13,450,000 Shares SMART & FINAL STORES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2014 • Smart & Final Stores, Inc. • Retail-grocery stores • New York
10,000,000 Shares SMART & FINAL STORES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 16th, 2015 • Smart & Final Stores, Inc. • Retail-grocery stores • New York
Shares SMART & FINAL STORES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 11th, 2014 • Smart & Final Stores, Inc. • Retail-grocery stores • New York
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • July 29th, 2016 • Smart & Final Stores, Inc. • Retail-grocery stores • New York
REVOLVING CREDIT AGREEMENT, dated as of November 15, 2012 (this “Agreement”), among SF CC Intermediate Holdings, Inc., a Delaware corporation (“Parent”), Smart & Final Stores LLC, a California limited liability company (“S&F Stores”), as the borrower (in such capacity, the “Borrower”), the Co-Borrowers party hereto on the Closing Date and each Subsidiary of the Borrower that becomes a party hereto as a Co-Borrower pursuant to Section 5.13 hereof, the Lenders party hereto from time to time and Bank of America, N.A., as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”), as collateral agent (in such capacity, and as further defined in Section 1.01, the “Collateral Agent”), as Swingline Lender (in such capacity, and as further defined in Section 1.01, the “Swingline Lender”), and as issuing bank (in such capacity, and as further defined in Section 1.01, the “Issuing Bank”).
AGREEMENT AND PLAN OF MERGER among: SMART & FINAL STORES, INC., a Delaware corporation; FIRST STREET PARENT, INC., a Delaware corporation; and FIRST STREET MERGER SUB, INC., a Delaware corporationMerger Agreement • April 18th, 2019 • Smart & Final Stores, Inc. • Retail-grocery stores • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 16, 2019, by and among First Street Parent, Inc., a Delaware corporation (“Parent”); First Street Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Purchaser”); and Smart & Final Stores, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SMART & FINAL HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE SF CC HOLDINGS, INC. 2012 STOCK INCENTIVE PLAN CO-INVEST OPTIONNon-Qualified Stock Option Agreement • July 31st, 2014 • Smart & Final Stores, Inc. • Retail-grocery stores • Delaware
This Agreement is entered into pursuant to Section 2.3(d) of that certain Purchase and Sale Agreement (the “Purchase Agreement”) by and among the Company, Smart & Final Holdco LLC and certain other Persons, and supersedes and replaces that certain notice to the Participant titled “Grant of New Stock Options by Smart & Final Holdings Corp.,” dated April 7, 2010 (the “Predecessor Option Agreement”), pursuant to which Participant was granted options (the “Predecessor Options”) to purchase the common stock of Smart & Final Holdings Corp. Pursuant to Section 2.3(d) of the Purchase Agreement, the Predecessor Options were converted, effective on the Closing Date, into an option (the “Option”) to purchase the number of shares of the common stock of the Company, $0.001 par value per share (the “Common Stock”), set forth below, pursuant to the SF CC Holdings, Inc. 2012 Stock Incentive Plan, as it may be amended from time to time (the “Plan”). Except as otherwise indicated, any capitalized term u
REVOLVING CREDIT AGREEMENT, dated as of November 15, 2012, among SF CC INTERMEDIATE HOLDINGS, INC., as Parent, SMART & FINAL INC., as Borrower Holdco, SMART & FINAL STORES LLC, as the Borrower, THE CO-BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO,...Revolving Credit Agreement • July 31st, 2014 • Smart & Final Stores, Inc. • Retail-grocery stores • New York
REVOLVING CREDIT AGREEMENT, dated as of November 15, 2012 (this “Agreement”), among SF CC Intermediate Holdings, Inc., a Delaware corporation (“Parent”), Smart & Final Stores LLC, a California limited liability company (“S&F Stores”), as the borrower (in such capacity, the “Borrower”), the Co-Borrowers party hereto on the Closing Date and each Subsidiary of the Borrower that becomes a party hereto as a Co-Borrower pursuant to Section 5.13 hereof, the Lenders party hereto from time to time and Bank of America, N.A., as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”), as collateral agent (in such capacity, and as further defined in Section 1.01, the “Collateral Agent”), as Swingline Lender (in such capacity, and as further defined in Section 1.01, the “Swingline Lender”), and as issuing bank (in such capacity, and as further defined in Section 1.01, the “Issuing Bank”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2018 • Smart & Final Stores, Inc. • Retail-grocery stores • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made on December 12, 2017 (the “Effective Date”), by and between Smart & Final Stores, Inc., a Delaware corporation (the “Company”), and David G. Hirz (the “Executive”).
