<PAGE>

                                                                      Exh. 10.40

                 SIXTH AMENDMENT AND WAIVER TO CREDIT AGREEMENT

          This Sixth Amendment and Waiver to Credit Agreement (this "Amendment")
is entered into as of September 12, 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").

                                    RECITALS

          A. The Borrower, the Lenders, the Administrative Agent, Harris Trust &
Savings Bank, as syndication agent, and Cooperative Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch, as
documentation agent, are parties to that certain Credit Agreement dated as of
November 30, 2001 (as amended to date, the "Credit Agreement"). Capitalized
terms used herein without definition have the meanings ascribed to such terms in
the Credit Agreement.

          B. The Borrower has informed the Administrative Agent that it intends
to sell (i) its northern California broadline foodservice operations (other than
the Craig & Hamilton meat processing business) to Sysco Corp., a Delaware
corporation ("Sysco"), and (ii) its Craig & Hamilton meat processing business to
Pacific Fresh, Inc., a California corporation ("Pacific Fresh"), for a total
purchase price for both transactions of approximately $27.5 million in cash. The
transactions will be structured as a sale of most of the accounts receivable and
inventories of Port Stockton Food Distributors, Inc. (including its meat
processing business under the tradename Craig & Hamilton) and the assumption of
a lease in connection with the meat processing business (the "Sale
Transactions"). The assets to be sold in the Sale Transactions are set forth on
Annex A hereto (such assets, the "Sale Assets").

          C. The Borrower has also informed the Administrative Agent that it
intends to cease operations and eventually sell the Port Stockton dry grocery
warehouse, a Synthetic Lease Property (the "Dry Grocery Warehouse"), and certain
other assets with respect to the northern California broadline foodservice
operations, all of which are more particularly described on Annex B hereto (such
assets and the Dry Grocery Warehouse, collectively, the "Retained Assets").

          D. Section 6.02(d) of the Credit Agreement prohibits sales of assets
by the Loan Parties except under certain circumstances. Under Section
6.02(d)(iii), the Loan Parties may sell assets if, among other things, the
aggregate purchase price paid to all of the Loan Parties for such asset and all
other assets sold by the Loan Parties during the same Fiscal Year pursuant to
Section 6.02(d)(iii) does not exceed $7,500,000 in any Fiscal Year and
$15,000,000 during the term of the Credit Agreement (the "Proceeds Limitation").
In addition, Section 6.02(d)(v) permits sales of Synthetic Lease Properties so
long as the purchase price thereof does not exceed $5,000,000 (the "Five Million

<PAGE>

Dollar Limitation"). The Sale Transactions do not, and the disposition of the
Retained Assets may not, meet the requirements of Section 6.02(d)(iii) and
6.02(d)(v).

          E. As a result of the Sale Transactions and the recent sale of the
Borrower's Florida broadline foodservice operations and nine of the fourteen
Smart & Final stores located in Florida (the "Florida Sale") to GFS Holding
Inc., a Michigan corporation ("GFS"), and certain of GFS's subsidiaries, the
Borrower will not be in compliance with the Borrowing Base Amount and certain of
the financial covenants.

          F. The Borrower has requested that the Lenders and the Administrative
Agent (i) consent to the Sale Transactions, (ii) consent to the disposition of
the Retained Assets, (iii) agree to waive the Proceeds Limitation of Section
6.02(d)(iii) and the Five Million Dollar Limitation of Section 6.02(d)(v) in
connection with the Sale Transactions and the disposition of the Retained
Assets, (iv) release the Lien granted to the Administrative Agent under the
Collateral Documents, the Second Mortgages and the Subordinate Security
Agreement with respect to the Sale Assets and, when sold, the Retained Assets
and (v) amend the definition of the Borrowing Base Amount and certain
definitions related thereto.

