representations and warranties of the Company set
forth in Section 3 of the Note Purchase Agreement and in the other Debt
Documents are true and correct in all material respects;

                  (b)  No Default or Event of Default has occurred and is
continuing; and

                  (c)  Each of the Debt Documents is in full force and effect.
(Without limiting the scope of the term "Debt Documents," the Company expressly
acknowledges in making the representations and warranties set forth in this
Section 4 that, on and after the date hereof, such term includes this
Amendment.)

            SECTION 5. Effective Date. The waivers and amendments effected by
                       --------------
Sections 2 and 3 above shall become effective as of December 6, 2001 (the
"Effective Date"), subject to receipt by the Noteholders on or prior to the date
hereof of the following, each in form and substance satisfactory to the
Noteholders and their respective counsel:

                  (a)  This Amendment duly executed by the Company and each of
the Noteholders; and

                  (b)  Such evidence as any Noteholder may reasonably request to
establish the accuracy and completeness of the representations and warranties
and the compliance with the terms and conditions contained in this Amendment and
the other Debt Documents.

            SECTION 6. References to Note Purchase Agreement and the Notes.
                       ----------------------------------------------------
From and after the date hereof, any reference to the "Note Purchase Agreement"
contained in the documents

                                     Second Amendment to Note Purchase Agreement

                                        4

<PAGE>

executed in connection with the Note Purchase Agreement shall mean the Note
Purchase Agreement as amended by this Amendment. From and after the date hereof,
any reference to the "Tranche A Notes," the "Tranche B Notes" or the "Notes"
contained in the documents executed in connection with the Note Purchase
Agreement shall mean or include, as applicable, the Notes as amended by this
Amendment.

            SECTION 7. Governing Law. This Amendment shall be governed by and
                       -------------
construed in accordance  with the laws of the State of California, without
giving effect to conflict of law principles.

            SECTION 8. Limitation of Amendment. Except as expressly amended
                       -----------------------
hereby, this Amendment shall not be deemed to: (a) be a waiver or modification
of any other term, covenant or condition of the Note Purchase Agreement or the
Notes; or (b) prejudice any rights that the parties hereto may have in
connection with the Note Purchase Agreement, the Notes or any other documents
related thereto. Except as expressly amended hereby or otherwise waived in
writing by the Noteholders, all terms and provisions set forth in the Note
Purchase Agreement and the Notes are hereby ratified and confirmed in all
respects by the Noteholders and the Company and remain in full force and effect.

            SECTION 9. Counterparts. This Amendment may be executed in any
                       ------------
number of counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument. The signature
page or any counterpart may be removed therefrom and attached to any other
counterpart to evidence execution thereof by all of the parties hereto without
affecting the validity thereof.

                                     Second Amendment to Note Purchase Agreement

                                        5

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective officers duly authorized as of the date first
above written.

                          UNIFIED WESTERN GROCERS, INC.

                          By: _________________________________________________
                                 David A. Woodward
                                 Vice President and Treasurer


                          JOHN HANCOCK LIFE INSURANCE COMPANY

                          By: _________________________________________________
                                 Dwayne Bertrand
                                 Regional Director

                          JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY

                          By: _________________________________________________
                                 Dwayne Bertrand
                                 Authorized Signatory

                          SIGNATURE 3 LIMITED

                          By:    John Hancock Life Insurance Company, as
                                 Portfolio Advisor

                          By: _________________________________________________
                                 Dwayne Bertrand
                                 Regional Director

                          MELLON BANK, N.A., solely in its capacity as Trustee
                          for Bell Atlantic Master Pension Trust (as directed by
                          John Hancock Life Insurance Company), and not in its
                          individual capacity

                          By: _________________________________________________
                          Name:
                          Title:

                                     Second Amendment to Note Purchase Agreement

<PAGE>

                              MELLON BANK, N.A., solely in its capacity as
                              Trustee for The Long-Term Investment Trust (as
                              directed by John Hancock Life Insurance Company),
                              and not in its individual capacity


                              By: _____________________________________________
                              Name:
                              Title:


                              SIGNATURE 6 LIMITED


                              By:  John Hancock Life Insurance Company, as
                                   Portfolio Advisor


                              By: _____________________________________________
                                     Dwayne Bertrand
                                     Regional Director

                              COMMONWEALTH OF PENNSYLVANIA STATE EMPLOYES'
                              RETIREMENT SYSTEM

                              By:  John Hancock Life Insurance Company, its
                                   Investment Advisor


                              By: _____________________________________________
                                     Dwayne Bertrand
                                     Regional Director

                              JOHN HANCOCK REASSURANCE COMPANY LTD.

                              By: _____________________________________________
                                     Dwayne Bertrand
                                     Authorized Signatory

                                     Second Amendment to Note Purchase Agreement