0001021408-02-008142 Sample Contracts

WAIVER AND AMENDMENT AGREEMENT NO. 1
Waiver and Amendment Agreement • June 10th, 2002 • Smart & Final Inc/De • Wholesale-groceries & related products • California

This Waiver and Amendment Agreement No. 1, dated and effective as of June 4, 2002 (this “Agreement”) is among the Persons which have executed this Agreement below. Capitalized terms used, but not defined, herein are used as defined in that certain Lease Agreement, dated as of November 30, 2001, between Wells Fargo Bank Northwest, National Association, as Owner Trustee under S&F Trust 1998-1, as lessor, and Smart & Final Inc., as lessee.

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • June 10th, 2002 • Smart & Final Inc/De • Wholesale-groceries & related products • California

This First Amendment to Credit Agreement (this “Amendment”) is entered into as of June , 2002, by and among SMART & FINAL INC., a Delaware corporation (the “Borrower”), the Guarantors listed on the signature pages hereof, the financial institutions and other entities party hereto (the “Lenders”) and BNP PARIBAS, as Administrative Agent for the Lenders (the “Administrative Agent”).

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