SMART & FINAL STORES, INC. Non-Qualified Stock Option Agreement Pursuant to the Smart & Final Stores, Inc.Non-Qualified Stock Option Agreement • March 25th, 2015 • Smart & Final Stores, Inc. • Retail-grocery stores • Delaware
AGREEMENT (this “Agreement”), dated as of September 23, 2014 between Smart & Final Stores, Inc., a Delaware corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and Richard N. Phegley (the “Participant”).
SMART & FINAL STORES, INC. Restricted Stock Agreement Pursuant to the Smart & Final Stores, Inc.Restricted Stock Agreement • July 26th, 2018 • Smart & Final Stores, Inc. • Retail-grocery stores • Delaware
AGREEMENT (this “Agreement”), dated as of May 14, 2018, between Smart & Final Stores, Inc., a Delaware corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and David Hirz (the “Participant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2015 • Smart & Final Stores, Inc. • Retail-grocery stores • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated September 29, 2014, by and among Smart & Final Stores, Inc., a Delaware corporation (the “Company”), Ares Corporate Opportunities Fund III, L.P., a Delaware limited partnership (“ACOF III”), Ares Corporate Opportunities Fund IV, L.P., a Delaware limited partnership (“ACOF IV”), and the other stockholders of the Company listed on Schedule A hereto (collectively with ACOF III, ACOF IV and each other Person that executes a Joinder Agreement, the “Stockholders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 27th, 2014 • Smart & Final Stores, Inc. • Retail-grocery stores • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is effective [·], by and among Smart & Final Stores, Inc., a Delaware corporation (the “Company”), [·] (“Indemnitee”) and, with respect to its guarantee set forth on the signature pages hereto only, Smart & Final Stores LLC, a California limited liability company (“Stores LLC”) and wholly owned subsidiary of the Company.
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • November 17th, 2016 • Smart & Final Stores, Inc. • Retail-grocery stores • New York
FIRST LIEN TERM LOAN CREDIT AGREEMENT, originally dated as of November 15, 2012 (as amended as of the First Amendment Effective Date by the First Amendment (each as defined below), as amended as of the Second Amendment Effective Date by the Second Amendment (each as defined below), and as amended as of the Third Amendment Effective Date by the Third Amendment (each as defined below) and as amended as of the Fourth Amendment Effective Date by the Fourth Amendment (each as defined below), this “Agreement”), among SF CC Intermediate Holdings, Inc., a Delaware corporation (“Parent”, and also as the initial borrower hereunder prior to the Contribution, as described below), Smart & Final LLC, a California limited liability company (“Borrower Holdco”), Smart & Final Stores LLC, a California limited liability company (“S&F Stores”, and the “Borrower”), the Lenders party hereto from time to time, and Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, and as further
SMART & FINAL STORES, INC. Restricted Stock Agreement Pursuant to the Smart & Final Stores, Inc. Amended & Restated 2014 Stock Incentive PlanRestricted Stock Agreement • March 16th, 2018 • Smart & Final Stores, Inc. • Retail-grocery stores • Delaware
AGREEMENT (this “Agreement”), dated as of December 8, 2017, between Smart & Final Stores, Inc., a Delaware corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and Derek Jones (the “Participant”).
JOINT VENTURE AGREEMENT (Store Project)Joint Venture Agreement • July 31st, 2014 • Smart & Final Stores, Inc. • Retail-grocery stores
This Joint Venture Agreement (the “Agreement”) is entered into this 15th day of December of 1992 by and between Treviño Hernandez, S. de R.L. de C.V. (hereinafter referred to as “Tre-Her”), a Mexican corporation and Smart & Final, Inc. (hereinafter referred to as “Smart & Final”), a corporation of the State of Delaware, United States of America.
Smart & Final Inc. 2009 Executive Severance PlanExecutive Severance Plan • March 17th, 2017 • Smart & Final Stores, Inc. • Retail-grocery stores • California
The purpose of this Smart & Final Inc. 2009 Executive Severance Plan (the “Plan”) is to enable Smart & Final Inc. and its affiliates (the “Company”) to offer a form of protection to the officers and other key employees of the Company in the event their employment with the Company terminates.
