0001193125-03-024158 Sample Contracts

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 25th, 2003 • Smart & Final Inc/De • Wholesale-groceries & related products • California

This Third Amendment to Credit Agreement (this “Amendment”) is entered into as of June 1, 2003, 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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SEVERANCE AND CONSULTING SERVICES AGREEMENT
Severance and Consulting • July 25th, 2003 • Smart & Final Inc/De • Wholesale-groceries & related products • California

This Severance and Consulting Services Agreement (“Agreement”) between Smart & Final Inc. and its subsidiaries and affiliates (collectively “S&F”) and Dennis L. Chiavelli (“Chiavelli”), is made with reference to the following facts and objectives:

SUPPLY AGREEMENT
Supply Agreement • July 25th, 2003 • Smart & Final Inc/De • Wholesale-groceries & related products • California

This Supply Agreement (“Agreement”) is made and entered into as of the 16th day of May, 2003 by and between Unified Western Grocers, Inc., a California corporation (“Supplier”), and Smart & Final Oregon, Inc., an Oregon corporation (“Company”).

AMENDMENT AGREEMENT NO. 3
Amendment Agreement • July 25th, 2003 • Smart & Final Inc/De • Wholesale-groceries & related products • California

This Amendment Agreement No. 3, dated and effective as of June 1, 2003 (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, as amended by Waiver and Amendment Agreement No. 1, dated as of June 4, 2002, and by Waiver and Amendment Agreement No. 2, dated as of February 14, 2003.

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