<PAGE>
 
                                                            [Execution Copy]



                        FIRST AMENDMENT AND RESTATEMENT


                           Dated as of June 20, 1997

                                       TO


                                AGENCY AGREEMENT


                          Dated as of December 15, 1994
<PAGE>
 
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                       Page
<S>                                                                                    <C>
                                  ARTICLE I

                              Defined Terms............................................  1

                                  ARTICLE II

                                 Agency................................................   1

SECTION 2.01    Appointment............................................................   1
SECTION 2.02    Performance of and Payment for the Work................................   2

                                  ARTICLE III

                             Lessor's Advances and Reimbursements......................   2
SECTION 3.01     Lessor's Obligations..................................................   2
SECTION 3.02     Advances of Lessor's Share............................................   3

                                   ARTICLE IV

                              Performance of the Work..................................   3
SECTION 4.01     Scope of Work.........................................................   3
SECTION 4.02     Performance of Work...................................................   4
SECTION 4.03     Permits...............................................................   4
SECTION 4.04     Competent Workforce...................................................   4
SECTION 4.05     Compliance with Legal Requirements....................................   4
SECTION 4.06     Labor.................................................................   4
SECTION 4.07     Books and Records.....................................................   4
SECTION 4.08     Environmental Laws....................................................   5
SECTION 4.09     Inspection Rights.....................................................   5
SECTION 4.10     Completion Date.......................................................   5
SECTION 4.11     Change Orders.........................................................   6
SECTION 4.12     Independent Contractor Status.........................................   6
SECTION 4.13     Removal of Liens......................................................   6
SECTION 4.14     Standard of Work......................................................   6
SECTION 4.15     Notice of Delay.......................................................   7
SECTION 4.16     Warranty of Title.....................................................   7
SECTION 4.17     Lease Agreement.......................................................   7
SECTION 4.18     Conditions of Completion..............................................   7

                                    ARTICLE V

                                  Defaults and Remedies................................   8
SECTION 5.01      Events of Default....................................................   8
</TABLE> 

                                       i
<PAGE>
 
<TABLE> 
<S>                                                                                      <C>   
SECTION 5.02      Remedies.............................................................   8
SECTION 5.03      Costs of Enforcement.................................................   9
SECTION 5.04      Cumulative Remedies..................................................   9

                                  ARTICLE VI

                               Exculpation of Lessor...................................   9

                                   ARTICLE VII

                                   Miscellaneous.......................................   10
SECTION 7.01       Governing Law; Etc..................................................   10
SECTION 7.02       Notices; Modification...............................................   10
SECTION 7.03       Illegal Provision...................................................   10
SECTION 7.04       Binding Effect......................................................   10
SECTION 7.05       Counterparts........................................................   11
SECTION 7.06       Headings............................................................   11
SECTION 7.07       Time of Essence.....................................................   11
</TABLE>

Exhibit A

REQUISITION CERTIFICATE A-1

                                       ii
<PAGE>
 
          FIRST AMENDMENT AND RESTATEMENT, dated as of June 20, 1997, to AGENCY
AGREEMENT (the "Original Agency Agreement"), dated as of December 15, 1994,
between FLEET NATIONAL BANK (as successor to Shawmut Bank Connecticut, National
Association,) a national banking association, not in its individual capacity but
solely as Owner Trustee under the Trust Agreement (the "Lessor") and SMART &
FINAL INC., a Delaware corporation (the "Construction Agent").

          The parties hereto hereby agree that the Original Agency Agreement is
amended and restated to read in its entirety as follows:


                                   ARTICLE I

                                 Defined Terms
                                 -------------

Capitalized terms used herein and not otherwise defined in Article I of this
Agency Agreement shall have the respective meanings set forth in the Definition
Schedule attached as Exhibit A to the Participation Agreement, which Definition
Schedule is hereby made a part hereof for all purposes.