          G. The Administrative Agent and the Lenders have agreed to (i) consent
to the Sale Transactions, (ii) consent to the disposition of the Retained
Assets, (iii) waive the Proceeds Limitation of Section 6.02(d)(iii) and the Five
Million Dollar Limitation of Section 6.02(d)(v) in connection with the Sale
Transactions and the disposition of the Retained Assets, (iv) release the Lien
granted to the Administrative Agent under the Collateral Documents, the Second
Mortgages and the Subordinate Security Agreement with respect to the Sale Assets
and, when sold, the Retained Assets and (v) amend the definition of the
Borrowing Base Amount and certain definitions related thereto.

          H. The Administrative Agent and the Lenders desire to acknowledge and
agree that (i) pursuant to the Fifth Amendment, Waiver and Collateral Release
(the "Fifth Amendment"), dated as of September 3, 2003, by and among the
Borrower, the guarantors listed on the signature pages thereto, the financial
institutions and other entities party thereto and the Administrative Agent, (a)
the Administrative Agent and the Lenders consented to the license (the
"License") by the Borrower and certain of its subsidiaries of certain tradenames
and trademarks for a period not to exceed two years pursuant to the Tradename
and Trademark License Agreement, dated September    , 2003, by and between the
                                                 ---
Borrower, Smart & Final Stores Corporation, a California corporation, American
Foodservice Distributors, a California corporation, GFS, Henry Lee Company, a
Florida corporation, GFS Stores, LLC, a Delaware limited liability company, and
GFS Orlando, LLC, a Delaware limited liability company, (b) the Administrative
Agent and the Lenders waived any breach of Section 6.02(a) of the Credit
Agreement and/or Section 4.1(b)(i) of the Security Agreement that would
otherwise result from the License, and (c) the Administrative Agent and the
Lenders waived any breach of Section 4.1(b)(viii) of the Pledge Agreement that
would otherwise result from the transfer of the Subsidiaries of Henry Lee
Company to American Foodservice

                                       2

<PAGE>

Distributors, (ii) proceeds from the sale of Synthetic Lease Properties may be
applied as provided in Section 11.2 of the Synthetic Lease, and (iii) the
condition precedent specified in Section 6(a)(iv) of the Fifth Amendment was
satisfied notwithstanding the fact that the amendment, waiver and release
documents to the Synthetic Lease Documents contemplated thereby did not effect
any amendment corresponding to the amendment described in subclause (2) thereof.

          NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto hereby agree as follows:

          Section 1. Section References. Unless otherwise expressly stated
herein, all Section references herein shall refer to Sections of the Credit
Agreement.

          Section 2. Consents. The Administrative Agent and the Lenders hereby
consent to:

               (a) the Sale Transactions; and

               (b) the disposition of the Retained Assets.

          Section 3. Waiver of Section 6.02(d)(iii) and Section 6.02(d)(v). In
connection with the Sale Transactions and the disposition of the Retained
Assets, the Lenders hereby waive the Proceeds Limitation of Section 6.02(d)(iii)
and the Five Million Dollar Limitation of Section 6.02(d)(v); provided, that the
Net Cash Proceeds from (i) the Sale Transactions and (ii) the disposition of the
Retained Assets (excluding any Net Cash Proceeds received from the sale of the
Dry Grocery Warehouse which are used to purchase replacement Synthetic Lease
Properties or which are applied in accordance with Section 11.2 of the Synthetic
Lease) shall be applied in accordance with Section 2.05(b)(iii), and the
Revolving Facility shall be permanently reduced in accordance with Section
2.04(b).

          Section 4. Release of Collateral; Licenses.

