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”).
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.
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 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”).
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
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
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
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).