FIRST LIEN TERM LOAN GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 15, 2012, among SF CC INTERMEDIATE HOLDINGS, INC., as Parent and initial Borrower, each Subsidiary of Parent identified herein, and MORGAN STANLEY SENIOR FUNDING, INC., as...First Lien Term Loan Guarantee and Collateral Agreement • July 31st, 2014 • Smart & Final Stores, Inc. • Retail-grocery stores • New York
GUARANTEE AND COLLATERAL AGREEMENT dated as of November 15, 2012 (this “Agreement”), among SF CC INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Parent”, and prior to the Contribution, the “Initial Borrower”), Smart & Final Stores LLC, a California limited liability company, (from and after the Contribution, and together with the Initial Borrower, the “Borrower”), each other Subsidiary of Parent identified on Schedule I or otherwise identified herein as a party (each, a “Subsidiary Loan Party”) and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).
SMART & FINAL LLC SUPPLEMENTAL DEFERRED COMPENSATION PLAN TRUSTTrust Agreement • May 14th, 2019 • Smart & Final Stores, Inc. • Retail-grocery stores • North Carolina
This Grantor Trust Agreement (the “Trust Agreement”) is made this 12th day of April, 2019 and effective the 1st day of January, 2019 by and between Smart & Final LLC (“the Company”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“the Trustee”).
SMART & FINAL STORES, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE SF CC HOLDINGS, INC. 2012 STOCK INCENTIVE PLANNon-Qualified Stock Option Agreement • July 31st, 2014 • Smart & Final Stores, Inc. • Retail-grocery stores • Delaware
AGREEMENT (“Agreement”), dated as of [·], 201[·] (the “Grant Date”), between Smart & Final Stores, Inc., a Delaware corporation (the “Company”), and [·] (the “Participant”).
SMART & FINAL STORES, INC. Cash Incentive Award AgreementCash Incentive Award Agreement • May 21st, 2018 • Smart & Final Stores, Inc. • Retail-grocery stores • Delaware
CASH INCENTIVE AWARD AGREEMENT (this “Agreement”), dated as of May __, 2018, between Smart & Final Stores, Inc., a Delaware corporation (the “Company”), and ___________ (the “Participant”).
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND INCREMENTAL FACILITY AMENDMENTCredit Agreement • July 31st, 2014 • Smart & Final Stores, Inc. • Retail-grocery stores • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of May 29, 2013 (this “Amendment”), is entered into by and among SF CC Intermediate Holdings, Inc., a Delaware corporation (“Parent”), Smart & Final Stores LLC, a California limited liability company (the “Borrower”), the other Loan Parties listed on the signature pages hereto, Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent for the lenders under the Credit Agreement (defined below), joint lead arranger and joint book-runner (the “Administrative Agent”), Deutsche Bank Securities Inc., as co-documentation agent, syndication agent, joint lead arranger and joint book-runner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arranger and joint book-runner, Credit Suisse Securities (USA) LLC, as joint lead arranger and joint book-runner, Credit Suisse AG, as co-documentation agent and each of the undersigned banks and other financial institutions party hereto as lenders with a 2013 Additional Ter
Smart & Final Stores, Inc. 2018 Executive Severance PlanExecutive Severance Plan • May 14th, 2018 • Smart & Final Stores, Inc. • Retail-grocery stores • California
The purpose of this Smart & Final Stores, Inc. 2018 Executive Severance Plan (the “Plan”) is to enable the Company to offer a form of protection to selected key employees of the Company in the event their employment with the Company terminates.
FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of November 15, 2012, among SF CC INTERMEDIATE HOLDINGS, INC., as Parent and the initial Borrower, THE LENDERS PARTY HERETO, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Bookrunner and...First Lien Term Loan Credit Agreement • July 31st, 2014 • Smart & Final Stores, Inc. • Retail-grocery stores • New York
FIRST LIEN TERM LOAN CREDIT AGREEMENT, dated as of November 15, 2012 (this “Agreement”), among SF CC Intermediate Holdings, Inc., a Delaware corporation, as the initial borrower (“Parent” and, prior to the Contribution, the “Borrower”), Smart & Final, Inc., as borrower holdco (the “Borrower Holdco”), the Lenders party hereto from time to time and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”), and as collateral agent (in such capacity, and as further defined in Section 1.01, the “Collateral Agent”).