               (a) Upon the later to occur of (i) consummation of the Sale
Transactions and (ii) satisfaction of the conditions precedent set forth in
Section 6 hereof (such date, the "Release Date"), the Lenders authorize the
Administrative Agent to release its Lien on the Sale Assets and to execute and
deliver any documents and instruments deemed appropriate by the Administrative
Agent to effect the same, including, without limitation, any release of the
owned real property described in Annex A hereto at such time as Borrower may
request. On the Release Date, the Administrative Agent shall, at the expense of
the Borrower, promptly return to the Borrower any and all instruments,
certificates and other documents evidencing any lien, charge or encumbrance on
the Sale Assets. Effective on the Release Date, the Administrative Agent
authorizes the Borrower and its agents or representatives to file such documents
or instruments as the Borrower may deem necessary, in form and substance
satisfactory to the Administrative Agent, to evidence, effect or confirm the
release and termination of any and all Liens created under the Collateral
Documents, the Second Mortgages and the

                                       3

<PAGE>

Subordinate Security Agreement with respect to the Sale Assets. In addition,
upon the Release Date, the Lenders authorize the Borrower (and any applicable
subsidiaries) to enter into license agreements with Sysco and/or Pacific Fresh,
in form and substance satisfactory to the Administrative Agent, in connection
with the Sale Transactions, and the Lenders hereby waive any breach of Section
6.02(a) of the Credit Agreement and/or Section 4.1(b)(i) of the Security
Agreement that would otherwise result from any such license.

               (b) Upon the later to occur of (i) consummation of the
disposition of any of the Retained Assets and (ii) satisfaction of the
conditions precedent set forth in Section 6 hereof (any such date, a "Retained
Asset Release Date"), the Lenders authorize the Administrative Agent to release
its Lien on the Retained Assets being disposed of and to execute and deliver any
documents and instruments deemed appropriate by the Administrative Agent to
effect the same. On any Retained Asset Release Date, the Administrative Agent
shall, at the expense of the Borrower, promptly return to the Borrower any and
all instruments, certificates and other documents evidencing any lien, charge or
encumbrance on the Retained Assets being disposed of. Effective on any Retained
Asset Release Date, the Administrative Agent authorizes the Borrower and its
agents or representatives to file such documents or instruments as the Borrower
may deem necessary, in form and substance satisfactory to the Administrative
Agent, to evidence, effect or confirm the release and termination of any and all
Liens created under the Collateral Documents, the Second Mortgages and the
Subordinate Security Agreement with respect to the Retained Assets being
disposed of. In addition, upon any Retained Asset Release Date, the Lenders
authorize the Borrower (and any applicable subsidiaries) to enter into license
agreements with any purchaser of the Retained Assets being disposed of, in form
and substance satisfactory to the Administrative Agent.

          Section 5. Amendment to Section 1.01 (Certain Defined Terms).

               (a) The definition of "Applicable Margin" set forth in Section
1.01 is hereby amended by deleting clause (iii) of the proviso thereto and
replacing it with the following:

     (iii) during the period commencing on September 15, 2003 until March 15,
     2004, the Applicable Margin shall equal 3.00% per annum with respect to
     Eurodollar Rate Advances and 2.00% per annum with respect to Base Rate
     Advances.

               (b) The definition of "Borrowing Base Amount" set forth in
Section 1.01 is hereby amended by deleting such definition in its entirety and
replacing it with the following:

          "Borrowing Base Amount" means, at any time of determination, the
     lesser of (i) the aggregate Revolving Commitments in effect at such time,
     and (ii) the sum of the following amounts for each category of Eligible
     Collateral (as reflected in the then most recently delivered Borrowing Base
     Certificate):

                                       4

<PAGE>

          (a) with respect to Eligible Inventory, 60% of the value thereof,

          (b) with respect to Eligible Accounts Receivable, 80% of the value
     thereof; and

          (c) with respect to Eligible Real Property, 50% of the value thereof;

     provided, however, that in the event a Default has occurred and is
     continuing based on the Borrower's failure to deliver any financial
     statement, compliance certificate or Borrowing Base Certificate as and when
     required pursuant to Sections 6.03(a), 6.03(c), or 6.03(d), as applicable,
     the Borrowing Base Amount shall be such amount as may be determined from
     time to time by the Administrative Agent and the Required Lenders in their
     sole discretion.

