SECOND AMENDMENT
TO
PARTICIPATION AGREEMENT
This SECOND AMENDMENT TO PARTICIPATION AGREEMENT (THIS "AMENDMENT") is
entered into as of August 15, 1997 by and among Smart & Final Inc., a Delaware
corporation, Smart & Final Stores Corporation, a California corporation, and
Port Stockton Food Distributors, Inc., a California corporation, Fleet National
Bank, a national banking association, Credit Lyonnais Los Angeles Branch, a
branch duly licensed under the laws of California of a banking corporation
organized and existing under the laws of the Republic of France, Bank Leumi Le-
Israel B.M., a banking corporation organized and existing under the laws of
Israel, The Fuji Bank, Limited, Los Angeles Agency, an agency duly licensed
under the laws of California of a banking corporation organized and existing
under the laws of Japan, The Industrial Bank of Japan, Limited, Los Angeles
Agency, an agency duly licensed under the laws of California of a banking
corporation organized and existing under the laws of Japan, and Via Banque,
S.A., a banking corporation organized and existing under the laws the Republic
of France, Credit Lyonnais Leasing Corp., a Delaware corporation, and Credit
Lyonnais New York Branch, a branch duly licensed under the laws of New York of a
banking corporation organized and existing under the laws of the Republic of
France.
WHEREAS, each of the parties hereto has entered into that certain First
Amendment and Restatement dated as of June 20, 1997 to that certain
Participation Agreement dated as of December 15, 1994 (as so amended and
restated, the "Participation Agreement"); and
WHEREAS, each of the parties hereto desire to amend the Participation
Agreement to correct the definition of Consolidated Cash Flow as used therein.
NOW, THEREFORE, the Parties hereto agree as follows (capitalized terms used
herein but not otherwise defined herein having the meaning ascribed to them in
the Participation Agreement):
1. Amendments. The definition of "Consolidated Cash Flow" as set forth in
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Exhibit A to the Participation Agreement shall be amended and restated in its
entirety to read as follows:
" `Consolidated Cash Flow' shall mean, at any date and for any period, the sum
of consolidated net income (excluding non-cash unusual items and minority
interest in earnings for such period), plus interest expense, income taxes,
depreciation, amortization and lease expense (to the extent deducted in
determining net income) for such period."
2. Governing Law. This Amendment shall be governed by the laws of the State
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of New York without regard to the conflict of laws rules thereof.
3. Counterparts. This Amendment may be executed in any number of
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counterparts, all of which, taken together, shall constitute one complete
document.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date first above written.
CREDIT LYONNAIS LOS ANGELES BRANCH,
as Lender
By: /s/ Dianne M. Scott
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Its: Vice President and Manager
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THE FUJI BANK, LIMITED, LOS ANGELES
AGENCY as Lender
By: /s/ Masahito Fukuda
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Its: Joint General Manager
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BANK LEUMI LE-ISRAEL B.M., as Lender
By: /s/ Jacques Delvoy
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Its: Vice President
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THE INDUSTRIAL BANK OF JAPAN, LIMITED,
LOS ANGELES AGENCY, as Lender
By: /s/ Vicente L. Timiraos
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Its: Sr. V.P. & Sr. Mgr.
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VIA BANQUE, S.A., as Lender
By: /s/ Christel Prot
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Its: Sous-Directeur
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By: /s/ Pascal Arnoult
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Its: Directeur
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CREDIT LYONNAIS NEW YORK BRANCH,
as Agent
By: /s/ David Fink
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Its: First Vice President
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CREDIT LYONNAIS LEASING CORP.,
as Equity Participant
By: /s/ L.M. Wertheim
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Its: Vice President/Secretary
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SMART & FINAL, INC.
as Lessee
By: /s/ Donald G. Alvarado
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Its: Sr. V.P.
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FLEET NATIONAL BANK
not in its individual capacity, but solely as owner
Trustee under the Trust Agreement, as the Lessor
By: /s/ E.C. Hammer
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Its: Attorney in Fact
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SMART & FINAL STORES CORPORATION,
as Permitted Sublessee
By: /s/ Donald G. Alvarado
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Its: Sr. V.P.
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PORT STOCKTON FOOD DISTRIBUTORS, INC.
as Permitted Sublessee
By: /s/ Donald G. Alvarado
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Its: Secretary
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