                                   ARTICLE II

                                    Agency
                                    ------

          SECTION 2.01   Appointment.  Solely for the limited purposes
                         -----------  
hereinafter set forth, the Lessor hereby designates the Construction Agent as
its agent, and the Construction Agent hereby accepts such appointment, to
design, acquire, construct, and install the Improvements, in each case in
accordance with the Final Construction Plans for each Leased Premises and
subject to the terms and conditions of this Agency Agreement, to pay for the
Improvement Cost from its own funds, to cause title to the same to be vested in
or otherwise conveyed to the Lessor, and otherwise to perform or cause to be
performed the Work.  The Construction Agent shall have no authority to act for
or on behalf of the Lessor except with respect to the design, acquisition,
construction and installation of the Improvements and the performance of the
Work, and the performance of ministerial functions in connection with and in
furtherance of the foregoing.  The acceptance, or the failure to act where
silence implies such acceptance, by the Construction Agent on behalf of the
Lessor of any property or any contractual obligation with respect to which the
Construction Agent does not have authority to act on behalf of the Lessor as
described in this Agency Agreement shall be ineffective, ab initio, to create
                                                         -- ------
in, or transfer to, the Lessor any legal or beneficial right or interest in such
property or any contractual obligation or to impose on the Lessor any liability,
obligation or responsibility with respect thereto.  The Construction Agent shall
cause any agreement, contract, purchase order, or other writing entered into by
the Construction Agent purporting to be binding upon the Lessor to refer to the
Construction 

                                       1
<PAGE>
 
Agent as agent for the Lessor, and to provide that the Lessor shall
have no obligation for payment of any amount thereunder.  The authority of the
Construction Agent hereunder shall terminate on the earliest to occur of (i)
completion of all of the Work (including all punchlist items) in accordance with
the terms and conditions of this Agency Agreement or (ii) termination of the
Construction Agent's authority pursuant to Section 5.02(a) hereof following
occurrence of an Event of Default. The termination of the Construction Agent's
authority hereunder shall not discharge the Construction Agent or limit in any
way the Construction Agent's liability hereunder with respect to obligations
arising out of this Agency Agreement and the Construction Agent's performance
hereunder, including, without limitation, with respect to the Construction
Agent's indemnification of the Indemnitee pursuant to the Participation
Agreement.

          SECTION 2.02   Performance of and Payment for the Work.    The
                         ---------------------------------------  
Construction Agent shall itself perform or caused to be performed by others the
work in accordance with the provisions of this Agency Agreement including,
without limitation, the provisions of Article IV, and shall cause the
Improvements to be Substantially Complete by the Completion Date.  The
Construction Agent shall pay for the Improvement Cost using its own funds,
subject to reimbursement by the Lessor to the extent provided by Article III
hereof.  If, for any reason, the Improvement Cost exceeds the Lessor's
obligation to reimburse the Construction Agent  pursuant to Article III hereof,
the Construction Agent shall, nonetheless, be bound and required to fulfill its
obligations hereunder and to pay such excess Improvement Cost and all other
costs in connection with the Work, and, under no circumstances shall the
insufficiency of the funds available to the Construction Agent reduce or release
the Construction Agent from any of its obligations hereunder.  The Lessor shall
not be liable to the Construction Agent for failure or delay in any aspect of
the performance of the Work.  Upon delivery, installation, testing or completion
of construction of any aspect of the Work, as appropriate, the Construction
Agent shall inspect such aspect of the Work, and unless the Construction Agent
gives the Lessor and the Agent prompt written notice of any defect in or other
objection to such aspect of the Work, the Construction Agent shall be deemed to
have accepted such aspect of the Work and, as between the Lessor and the
Construction Agent, but without waiving any rights against contractors and
vendors, the Construction Agent shall be deemed to have agreed that such aspect
of the Work is satisfactory to the Construction Agent in all respects and
suitable for its purposes.


                                  ARTICLE III

                      Lessor's Advances and Reimbursements
                      ------------------------------------

          SECTION 3.01   Lessor's Obligations.  Subject to the terms and
                         --------------------  
conditions of the Participation Agreement and of this Agency Agreement,
including satisfaction of the applicable conditions set forth in Article III of
the Participation Agreement, on each quarterly Advance Date, the Lessor paid the
Lessor's Share of the Improvement Cost as of such Advance Date.  Such payments
of the Lessor's Share of the Improvement Cost were funded by the Lessor solely
from the sources specified in 

                                       2
<PAGE>
 
Sections 1.02 and 1.03 of the Participation Agreement. All Advances permitted
under the Transaction Documents have been made. Nothing contained in this Agency
Agreement shall in any way obligate the Lessor to pay any debt or meet any
financial obligation of the Construction Agent under this Agency Agreement or
otherwise with respect to the Work, except from monies actually received by the
Lessor from said sources.