               (c) The definition of "Eligible Collateral" set forth in Section
1.01 is hereby amended by deleting such definition in its entirety and replacing
it with the following:

          "Eligible Collateral" means, collectively, Eligible Inventory,
     Eligible Accounts Receivable and Eligible Real Property.

               (d) Section 1.01 is hereby amended by inserting a new definition
of "Eligible Real Property" after the definition of "Eligible Inventory", which
definition shall read in its entirety as follows:

          "Eligible Real Property" means all real property owned by the Borrower
     and its Domestic Subsidiaries which is (i) a retail grocery and restaurant
     supply store or a food and restaurant supply distribution facility, in each
     case of the type and size customarily used and operated by the Borrower or
     any of its Domestic Subsidiaries in the ordinary course of its business as
     of the Closing Date, (ii) owner-occupied, (iii) covered by insurance as
     required by Section 6.01(d), and (iv) located in a region in which the
     Borrower and/or any of its Domestic Subsidiaries conducts business
     materially in the nature of the business conducted by such Person as of the
     Closing Date. The value of such real property shall be the appraised value
     of such real property as determined by Cushman & Wakefield or, if Cushman &
     Wakefield is unable or unwilling to perform the requested services, another
     independent appraiser acceptable to the Administrative Agent, using
     methodology acceptable to the Administrative Agent; provided, however, that
     prior to the earlier of (x) the completion of such appraisals and (y)
     December 1, 2003, the value of such real property shall be the net
     depreciated book value of such property determined in accordance with GAAP
     as reflected on the most recent Borrowing Base Certificate received by the
     Administrative Agent pursuant to Section 4.02(a)(iii) or Section 6.03(a);
     provided, further, that regardless of whether the appraised value or the
     net depreciated book value of the property is used, the value of all
     Eligible Real Property shall in no case exceed $55 million. Notwithstanding
     the foregoing, Eligible Real Property shall not include (A) any real
     property in respect of which a Mortgage creating a valid and perfected
     first

                                       5

<PAGE>

     priority Lien in favor of the Administrative Agent and the Lender Parties
     securing the Secured Obligations has not been recorded or (B) any fixtures
     or equipment or leasehold improvements.

          Section 6. Borrowing Base Covenants.

               (a) Procedure Review. As soon as practicable, but in no event
later than October 31, 2003, the Borrower shall cause Ernst & Young LLP ("E&Y")
or, if E&Y is unable or unwilling to perform the requested services, another
professional services firm selected by the Administrative Agent, to perform and
complete a review of the Borrowing Base (including, without limitation, aging
analysis, valuation, spot field assesment and review of internal procedures for
reserves, collection and tracking of receivables and inventory), using
agreed-upon methodology satisfactory to the Administrative Agent, the results of
which shall be satisfactory to the Administrative Agent. Failure to deliver such
review by October 31, 2003 shall constitute an Event of Default.

               (b) Borrowing Base Certificate. As soon as practicable, but in no
event later than 5 days following the closing of the Sale Transactions, the
Borrower shall deliver to the Administrative Agent a Borrowing Base Certificate
(modified as necessary from the form attached as Exhibit K to the Credit
Agreement to give pro forma effect to the Sale Transactions and the Florida
Sale). Failure to deliver a Borrowing Base Certificate within 5 days following
the closing of the Sale Transactions shall constitute an Event of Default.

          Section 7. Acknowledgment and Agreement. The Administrative Agent and
the Lenders hereby acknowledge and agree that (a) pursuant to the Fifth
Amendment, (i) the Administrative Agent and the Lenders consented to the
License, (ii) the Administrative Agent and the Lenders waived any breach of
Section 6.02(a) of the Credit Agreement and/or Section 4.1(b)(i) of the Security
Agreement that would otherwise result from the License, and (iii) the
Administrative Agent and the Lenders waived any breach of Section 4.1(b)(viii)
of the Pledge Agreement that would otherwise result from the transfer of the
Subsidiaries of Henry Lee Company to American Foodservice Distributors, (b)
proceeds from the sale of Synthetic Lease Properties may be applied as provided
in Section 11.2 of the Synthetic Lease, and (c) the condition precedent
specified in Section 6(a)(iv) of the Fifth Amendment was satisfied
notwithstanding the fact that the amendment, waiver and release documents to the
Synthetic Lease Documents contemplated thereby did not effect any amendment
corresponding to the amendment described in subclause (2) thereof.