AMENDMENT NO. 2 TO CREDIT AGREEMENT AND INCREMENTAL FACILITY AMENDMENTCredit Agreement • July 31st, 2014 • Smart & Final Stores, Inc. • Retail-grocery stores • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT AND INCREMENTAL FACILITY AMENDMENT, dated as of December 19, 2013 (this “Amendment”), is entered into by and among SF CC Intermediate Holdings, Inc., a Delaware corporation (“Parent”), Smart & Final Stores LLC, a California limited liability company (the “Borrower”), the subsidiaries of the Borrower listed on the signature pages hereto (the “Subsidiary Guarantors”; and together with the Parent and the Borrower, the “Loan Parties”), Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), as administrative agent for the lenders under the Credit Agreement, as defined below (in such capacity, the “Administrative Agent”), as collateral agent for the lenders under the Credit Agreement and as joint lead arranger and joint book-runner, Deutsche Bank Securities Inc. (“DBS”), as co-documentation agent, syndication agent (in such capacity, the “Syndication Agent”), joint lead arranger and joint book-runner, Merrill Lynch, Pierce, Fenner & Smith Incorporate
SMART & FINAL STORES, INC. Non-Qualified Stock Option Agreement Pursuant to the Smart & Final Stores, Inc.Non-Qualified Stock Option Agreement • March 25th, 2015 • Smart & Final Stores, Inc. • Retail-grocery stores • Delaware
AGREEMENT (this “Agreement”), dated as of September 23, 2014 between Smart & Final Stores, Inc., a Delaware corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and David G. Hirz (the “Participant”).
ABL GUARANTEE AND COLLATERAL AGREEMENT, dated as of November 15, 2012, among SF CC INTERMEDIATE HOLDINGS, INC., as Parent, SMART & FINAL STORES LLC and each other Subsidiary of Parent identified herein and BANK OF AMERICA, N.A., as Administrative...Abl Guarantee and Collateral Agreement • July 31st, 2014 • Smart & Final Stores, Inc. • Retail-grocery stores • New York
Schedule I Subsidiary Loan Parties Schedule II Pledged Stock; Debt Securities Schedule III Intellectual Property Schedule IV Filing Jurisdictions Schedule V Commercial Tort Claims Schedule VI Matters Relating to Accounts and Inventory
SMART & FINAL STORES, INC. Restricted Stock Agreement Pursuant to the Smart & Final Stores, Inc. Amended & Restated 2014 Stock Incentive PlanRestricted Stock Agreement • May 26th, 2017 • Smart & Final Stores, Inc. • Retail-grocery stores • Delaware
AGREEMENT (this “Agreement”), dated as of May 25, 2017, between Smart & Final Stores, Inc., a Delaware corporation (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and David G. Hirz (the “Participant”).
SMART & FINAL STORES, INC. Cash Incentive Award AgreementCash Incentive Award Agreement • May 21st, 2018 • Smart & Final Stores, Inc. • Retail-grocery stores • Delaware
CASH INCENTIVE AWARD AGREEMENT (this “Agreement”), dated as of May 21, 2018, between Smart & Final Stores, Inc., a Delaware corporation (the “Company”), and David G. Hirz (the “Participant”).
THIRD AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE SF CC HOLDINGS, INC. 2012 STOCK INCENTIVE PLAN Preliminary StatementNon-Qualified Stock Option Agreement • July 29th, 2016 • Smart & Final Stores, Inc. • Retail-grocery stores
The terms of the Non-Qualified Stock Option Agreement (designated as Award Number 13-023), dated as of February 1, 2013, amended effective May 30, 2014, and amended again effective September 23, 2014, evidencing an option (the “Option”) granted to David G. Hirz (“Participant”) to purchase 4,419 shares of Common Stock of Smart & Final Stores, Inc. (the “Company”), at a price per share of $1,000; and the Non-Qualified Stock Option Agreement (designated as Award Number 13-024), dated as of February 1, 2013, amended effective May 30, 2014, and amended again effective September 23, 2014, evidencing an Option granted to David G. Hirz to purchase 4,419 shares of Common Stock of the Company, at a price per share of $1,500 (together, the “Agreements”), hereby are amended by this amendment (“Amendment”) effective July 20, 2016.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • July 31st, 2014 • Smart & Final Stores, Inc. • Retail-grocery stores • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of December 19, 2013 (this “Amendment”), is entered into by and among SF CC Intermediate Holdings, Inc., a Delaware corporation (“Parent”), Smart & Final LLC, a Delaware limited liability company (“Borrower Holdco”), Smart & Final Stores LLC, a California limited liability company (the “Borrower”), the Co-Borrowers (as defined below), the subsidiaries of the Borrower listed on the signature pages hereto as Guarantors (the “Guarantors”; and together with the Parent, Borrower Holdco, the Borrower and the Co-Borrowers, the “Loan Parties”), Bank of America, N.A., as administrative agent for the lenders under the Credit Agreement, as defined below (in such capacity, the “Administrative Agent”), as collateral agent for the lenders under the Credit Agreement, as swingline lender and as issuing bank, and the Consenting Lenders (as defined below).