          SECTION 3.02   Advances of Lessor's Share. 
                         ---------------------------   

          (a) Each Advance shall be made on an Advance Date, subject to receipt
by the Lessor and the Agent at least three Business Days prior thereto, of a
completed and executed Requisition Certificate in the form of Exhibit A hereto.

          (b) Each Advance shall be in an amount set forth on the Requisition
Certificate and shall not be in excess of the lesser of (i) Lessor's Share of
Improvement Cost as of such date and (ii) $30,000,000 less the Outstanding
Property Cost as of such date.  The final Advance on account of the Improvements
shall be made on or before the Completion Date; provided, however, if the Lessor
                                                --------
and the Agent have consented to an extension of the Completion Date for a Leased
Premises, then, with the consent of the Lessor and the Agent, which may withhold
such consent for any or no reason, the final Advance may include funds
requisitioned in anticipation of Improvement Cost to be incurred in connection
with final completion of the Work after December 31, 1995.

          (c) The Lessor shall make or cause to be made each Advance by wire
transfer to the account of the Construction Agent and in such manner as the
Construction Agent may designate in writing no later than ten days before the
applicable Advance Date.  Any additional Advance that would otherwise be
required to be made on a day that is not a Business Day shall be made on the
next following Business Day.


                                   ARTICLE IV

                            Performance of the Work
                            -----------------------

          The Construction Agent shall design, acquire, construct, and install
the Improvements on the Leased Premises in accordance with the following:

          SECTION 4.01.  Scope of Work.  The Construction Agent shall design,
                         -------------  
acquire, construct, and install the Improvements and otherwise perform the Work
in accordance with the Final Construction Plans in a good and workman like
manner under the supervision of a licensed architect or engineer.  For each
Leased Premises, the Initial Construction Plans for the Improvements for such
Leased Premises shall be delivered to the Lessor and the Agent prior to the
Closing Date for such Leased Premises and the Final Construction Plans for such
Improvements shall be delivered to the Lessor and the Agent on or prior to the
30th day preceding commencement of construction of such Improvements.

                                       3
<PAGE>
 
          SECTION 4.02   Performance of Work.  The Construction Agent shall be
                         -------------------  
solely responsible for all means, methods and techniques in the performance of
the Work, and shall perform the Work or cause the Work to be performed in
accordance with the provisions of this Article IV.  In furtherance, and not in
limitation of, Sections 9 and 14 of the Lease Agreement, the Construction Agent
shall promptly remedy damage or loss to any property referred to herein caused
in whole or in part by the Construction Agent, any contractor, any
subcontractor, any vendor, or anyone directly or indirectly employed by any of
them, or by anyone for whose acts any of them is liable and, therefore, for
which the Construction Agent is responsible hereunder.

          SECTION 4.03   Permits.  The Construction Agent shall obtain and
                         -------   
pay for any and all permits and bonds required to be obtained before
commencement of the Work and for all other permits, governmental fees, sales
taxes and use taxes, licenses and inspections necessary or, in the opinion of
the Construction Agent, desirable for the proper execution and completion of the
Work as and when the same are required to be obtained, and, upon the request of
the Lessor or the Agent, shall provide evidence thereof.

          SECTION 4.04   Competent Workforce.  The Construction Agent shall
                         -------------------  
employ, or cause its contractor to employ, a competent project manager at all
times during the progress of the Work.  The Construction Agent shall be
responsible to each Indemnitee for, and shall defend and shall hold each
Indemnitee harmless from and against, the acts and omissions of its employees,
contractors and subcontractors, their respective agents and employees and any
other persons performing any of the Work, all in accordance with Section 4.02 of
the Participation Agreement.

          SECTION 4.05   Compliance with Legal Requirements.  The Construction
                         ---------------------------------- 
Agent shall perform the Work in accordance in all material respects with all
applicable laws, rules, regulations and licenses and shall give all notices
applicable thereto, and when completed, all buildings, structures, site
improvements and the like that are part of the Improvements shall be wholly
within applicable building restriction lines and will not violate in any
material respect applicable use or other restrictions, whether established in
prior conveyances, zoning laws, governmental regulations or otherwise.

          SECTION 4.06   Labor.   The Construction Agent and its contractors may
                         ------ 
employ open shop or union labor for performance of the Work.  If the
Construction Agent or any contractor uses union labor, the Construction Agent
shall comply, or cause such contractor to comply with all union contract
requirements, including, without limitation, shop stewards, if required.  In the
event of a stoppage, the Construction Agent shall make, or cause its contractor
to make, every reasonable effort to staff the performance of the Work properly.

          SECTION 4.07   Books and Records.  The Construction Agent shall at
                         -----------------  
all times during the performance of the Work keep and maintain accurate books,

                                       4
<PAGE>
 
records and accounts showing all materials ordered and received and all
disbursements and accounts payable in connection with performance of the Work.

          SECTION 4.08   Environmental Laws.  The work shall be performed in
                         ------------------  
compliance in all material respects with all applicable Environmental Laws and
all necessary environment permits will be obtained and maintained in full force
and effect.

          SECTION 4.09   Inspection Rights.  The Construction Agent shall
                         -----------------  
allow the Agent and the Lessor, (or their authorized agents) to enter each
Leased Premises to inspect the Improvements upon prior written request and
during normal business hours at a time reasonably approved by the Construction
Agent, which request and approval shall not be required in the event of an
emergency or if an Event of Default hereunder or under the Loan Agreement or
Lease Agreement has occurred and is continuing, for the purpose of inspecting
the progress of the Work and examining all books, accounts, plans, drawings and
records with respect thereto.  Such entry and inspection shall be carried out in
a manner that does not unreasonably disrupt the Work.  So long as no Event of
Default has occurred and is continuing hereunder or thereunder, such entry and
inspection shall be made no more frequently than quarterly and at the inspecting
party's expense.  While any Event of Default is continuing hereunder or
thereunder, such entry and inspection may be made from time to time at the
Construction Agent's expense.

          SECTION 4.10   Completion Date.
                         ---------------

          (a) The Construction Agent shall cause the Improvements for such
Leased Premises and all portions of the Work associated therewith to be
Substantially Complete no later than Completion Date for such Improvements.  So
long as no Event of Default or Unmatured Event of Default hereunder or under the
Loan Agreement or Lease Agreement shall have occurred and be continuing, in the
event that the Construction Agent determines that the Improvements for any
Leased Premises will not be Substantially Complete on or before the Completion
Date thereof, upon (i) the written request of the Construction Agent to the
Lessor and the Agent no later than the Completion Date and (ii) the written
consent of the Lessor and the Agent to such request, which consent may be
withheld for any or no reason, then the Completion Date shall be extended for a
period of time so designated by the Lessor and the Agent, but no later than May
31, 1997.

          (b) If (i) the Improvements for any Leased Premises are not
Substantially Complete by the Completion Date thereof, (ii) if the Completion
Certificate and other documents specified in Section 4.18 hereof have not been
delivered for any Leased Premises by the Completion Date or (iii) if the actual
Property Cost for any Leased Premises set forth in the Completion Certificate is
greater than the lesser of (x)  the Estimated Improvement Cost plus the Purchase
Price thereof or (y)  the Appraised Value then, without limitation to Lessor's
rights in Article V, the Lessor may elect to require the Lessee to purchase such
Leased Premises as provided in Section 14(c) of the Lease Agreement.

                                       5
<PAGE>
 
          (c) Within 120 days after the date on which the Improvements are
Substantially Complete, the Construction Agent shall cause to be completed all
punchlist items and other aspects of the Work contemplated by the definition of
"Substantially Complete".

          SECTION 4.11   Change Orders.  Except as otherwise specifically set
                         -------------  
forth herein, without invalidating this Agency Agreement, the Construction Agent
may order changes in the Work within the general scope of this Agency Agreement
consisting of additions, deletions or other revisions that the Construction
Agent deems necessary or desirable that do not adversely affect the soundness,
structural integrity, value, utility, operation or useful life of any
Improvements (any such change, a "Change Order").  All Change Orders shall be
performed under the applicable conditions of this Agency Agreement.  On or
before the Completion Date, the Construction Agent shall deliver to the Lessor
and to the Agent copies of all supplements to, and amendments and modifications
of, the Final Construction Plans reflecting all Change Orders.  No Change Order
shall be deemed to extend the Completion Date or modify the Estimated
Improvement Cost, nor shall the implementation of any Change Order constitute
evidence of any party's consent to such extension, unless the Lessor and the
Construction Agent have expressly agreed that the Completion Date is so extended
pursuant to Section 4.10 hereof.

          SECTION 4.12   Independent Contractor Status.  The Construction
                         -----------------------------  
Agent recognizes that despite its designation as the Lessor's agent hereunder,
it is engaged as an independent contractor hereunder and acknowledges that
Lessor shall not have any responsibility to provide any benefits normally
associated with employee status.  The Construction Agent, in accordance with its
status as an independent contractor, covenants and agrees that it will conduct
itself in a manner consistent with such status, that it will neither hold itself
out as, nor claim to be an officer, director, partner or employee of the Lessor
or the Agent by reason hereof, and that it shall not by reason hereof make any
claim, demand or application to or for any right or privilege applicable to an
officer, director, partner or employee of the Lessor or the Agent.

          SECTION 4.13   Removal of Liens.  If any notices of contract,
                         ---------------- 
statements of claim with respect to unpaid costs for the performance of the work
or mechanics, or materialmen's liens (collectively, "Mechanics' Liens") are
filed against any Leased Premises, or any portion of any thereof, by any vendor
or agent of the Construction Agent or any employee, contractor or subcontractor
with respect to the Work, the Construction Agent agrees to promptly, and in any
event prior to the next Advance Date, to cause such Mechanic's Lien to be
removed or bonded against at its sole cost and expense as of such date.

          SECTION 4.14   Standard of Work.  The Construction Agent warrants to
                         ---------------- 
the Lessor that all materials shall be new (except as otherwise set forth in the
Final Construction Plans) and of good quality and all Work shall be of good and
workmanlike quality, and in conformance with the requirements of the Final
Construction Plans and as set forth in this Agency Agreement.

                                       6
<PAGE>
 
          SECTION 4.15   Notice of Delay.  The Construction Agent shall give
                         ---------------  
the Lessor and the Construction Agent prompt written notice of interruption of
the performance of the Work that may interfere with its ability to complete any
Improvements by the applicable Completion Date.

          SECTION 4.16   Warranty of Title.  The Construction Agent represents
                         -----------------  
and warrants to and covenants with the Lessor that the Lessor has and shall have
good title to the Leased Premises, subject only to the Permitted Liens, and
that, except for the Lessor Liens, the Construction Agent shall warrant and
defend the same to the Lessor against the claims and demands of all Persons.

          SECTION 4.17   Lease Agreement.  The provisions of the Lease
                         ---------------  
Agreement shall be fully applicable to the Construction Agent, as agent
hereunder, and the Construction Agent shall comply with all the terms and
conditions thereof.

          SECTION 4.18   Conditions of Completion.  As a condition precedent
                         ------------------------  
to consideration of the Improvements as being Substantially Complete and as a
condition of satisfaction of the Construction Agent's obligations under Section
4.10(a) hereof, the Construction Agent shall deliver or cause to be delivered to
the Lessor all of the following items which must be satisfactory in form and
substance to the Lessor and the Agent:

          (a) Final lien waivers with respect to the Improvements from any
contractor or subcontractor performing construction or installation services for
any of the Improvements establishing that all work and labor performed and
materials furnished through such date has been paid for in full, or a bond or
other assurance of payment with respect thereto or a certificate as to the non-
existence of any liens as contemplated by the form of Requisition Certificate
attached hereto as Exhibit A;

          (b) All necessary consents, licenses, authorizations and approvals of
municipal or other state or federal governmental authorities having jurisdiction
over the Improvements have been obtained (including without limitation
environmental permits, but, excluding certificates of occupancy which the
Construction Agent has applied for and is diligently prosecuting);

          (c) An officer's certificate (the "Completion Certificate") that the
Improvements are Substantially Complete and no Event of Default hereunder has
occurred and is continuing and setting forth the actual Improvement Cost
thereof; and

          (d) A certificate of a licensed architect or engineer selected by the
Agent, subject to the Construction Agent's reasonable approval (the cost of whom
shall be paid by the Construction Agent), to the effect that the Improvements
are Substantially Complete.

                                       7
<PAGE>
 
                                   ARTICLE V

                             Defaults and Remedies
                             ---------------------

       SECTION 5.01    Events of Default.  Any of the following shall
                       -----------------  
constitute an Event of Default by the Construction Agent under this Agency
Agreement:

       (a) If the Construction Agent defaults in making payment of any sum
payable hereunder and such default continues for five Business Days of such
default;

       (b) If, as of the time when the same shall have been made, any
representation or warranty of the Construction Agent set forth herein or in any
consent, notice, certificate, demand, request or other instrument delivered by
the Construction Agent in connection with or pursuant to this Agency Agreement,
any other Transaction Document to which it is a party or the transactions
contemplated hereby or thereby shall prove to have been incorrect or untrue in
any material respect when made;

       (c) If the Construction Agent fails to cause the Improvements to be
Substantially Complete in accordance with the Final Plans by the Completion Date
for a cost not greater than the Appraised Value, or if the Construction Agent
otherwise fails to satisfy conditions (i), (ii) or (iii) of Section 4.10(b)
hereof; or

       (d) If the Construction Agent shall fail to cause any Mechanic's Lien to
be removed or bonded against in accordance with Section 4.13 hereof, or fail to
maintain the insurance required by Section 4.17 hereof;

       (e) If the Construction Agent defaults in the performance in any other
covenant, agreement, or obligation on the part of the Construction Agent to be
performed under this Agency Agreement, and such default continues for a period
of thirty (30) days after notice thereof; provided, however, that in the case of
                                          --------
a default that can with reasonable diligence be remedied by the Construction
Agent, but not within a period of thirty (30) days, if the Construction Agent
shall promptly commence to remedy the default and thereafter shall prosecute the
cure of such default with reasonable diligence, the period of time after
obtaining such notice of default within which to remedy the default shall be
extended for such period as may be reasonable to remedy the same with all
reasonable diligence, up to a maximum period of 90 days after notice of such
default; and

       (f) An Event of Default, as defined in any of the other Transaction
Documents, by the Construction Agent shall have occurred and be continuing under
any of the Transaction Documents.

       SECTION 5.02    Remedies.  After the occurrence of any Event of Default
                       --------  
hereunder, the Lessor shall have all rights and remedies available at law and in
equity 

                                       8
<PAGE>
 
and without limiting the generality of the foregoing, may elect to
exercise any or all of the following remedies which shall be cumulative and not
exclusive:

       (a) Terminate the Construction Agent's authority and all of the
Construction Agent's rights and privileges under this Agency Agreement;

       (b) Exercise all rights and remedies of the Lessor under any or all of
the Transaction Documents;

       (c) Demand immediate payment of all sums due hereunder together with
interest thereon at the Late Payment Rate until paid;

       (d) Specifically enforce the Construction Agent's obligations pursuant to
Article IV hereof;

       (e) Recover from the Construction Agent all other damages and expenses
that the Lessor may have sustained by reason of the Event of Default, including,
without limitation, reasonable attorneys' fees and expenses, which damages and
expenses shall be paid by the Construction Agent as they are incurred by the
Lessor, together with interest thereon at the Late Payment Rate until paid.

       SECTION 5.03    Costs of Enforcement.  If an action shall be brought by
                       --------------------  
the Lessor for the enforcement of any provision of this Agency Agreement, the
Construction Agent shall pay to the Lessor all costs and other expenses that may
become payable as a result thereof, including, without limitation, reasonable
attorneys' fees and expenses.

       SECTION 5.04    Cumulative Remedies.  No right or remedy herein
                       -------------------  
conferred upon or reserved to the Lessor is intended to be exclusive of any
other right or remedy and every right and remedy shall be cumulative and in
addition to any other legal or equitable right or remedy given hereunder, or at
any time existing.  The failure of the Lessor to insist upon the strict
performance of any provision or to exercise any option, right, power or remedy
contained in this Agency Agreement shall not be construed as a waiver or a
relinquishment thereof for the future.


                                   ARTICLE VI

                             Exculpation of Lessor
                             ---------------------

       Anything in this Agency Agreement to the contrary notwithstanding, except
with respect to the Lessor Liens attributable to the Lessor and the Lessor's
gross negligence, willful misconduct or fraud, no recourse or relief shall be
had under any rule of law or equity, statute or constitution, or by enforcement
of any assessments, penalties, damages, judgments, or otherwise, for liability
arising from this or the other Transaction Documents (whether by breach of any
obligation, monetary or nonmonetary on the part 

                                       9
<PAGE>
 
of the Lessor) against the Lessor personally or against any officer, member,
director, or representative of the Lessor, including any predecessor or
successor of the Lessor, it being expressly understood and agreed that any
liability or obligation of the Lessor under this Agency Agreement is chargeable
to and compensable solely and exclusively from the Lessor's interest, if any, in
and to the Leased Premises, and any funds or proceeds (including rights to funds
and proceeds) in possession of the Lessor in any manner derived from the
Lessor's rights or interests under the Transaction Documents, and any claim of
liability other than the foregoing is hereby expressly waived by the
Construction Agent and by any Person claiming by, through or under the
Construction Agent.


                                  ARTICLE VII

                                 Miscellaneous
                                 -------------

       SECTION 7.01     Governing Law; Etc.   The provisions of  Section 6.06 of
                        ------------------- 
the Participation Agreement are hereby incorporated herein by reference.

       SECTION 7.02    Notices; Modification.
                       ----------------------

       (a) Any notices required or permitted hereunder or under any Transaction
Document, or by Law in respect of any Transaction Document, shall be in writing
and shall be deemed given and effective when personally delivered, or if sent by
registered or certified mail, four Business Days after date of delivery to the
post office, or if sent by overnight delivery (express mail or overnight
courier), when received, or if sent by telex or telecopy, upon receipt, in each
case addressed to the Person required to receive the same at the address stated
on the signature pages of the Participation Agreement or in accordance with the
last unrevoked written direction from such Person to the other parties hereto.

       (b) The terms of this Agency Agreement shall not be waived, altered,
modified, amended, supplemented, or terminated in any manner whatsoever except
by written instrument signed by the parties hereto.

       SECTION 7.03    Illegal Provision.  If any provision herein contained
                       -----------------  
shall be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof, and this Agency Agreement shall be construed as if such invalid, illegal
or unenforceable provision had never been contained herein.

       SECTION 7.04    Binding Effect.  The covenants, conditions and
                       -------------- 
agreements herein contained shall bind, and the benefits and advantages shall
inure to, the respective heirs, executors, administrators, successors and
assigns of the parties hereto.  With respect to provisions of the provisions in
this Agency Agreement that by their terms are expressly for the benefit of any
of the Indemnified Parties, such Persons shall be third party beneficiaries of
this Agency Agreement and shall be entitled to 

                                       10
<PAGE>
 
enforce such provisions. Pursuant to the Mortgage and Assignment Agreements, the
Agent, for the benefit of the Lenders and the Equity Participant shall have the
right to and enforce any right or remedy available to the Lessor hereunder or
under any other Transaction Document (without the need for any further written
assignment). Whenever used, the singular shall include the plural, the plural
include the singular and the use of any gender shall include all genders.

       SECTION 7.05    Counterparts.  This Agency Agreement may be executed in
                       ------------  
any number of counterparts, each of which shall be deemed to be an original but
all of which shall constitute one and the same instrument.

       SECTION 7.06    Headings.  The headings to the various sections of this
                       -------- 
Agency Agreement have been inserted for the convenience of reference only and
shall not limit or otherwise affect any of the terms hereof.

       SECTION 7.07    Time of Essence.  Time is of the essence of this Agency
                       ---------------  
Agreement.

                                       11
<PAGE>
 
  IN WITNESS WHEREOF, the undersigned set their hands under seal as of the day
and year first above written.

                       FLEET NATIONAL BANK
                        Not in its individual capacity but
                        solely as Owner Trustee under the Trust Agreement
 

                       By: /s/ E.C. Hammer
                           ---------------
                       Name:  Elizabeth C. Hammer
                       Title:   Vice President

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<PAGE>
 
                       SMART & FINAL INC.



                       By:  /s/ Donald G. Alvarado
                            ----------------------
                       Name: Donald G. Alvarado
                       Title:   Sr. V.P., Law/Development

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<PAGE>
 
                                   Exhibit A

                            REQUISITION CERTIFICATE



As of the date of this First Amendment and Restatement to the Agency Agreement,
all Advances have been fully funded. Accordingly, the form of the Requisition
Certificate attached to the Original Agency Agreement is incorporated herein by
reference.

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