          Section 8. Amendments to Synthetic Lease Documents. Upon the execution
of the Synthetic Lease Documents Amendments required under Section 9(a)(iv)
below, the Required Lenders shall, by notice from the Administrative Agent to
the Borrower at any time within 90 days after receipt by the Lenders of the
Synthetic Lease Documents Amendments, be entitled to amend the Credit Agreement
to reflect any changes to the provisions of the Synthetic Lease Documents that
the Required Lenders consider more favorable than the corresponding provisions
in the Credit Agreement.

                                       6

<PAGE>

          Section 9. Conditions Precedent. The effectiveness of this Amendment
is subject to the satisfaction of each of the following conditions precedent:

               (a) The Administrative Agent shall have received all of the
following, in form and substance satisfactory to the Administrative Agent:

                    (i) Amendment Documents. This Amendment and any other
     instrument, document or certificate required by the Administrative Agent to
     be executed or delivered by the Borrower or any other Person in connection
     with this Amendment, duly executed by such Persons (the "Amendment
     Documents");

                    (ii) Copies of Sale Documents. Upon request by the
     Administrative Agent, true and correct copies of the asset purchase
     agreements and any other agreements, documents or instruments executed in
     connection with the Sale Transactions;

                    (iii) Consent of Supermajority Lenders. The written consent
     of the Supermajority Lenders to this Amendment;

                    (iv) Amendment and Waiver connection with Synthetic Lease
     Documents. (A) Copies of the amendment and waiver documents with respect to
     the Synthetic Lease Documents (the "Synthetic Lease Documents Amendments"),
     pursuant to which (1) the asset sale covenant in the Synthetic Lease
     Documents will be amended or waived to permit the Sale Transactions and the
     disposition of the Retained Assets (other than the Dry Grocery Warehouse),
     (2) the Liens on the Sale Assets and, when sold, the Retained Assets (other
     than the Dry Grocery Warehouse) created by the Synthetic Lease Documents
     will be released and (3) any other conforming changes to the Synthetic
     Lease Documents reasonably requested by the Administrative Agent will be
     made and (B) evidence that such amendment, waiver and release documents
     have been executed and are in full force and effect;

                    (v) Diligence Materials. All diligence materials, in form
     and substance satisfactory to the Administrative Agent, requested by the
     Administrative Agent, including, without limitation, (A) a financial
     forecast for the remaining term of the Credit Agreement, (B) a
     comprehensive statement of "sources and uses" for the Sale Transactions,
     the sale of the Florida broadline foodservice business and the Florida
     stores and for post-closing expenses related to the foregoing, and (C) a
     presentation of the owned, mortgaged real estate on a property-by-property
     basis detailing original cost and net book value for the land and
     buildings, exclusive of furnishings, equipment and fixtures; and

                                       7

<PAGE>

                    (vi) Additional Information. Such additional documents,
     instruments and information as the Administrative Agent may reasonably
     request to effect the transactions contemplated hereby.

               (b) Each of the Lenders consenting to this Amendment on or prior
to 5:00 p.m. (PST) on September 12, 2003 shall have received an amendment fee of
0.375% of its Commitment (as reduced pursuant to Section 2.04(b) of the Credit
Agreement after giving effect to the Sale Transactions).

               (c) The Administrative Agent shall have received the Net Cash
Proceeds of the Sale Transactions on the date of receipt thereof by the Borrower
or any of its Subsidiaries.

