AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 18, 2004 Among SMART & FINAL INC., as Borrower THE FINANCIAL INSTITUTIONS NAMED HEREIN, as Initial Lenders BNP PARIBAS, as Administrative Agent, UNION BANK OF CALIFORNIA, N.A., as Syndication...Credit Agreement • March 11th, 2005 • Smart & Final Inc/De • Wholesale-groceries & related products • California
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 18, 2004 among SMART & FINAL INC., a Delaware corporation (the “Borrower”), the financial institutions and other entities listed on the signature pages hereof as Lenders (the “Initial Lenders”), BNP PARIBAS, as Administrative Agent (in such capacity, together with any successor in such capacity appointed pursuant to Article VIII, the “Administrative Agent”), UNION BANK OF CALIFORNIA, N.A., as Syndication Agent, NATEXIS BANQUES POPULAIRES and COOPERATIVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as Documentation Agents, and BNP PARIBAS SECURITIES CORPORATION, as Lead Arranger and Bookmanager (in such capacity, the “Lead Arranger”), and BNP PARIBAS, as L/C Bank (as hereinafter defined).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • March 11th, 2005 • Smart & Final Inc/De • Wholesale-groceries & related products
This TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of November 18, 2004, is made among Smart & Final Inc., a Delaware corporation (the “Borrower”), American Foodservice Distributors, a California corporation (“Foodservice”), Smart & Final Stores Corporation, a California corporation (“S&F Stores”), Smart & Final Oregon, Inc., an Oregon corporation (“Oregon”), Port Stockton Food Distributors, Inc., a California corporation (“Port Stockton”), Casino Frozen Foods, Inc., a California corporation (“Casino Foods”), Amerifoods Trading Company, a Florida corporation (“Amerifoods”), FoodServiceSpecialists.com, Inc., an Oregon corporation (“Foodservice Specialists”), Okun Produce International, Inc., a Florida corporation (“Okun”), and HL Holding Corporation, a Nevada corporation (“HL Holding”) (collectively, the “Grantors”), and BNP PARIBAS, as Administrative Agent (the “Administrative Agent”) for each of the Lender Parties.
REAFFIRMATION AGREEMENTReaffirmation Agreement • March 11th, 2005 • Smart & Final Inc/De • Wholesale-groceries & related products • California
This REAFFIRMATION AGREEMENT, dated as of November 18, 2004 (this “Agreement”), is among each of the signatories listed as a “Grantor” on the signature pages hereto (the “Grantors”), Wells Fargo Bank Northwest, National Association, not individually, but solely as Owner Trustee under S&F Trust 1998-1 (the “Owner Trustee”), and BNP PARIBAS, as administrative agent for the Lender Parties referred to in the Amended and Restated Credit Agreement described below (in such capacity, the “Administrative Agent”).
