EXHIBIT 10.21
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This First Amendment to Registration Rights Agreement ("First Amendment")
is entered into as of August 6, 1996, by and between SMART & FINAL INC., a
Delaware corporation (the "Company"), CASINO USA, INC., a California corporation
("Casino USA"), and XXXXXX X. XXXXXX ("Xxxxxx"), a stockholder of the Company
(Casino USA and Xxxxxx are hereinafter referred to collectively as the "Holders"
and individually as a "Holder"), with reference to the following facts:
A. The Company and the Holders have heretofore entered into a
Registration Rights Agreement dated as of August 6, 1991 (the "Agreement"),
whereby the Holders have certain rights with respect to registration of their
shares of Company stock ("Shares").
B. The parties wish to amend the Agreement to provide for the extension
of its termination date, and such other matters as are set forth below.
NOW, THEREFORE, the parties agree as follows:
1. The definition of "Shares" in Section 1 of the Agreement is hereby
amended to read in its entirety as follows:
""Shares" means the shares of Common Stock owned by the Holders at any
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time during the term of this Agreement."
2. The first sentence of Section 3(b)(ii) of the Agreement is hereby
amended to read in its entirety as follows:
"The Company agrees to use its best efforts to keep the Registration
Statement filed pursuant to this Section 3 continuously effective and
usable for the resale of the Registrable Shares for a period of 30
days from the date on which the SEC declares such Registration
Statement effective, (i) such shorter period which will terminate when
all the Registrable Shares covered by such Registration Statement have
been sold pursuant to such Registration Statement, or (ii) such
longer period as may be required under the rules governing the
continuing effectiveness of such Registration Statement."
3. Section 8(a) of the Agreement is hereby amended to read in its
entirety as follows:
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"(a) Termination. This Agreement and the obligations of the Company
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hereunder shall terminate on the earlier of: (i) August 6, 1999 or
(ii) the first date on which no Registrable Shares remain
outstanding."
4. All capitalized terms not defined herein shall have the same meaning
as set forth in the Agreement. Except as amended herein all other terms and
conditions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this First Amendment as of
the date first written above.
SMART & FINAL INC.
a Delaware corporation
/s/ XXXXXX X. XXXXXXXX
By:___________________________________
Senior Vice President
Title:_________________________________
/s/ XXXXXX X. XXXXX
By:___________________________________
Executive Vice President, CFO
Title:_________________________________
CASINO USA, INC.
a California corporation
/s/ XXXXXX X. XXXXXX
By:___________________________________
President
Title: _________________________________
/s/ XXXXX XXXXXX
By:___________________________________
Assistant Treasurer
Title: _________________________________
/s/ XXXXXX X. XXXXXX
_____________________________________
XXXXXX X. XXXXXX
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