               (d) The representations and warranties contained herein and in
the Credit Agreement shall be true and correct as of the date hereof as if made
on the date hereof (except for those which by their terms specifically refer to
an earlier date, in which case such representations and warranties shall be true
and correct as of such earlier date).

               (e) All corporate proceedings taken in connection with the
transactions contemplated by this Amendment and all other agreements, documents
and instruments executed and/or delivered pursuant hereto, and all legal matters
incident thereto, shall be satisfactory to the Administrative Agent.

               (f) No Default or Event of Default shall have occurred and be
continuing, after giving effect to this Amendment.

          Section 10. Representations and Warranties. The Borrower hereby
represents and warrants to the Administrative Agent and the Lenders that, as of
the date of and after giving effect to this Amendment, (a) the execution,
delivery and performance of this Amendment and any and all other Amendment
Documents executed and/or delivered in connection herewith have been authorized
by all requisite corporate action on the part of the Borrower and will not
violate the Borrower's certificate of incorporation or bylaws, (b) all
representations and warranties set forth in the Credit Agreement and in any
other Loan Document are true and correct as if made again on and as of such date
(except those, if any, which by their terms specifically relate only to an
earlier date, in which case such representations and warranties are true and
correct as of such earlier date), (c) no Default or Event of Default has
occurred and is continuing, and (d) the Credit Agreement (after giving effect to
this Amendment), and all other Loan Documents are and remain legal, valid,
binding and enforceable obligations in accordance with the terms thereof.

          Section 11. Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Loan Document
shall survive the execution and delivery of this Amendment and the other Loan
Documents, and no investigation by the Administrative Agent or the Lenders, or
any closing, shall affect the representations and warranties or the right of the
Administrative Agent and the Lenders to rely upon them.

                                       8

<PAGE>

          Section 12. Certain Waivers. The Borrower and each Guarantor hereby
agrees that neither the Administrative Agent nor any Lender shall be liable
under a claim of, and hereby waives any claim against the Administrative Agent
and the Lenders based upon, lender liability (including, but not limited to,
liability for breach of the implied covenant of good faith and fair dealing,
fraud, negligence, conversion, misrepresentation, duress, control and
interference, infliction of emotional distress and defamation and breach of
fiduciary duties) as a result of any discussions or actions taken or not taken
by the Administrative Agent or the Lenders on or before the date hereof or the
discussions conducted pursuant hereto, or any course of action taken by the
Administrative Agent or any Lender in response thereto or arising therefrom.
This Section 12 shall survive the execution and delivery of this Amendment and
the other Loan Documents and the termination of the Credit Agreement.

          Section 13. Reference to Agreement. Each of the Loan Documents,
including the Credit Agreement, and any and all other agreements, documents or
instruments now or hereafter executed and/or delivered pursuant to the terms
hereof or pursuant to the terms of the Credit Agreement as amended hereby, are
hereby amended so that any reference in such Loan Documents to the Credit
Agreement, whether direct or indirect, shall mean a reference to the Credit
Agreement as amended hereby.

          Section 14. Costs and Expenses. The Borrower shall pay on demand all
reasonable costs and expenses of the Administrative Agent (including the
reasonable fees, costs and expenses of counsel to the Administrative Agent)
incurred in connection with the preparation, execution and delivery of this
Amendment.

          Section 15. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA.

          Section 16. Execution. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall be
effective as delivery of a manually executed counterpart of this Amendment.

          Section 17. Limited Effect. This Amendment relates only to the
specific matters covered herein, shall not be considered to be a waiver of any
rights any Lender may have under the Credit Agreement (other than as expressly
set forth herein), and shall not be considered to create a course of dealing or
to otherwise obligate any Lender to execute similar amendments or grant any
waivers under the same or similar circumstances in the future.

          Section 18. Ratification By Guarantors. Each of the Guarantors hereby
agrees to this Amendment, and each of the Guarantors acknowledges that such
Guarantor's Guaranty shall remain in full force and effect without modification
thereto.

                                       9

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                        SMART & FINAL INC.,
                                        as Borrower


                                        By: /s/ Richard N. Phegley
                                            ------------------------------------
                                            Name: Richard N. Phegley
                                            Title: Senior Vice President &
                                                   Chief Financial Officer


                                        AMERICAN FOODSERVICE DISTRIBUTORS


                                        By: /s/ Richard N. Phegley
                                            ------------------------------------
                                            Name: Richard N. Phegley
                                            Title: Senior Vice President &
                                                   Chief Financial Officer


                                        SMART & FINAL STORES CORPORATION


                                        By: /s/ Richard N. Phegley
                                            ------------------------------------
                                            Name: Richard N. Phegley
                                            Title: Senior Vice President &
                                                   Chief Financial Officer


                                        SMART & FINAL OREGON, INC.


                                        By: /s/ Richard N. Phegley
                                            ------------------------------------
                                            Name: Richard N. Phegley
                                            Title: Senior Vice President &
                                                   Chief Financial Officer


                                        PORT STOCKTON FOOD DISTRIBUTORS, INC.


                                        By: /s/ Richard N. Phegley
                                            ------------------------------------
                                            Name: Richard N. Phegley
                                            Title: Senior Vice President -
                                                   Finance

<PAGE>

                                        AMERIFOODS TRADING COMPANY


                                        By: /s/ Richard N. Phegley
                                            ------------------------------------
                                            Name: Richard N. Phegley
                                            Title: Senior Vice President &
                                                   Chief Financial Officer


                                        CASINO FROZEN FOODS, INC.


                                        By: /s/ Richard N. Phegley
                                            ------------------------------------
                                            Name: Richard N. Phegley
                                            Title: Senior Vice President &
                                                   Chief Financial Officer


                                        FOODSERVICESPECIALISTS.COM, INC.


                                        By: /s/ Richard N. Phegley
                                            ------------------------------------
                                            Name: Richard N. Phegley
                                            Title: Senior Vice President &
                                                   Chief Financial Officer


                                        OKUN PRODUCE INTERNATIONAL, INC.


                                        By: /s/ Richard N. Phegley
                                            ------------------------------------
                                            Name: Richard N. Phegley
                                            Title: Senior Vice President &
                                                   Chief Financial Officer


                                        HL HOLDING CORPORATION


                                        By: /s/ Richard N. Phegley
                                            ------------------------------------
                                            Name: Richard N. Phegley
                                            Title: Senior Vice President &
                                                   Chief Financial Officer

<PAGE>

                                        BNP PARIBAS,
                                        as Administrative Agent and a Lender


                                        By: /s/ Sean T. Conlon
                                            ------------------------------------
                                            Name: Sean T. Conlon
                                            Title: Managing Director


                                        By: /s/ Tjalling Terpstra
                                            ------------------------------------
                                            Name: Tjalling Terpstra
                                            Title: Director

<PAGE>

                                        HARRIS TRUST & SAVINGS BANK


                                        By: /s/ C. Scott Place
                                            ------------------------------------
                                            Name: C. Scott Place
                                            Title: Vice President

<PAGE>

                                        COOPERATIVE CENTRALE
                                        RAIFFEISEN-BOERENLEENBANK B.A.,
                                        "RABOBANK NEDERLAND", NEW YORK BRANCH


                                        By: /s/ Bradford F. Scott
                                            ------------------------------------
                                            Name: Bradford F. Scott
                                            Title: Executive Director


                                        By: /s/ Ian Reece
                                            ------------------------------------
                                            Name: Ian Reece
                                            Title: Managing Director

<PAGE>

                                        CREDIT INDUSTRIEL ET COMMERCIAL


                                        By: /s/ Eric Dulot
                                            ------------------------------------
                                            Name: Eric Dulot
                                            Title: Vice President


                                        By: /s/ Albert M. Calo
                                            ------------------------------------
                                            Name: Albert M. Calo
                                            Title: Vice President

<PAGE>

                                        COBANK, ACB


                                        By: /s/ S. Richard Dill
                                            ------------------------------------
                                            Name: S. Richard Dill
                                            Title: Vice President

<PAGE>

                                        UNION BANK OF CALIFORNIA, N.A.


                                        By: /s/ Peter Thompson
                                            ------------------------------------
                                            Name: Peter Thompson
                                            Title: Vice President

<PAGE>

                                        U.S. BANK NATIONAL ASSOCIATION


                                        By: /s/ Janet E. Jordan
                                            ------------------------------------
                                            Name: Janet E. Jordan
                                            Title: Vice President

<PAGE>

                                        NATEXIS BANQUE-POPULAIRES


                                        By: /s/ Nicolas Regent
                                            ------------------------------------
                                            Name: Nicolas Regent
                                            Title: Vice President Multinational


                                        By: /s/ Pieter J. van Tulder
                                            ------------------------------------
                                            Name: Pieter J. van Tulder
                                            Title: Vice President And Manager
                                                   Multinational Group

<PAGE>

                                        TRANSAMERICA BUSINESS
                                        CAPITAL CORPORATION


                                        By: /s/ Steve Goetschius
                                            ------------------------------------
                                            Name: Steve Goetschius
                                            Title: Senior Vice President

<PAGE>

                                        CITY NATIONAL BANK


                                        By: /s/ Robert Louk
                                            ------------------------------------
                                            Name: Robert Louk
                                            Title: Vice President

<PAGE>

                                        RZB FINANCE LLC


                                        By: /s/ John A. Valiska
                                            ------------------------------------
                                            Name: John A. Valiska
                                            Title: Group Vice President


                                        By: /s/ Christoph Hoedl
                                            ------------------------------------
                                            Name: Christoph Hoedl
                                            Title: Vice President

<PAGE>

                                        BANK OF THE WEST


                                        By: /s/ Danny Flores
                                            ------------------------------------
                                            Name: Danny Flores
                                            Title: Syndications Officer

<PAGE>

                                        PREFERRED BANK


                                        By: /s/ Walt Duchanin
                                            ------------------------------------
                                            Name: Walt Duchanin
                                            Title: Executive Vice President

<PAGE>

                                        BANK LEUMI USA


                                        By: /s/ Robert Kosof
                                            ------------------------------------
                                            Name: Robert Kosof
                                            Title: Senior Vice President

<PAGE>

                                     ANNEX A
                                   SALE ASSETS

1.   Certain assets of Port Stockton Food Distributors, Inc. including trade
     accounts receivable and inventory, as proposed to be sold in bulk transfers
     to third parties, leased facilities located at: (i) 640 Union Street,
     Stockton, CA; (ii) 721 Union Street, Stockton, CA; and (iii) 729 Union
     Street, Stockton, CA (Craig & Hamilton facilities), and certain tradenames,
     all together comprising the Sysco Corporation transaction for the principal
     Port Stockton business and the Pacific Seafood transaction for the Craig &
     Hamilton meat processing unit.

<PAGE>

                                     ANNEX B
                                 RETAINED ASSETS

1.   Residual collateral interest in one synthetic lease property located at
     4343 East Fremont Street, Stockton, CA.

2.   Residual assets and liabilities of Port Stockton Food Distributors, Inc.,
     including but not limited to vendor accounts receivable, inventory not
     transferred in the bulk sales, fixtures and equipment, other fixed assets,
     residual tradenames, and operating leases (including vehicle fleet leases
     and freezer facility usage agreements). One real property is owned and will
     be held for sale: 2001 East Fremont Street, Stockton, CA (freezer facility
     currently sub-leased to third party). The residual principal leased real
     estate is located at: (i) 2040 East Fremont Street, Stockton, CA; (ii) 1910
     East Miner Avenue, Stockton, CA; and (iii) 1950 East Miner Avenue,
     Stockton, CA.