Fourth Amendment To Purchase And Sale Agreement With Joint Escrow Instructions

Exhibit 10.52


FOURTH AMENDMENT TO PURCHASE AND SALE

AGREEMENT WITH JOINT ESCROW INSTRUCTIONS


This FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT WITH JOINT ESCROW INSTRUCTIONS (the " Amendment" ) is made as of August 27, 2003 by and between UNIFIED WESTERN GROCERS, INC., a California corporation (the " Seller" ), and THE ALAMO GROUP, INC., a California corporation (the " Buyer" ), who agree as follows:

1. Recitals . This Amendment is made with reference to the following facts and circumstances:


(A) The Seller and the Buyer are parties to a Purchase and Sale Agreement With Joint Escrow Instructions made as of June 19, 2003, as modified by an Addendum to Purchase and Sale Agreement With Joint Escrow Instructions (the " Addendum" ) made as of June 25, 2003, a First Amendment to Purchase and Sale Agreement With Joint Escrow Instructions made as of July 31, 2003, a Second Amendment to Purchase and Sale Agreement With Joint Escrow Instructions made as of August 15, 2003 and a Third Amendment to Purchase and Sale Agreement With Joint Escrow Instructions made as of August 22, 2003 (collectively, the " Agreement" ).


(B) The Seller and the Buyer desire to amend the Agreement to extend the Cancellation Period during which the Buyer may elect to cancel all or a portion of the transaction, to extend the Closing Date, and to make certain other amendments and agreements as set forth in this Amendment.


2. Defined Terms . Capitalized terms used but not otherwise defined in this Amendment have the meanings given to them in the Agreement.


3. Amendments . The Agreement is amended as follows:


(A) The first sentence of Section 7.1 of the Agreement is amended in its entirety to read as follows:

" Buyer will have the option, in its sole discretion, to cancel the transaction contemplated hereby and terminate this Agreement as to all (but not less than all) of the Category A Locations and/or all (but not less than all) of the Category B Locations by the giving of written notice of cancellation at any time following the opening of the Escrow and on or before August 29, 2003 (the ' Cancellation Period' )."


(B) Section 5.3 of the Agreement is amended in its entirety to read as follows:


" Subject to the terms of Section 16.3, the closing of the transactions contemplated by this Agreement shall occur on September 15, 2003, or such earlier or later date as is mutually agreed on in writing by the Parties (the ' Closing Date' )."


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(C) Paragraph 2 of the Addendum is amended in its entirety to read as follows:

" Notwithstanding the provisions of Section 1.3 of the Agreement to the contrary, the Parties desire to provide for a different closing schedule and for certain other agreements respecting the Category A Location designated on Exhibit ' A' to the Agreement as ' North Highlands, CA' (the ' North Highlan ...