**Exhibit 10.7.2**

**SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT**

THIS SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT (this“**Amendment**”) is made and dated as of the 7th day of November, 2008, by and among the undersigned current holders of certain Notes issued under the Amended and Restated Note Purchase Agreement referred to in Recital A below, JOHNHANCOCK LIFE INSURANCE COMPANY as collateral agent for the Noteholders (in such capacity, the “**Collateral Agent**”), and UNIFIED GROCERS, INC. (formerly known as Unified Western Grocers, Inc.), a California corporation (the“**Company**”). 

**RECITALS**

A. Pursuant to that certain Amended and Restated Note Purchase Agreement dated as of January 3, 2006, by and among the Company, the Collateral Agent and the Purchasers named therein (as amended by Amendment toNote Purchase Agreement and Consent dated as of December 19, 2006, as amended hereby and as further amended, extended and replaced from time to time, the “**Note Purchase Agreement**,” and with capitalized terms used herein and nototherwise defined used with the meanings given such terms in the Note Purchase Agreement), the Company issued the Notes and the Purchasers purchased the same on the terms and conditions set forth therein. 

B. The Company desires to amend section 8.6(a)(ii) in the Note Purchase Agreement to allow for an increase in the Operating Line of Credit and to amendsection 8.6(f) to allow Distributions in respect of Class E shares of the Company. The Collateral Agent and the Noteholders have agreed to such amendments, subject to terms and conditions set forth herein. 

NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable consideration, the receipt and adequacy of which are herebyacknowledged, the parties hereto hereby agree as follows: 

**AGREEMENT**

1. Operating Line. Section 8.6(a)(ii) of the Note Purchase Agreement is amended to read in its entirety as follows: 

 

2. Series E Dividends. The first sentence of section 8.6(f) of the Note Purchase Agreement is amended to read as follows: 

The Company will not, and will not permit any of its Subsidiaries to, declare or make, or incur any liability to declare or make, any Restricted Paymentsother than (i) Permitted Member Payments, (ii) Required Permitted Redemptions, (iii) Distributions made by a Subsidiary of the Company to the Company or to another Subsidiary of the Company, and (iv) dividends on its Class Eshares, in an amount not to exceed $2,000,000 in the aggregate in any Fiscal Year. 

3. Amendment Effective Date. Upon delivery of acopy of this Amendment duly executed by the Company, the Subsidiary Guarantors, the Collateral Agent and the Required Noteholders, this Amendment shall be effective as of the day and year first above written (the “**Amendment EffectiveDate**”). 

4. Reaffirmation of Debt Documents. The Company hereby affirms and agrees that: (a) itsexecution and delivery of, and the performance of its obligations under, this Amendment shall not in any way amend, impair, invalidate or otherwise affect any of its obligations or the rights of the Collateral Agent or the Noteholders under the NotePurchase Agreement and the other Debt Documents, except as expressly set forth herein, (b) to the extent not expressly amended hereby, the Note Purchase Agreement and the other Debt Documents remain in full force and effect, and (c) theSecurity Documents continue to constitute a first priority perfected Lien upon the Real Property and the Personal Property as to the Obligations of the Company under the Note Purchase Agreement as amended hereby, subject in each case to any Liens orother matters expressly permitted by the Note Purchase Agreement. 

5. Counterparts. This Amendment may be executed in any number ofcounterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. 

6. Representations and Warranties. The Company and each Subsidiary Guarantor, by executing this Amendment as provided below, each hereby represents and warrants to the Collateral Agent and the Noteholders asfollows: 

(a) It has the requisite power and authority and the legal right to execute, deliver and perform this Amendment and has taken allnecessary action to authorize the execution, delivery and performance of this Amendment. 

(b) This Amendment has been duly executed anddelivered on its behalf and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. 

(c)At and as of the date hereof, there has not occurred any Default or Event of Default. 

(d) It has no existing claims, counterclaims,defenses, personal or otherwise, or rights of setoff whatsoever with respect to any of the Debt Documents or against the Collateral Agent or any of the Noteholders, whether arising out of the Debt Documents or otherwise. 

7. Consent of Subsidiary Guarantors. Each Subsidiary Guarantor, by acknowledging and agreeing to this Amendment as provided below, hereby consentsto this Amendment, and agrees that (a) the execution and delivery by the Company of, and the performance of its obligations under, this Amendment shall not in any way amend, impair, invalidate or otherwise affect any of the obligations of suchSubsidiary Guarantor or the rights of Noteholders under any provisions of the Subsidiary Guaranties, and (b) the Subsidiary Guaranties remain in full force and effect, and such Subsidiary Guarantor has no defenses or offsets to any of itsobligations thereunder. 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and yearfirst above written. 

 
UNIFIED WESTERN GROCERS, INC., a California corporation
By:
 
/s/ Christine Neal

Name
 
Christine Neal

Title
 
Vice President & Treasurer
GROCERS DEVELOPMENT CENTER, INC., a California corporation, as a Subsidiary Guarantor (for purposes of sections 6 and 7 only)
By:
 
/s/ Christine Neal

Name
 
Christine Neal

Title
 
Vice President & Treasurer
CROWN GROCERS, INC., a California corporation, as a Subsidiary Guarantor (for purposes of sections 6 and 7 only)
By:
 
/s/ Christine Neal

Name
 
Christine Neal

Title
 
Vice President & Treasurer
SAV MAX FOODS, INC., a California corporation, as a Subsidiary Guarantor (for purposes of sections 6 and 7 only)
By:
 
/s/ Christine Neal

Name
 
Christine Neal

Title
 
Vice President & Treasurer

MARKET CENTRE (formerly known as GROCERS SPECIALTY COMPANY, a California corporation), as a Subsidiary Guarantor (for purposes of sections 6 and 7 only)
By:
 
/s/ Christine Neal

Name
 
Christine Neal

Title
 
Vice President & Treasurer
JOHN HANCOCK LIFE INSURANCE COMPANY, as Collateral Agent and as a Noteholder
By:
 
/s/ Dwayne Bertrand
 Dwayne Bertrand Managing DirectorJOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY, as a Noteholder
By:
 
/s/ Dwayne Bertrand
 Dwayne Bertrand Authorized SignatoryJOHN HANCOCK REASSURANCE COMPANY LTD., as a Noteholder
By:
 
/s/ Dwayne Bertrand
 Dwayne Bertrand Authorized SignatoryJPMORGAN CHASE BANK, not individually but solely in its capacity as Directed Trustee for the SBC Master Pension Trust, as a Noteholder
By:
 
 
 Name: Title: