Supply Agreement dated 5/16/03



 EXHIBIT 10.26 
  
 SUPPLY AGREEMENT 
  
 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”). 
  
 RECITALS 
  
 A. In May 1998, Smart & Final Inc. (“SFI”) and United Grocers, Inc. (“United Grocers”) entered into an asset purchase agreement
pursuant to which, among other things, SFI acquired certain stores and assets from United Grocers. In connection therewith, SFI and United Grocers also entered into a supply agreement (the “Original Supply Agreement”) dated as of May 15,
1998, pursuant to which United Grocers supplied various food products, dry goods and support services to SFI. Supplier, as the successor to United Grocers, has assumed and performed all of the obligations and duties, and obtained all of the
benefits, of United Grocers under the Original Supply Agreement. 
  
 B. The Original Supply Agreement expires by its terms on May 15, 2003, and Company and Supplier now desire to enter into a new supply agreement pursuant to which Supplier will continue to supply various food products, dry goods and support
services to Company at certain of Company’s existing and future properties (the “Properties”) located in Northern California, Idaho, Oregon and Washington (the “Market Area”). The Company’s Properties that are subject
to this Agreement are listed on Exhibit “A” attached hereto, as the same may from time to time be amended. 
  
 NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants set forth below, the parties agree as follows: 
  
 AGREEMENT 
  
 1. Products. Company will continue to use Supplier as its primary
supplier of products (“Products”) for the Properties located in the Market Area; provided, however, that nothing herein shall prohibit Company from utilizing other suppliers for Properties located in Northern California or in locations
outside the Market Area. Any new stores opened by Company in the Market Area shall automatically be added to Exhibit ”A” and become subject to this Agreement. Regardless of the number of Properties operated by Company in the Market Area,
the Company shall purchase from Supplier at least $** per each twelve (12) month period during the term of this Agreement, of which the greater of $**, or ** percent (**%), will be total meat purchases, and the greater of $**, or ** percent
(**%), will be total produce purchases (the “Minimum Purchase Requirements”). Whether the Company is satisfying the Minimum Purchase Requirements shall be measured quarterly on a rolling four (4) quarters basis. Products purchased by
Company shall be classified and attributed to categories in a fashion consistent with the custom and practices currently utilized by the Parties during the Original Supply Agreement. Company shall place orders for Products with Supplier by on-line
transmission, according to existing schedules and protocols. 
  

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 2. Service Levels. 
  
 a. Supplier agrees that, during the term of this Agreement, the targeted Service Level for Ad Items ordered by Company
hereunder will be maintained at one hundred percent (100%) and, for all other merchandise currently supplied by Supplier, at ninety-seven and one-half percent (97.5%) (herein the “Service Levels”). The average of these amounts shall be the
“Required Service Level.” 
  
 b. Supplier will provide
Company, throughout the term of this Agreement, a weekly Service Level Reconciliation Report showing, with respect to all orders processed during that week, (a) the aggregate dollar amount, calculated by reference to “Supplier’s Defined
Cost” for such Products determined in accordance with Exhibit “B” attached hereto, of the various orders of Product submitted by Company to Supplier during that week (the “Gross Order Amount”), (b) the total dollar
amount (based upon “Supplier’s Defined Cost” as of the date of the corresponding orders) of all Products, during the agreed-upon pick-up or delivery windows, available for pick-up or delivery pursuant to orders submitted during that
week (the “Actual Delivered Amount”), and (c) the total dollar amount reflected in the Gross Order Amount attributable to Products that have been discontinued, that were unauthorized, or that were unavailable or out-of-stock (including
“vendor’s scratches,” vendor out-of-stock and vendor out-of-pack) (the “Order Reduction Amount”). As used herein, the “Service Level” for a given period shall be calculated as the relationship of (i) the Actual
Delivered Amount to (ii) the Gross Ordered Amount less the Order Reduction Amount (which resulting difference is herein referred to as the “Net Ordered Amount”). 
  
 c. In the event the Service Level calculated for any consecutive thirteen (13) week period within four (4) consecutive
calendar quarters during the term hereof falls below the Required Service Level but remains above ninety three percent (93%) (a “Minor Service Level Breach”), then without prejudice to any other rights or remedies available to Company,
Supplier shall pay to Company a penalty equal to four percent (4%) of Supplier’s Defined Cost of the Products constituting the Minor Service Level Breach shortfall as provided in Section 19 below. 
  
 d. In the event that the Service Level, calculated for any thirteen (13) week
period within four (4) consecutive calendar quarters during the term hereof, falls below ninety three percent (93%) (a “Major Service Level Breach”), then without prejudice to any other rights or remedies available to Company, Company at
its option, may inform Supplier of Company’s intent to seek an alternative source of supply for Products and may, without prejudice to any other rights or remedies available to Company, and upon no less than thirty (30) days prior written
notice to Supplier, terminate this Agreement; provided however, in the event that Company fails to give notice of its intent to terminate this Agreement within ninety (90) days after Company has notified Supplier that it believes a Major Service
Level Breach has occurred, then Company’s right to terminate for such Major Service Level Breach will be deemed waived. Supplier shall provide Company with a copy of its Service Level Reconciliation Report each week promptly following the date
that it has data available to prepare such report in the ordinary course of business, and also will provide Company with copies of its monthly, quarterly and annual compilations of the Service Level Reconciliation Reports promptly following the
dates that it has the data available to prepare such reports in the ordinary course of business. 
  

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 e. Notwithstanding the foregoing provisions, Supplier will not be in breach hereof, and no Major or Minor
Service Level Breach will be deemed to have occurred, if Supplier’s failure to maintain the requisite Service Level as provided herein is a result of (A) a material default by Company under this Agreement, (B) picketing or other labor disputes
other than an Extended Labor Dispute as provided in Section 2.f., below, (C) an event of force majeure as described in Section 16 below, or (D) failure by Company to provide Supplier on a timely basis, as appropriate, the Ad/Display Requirements
and/or the New Product Projections as contemplated by this Agreement. In the event Company purchases Products from sources other than Supplier because of Supplier’s inability to provide Products because of a labor dispute at supplier’s
facilities, then such purchases shall be considered purchases by Company for purposes of satisfying Company’s minimum purchase requirements as set forth in section 1 of this Agreement. 
  
 f. Notwithstanding Section 2.e. above, in the event there exists picketing or
other forms of labor dispute at Supplier’s facility or facilities that causes Supplier to be unable to achieve a ninety-three percent (93%) Service Level during any measurement period, and such condition shall continue for a period in excess of
thirty (30) days, then Company may provide written notice to Supplier of Company’s intent to terminate this Agreement. Company shall have the right to terminate this Agreement thirty (30) days after delivery of the notice, provided that the
right to terminate pursuant to this Section shall not be effective if (i) the Extended Labor Dispute ceases within such notice period or (ii) Supplier is able to restore and maintain a ninety-three percent (93%) Service Level within the notice
period. 
  
 g. Each Party agrees to notify the other party
promptly if it disputes the action of the other Party with respect to an actual or alleged Major or Minor Service Level Breach. The parties agree to use their best efforts to resolve any disputes through good faith negotiation within fifteen (15)
days of such notice. If any such dispute is not so resolved within said fifteen (15) day period, the parties shall submit the dispute to binding arbitration as provided in Section 28. Notwithstanding the foregoing, Supplier agrees that, during the
period following notice of a termination because of a Major Service Level Breach until the termination date, it will continue to service Company’s special order requirements at current levels of service. Supplier also shall continue to order,
and Supplier shall continue to warehouse, all Products including, but not limited to, retail dry grocery, produce, fresh and smoked meats, deli and frozen meats and foods, on such basis as Supplier, in its discretion, determines is reasonably
necessary to satisfy its obligations hereunder. 
  
 3.
Pricing/Service Fee/Transportation. 
  
 a. Supplier’s
invoice prices shall reflect “Supplier’s Defined Cost” for Products as of the date of invoice as determined in accordance with Exhibit ”B” attached hereto. 
  
 b. Company shall pay Supplier a service fee (“Service Fee”) equal to an applicable percentage for all orders
invoiced during each week. The applicable percentage shall be based upon purchase levels during the applicable period, as set forth in the Service Fee Schedule attached hereto as Exhibit “C.” The applicable Service Fee percentage
shall be recalculated on a quarterly basis starting with the quarter ending June 30, 2003, and shall apply to the next quarter based upon the actual purchases in the immediately preceding four (4) 
  

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 quarters. Within ten (10) days after the end of each quarter, or sooner if the data is available to determine the
appropriate Service Fee, Supplier shall notify Company of the applicable Service Fee to be in effect for the then current quarter. During the period from May 16, 2003 through June 30, 2003, the Service Fee will be determined based upon the rolling
twelve (12) month volume of orders during the period ended March 31, 2003. Company shall pay the applicable Service Fee to Supplier in accordance with the payment terms described in Section 9. The Service Fee shall not include any charges for
transportation activities. 
  
 c. Supplier shall invoice Company
separately for all transportation services provided by Supplier to Company during the term of this Agreement. Supplier shall charge Company for transportation services provided to Company at a rate equal to the lowest published rate including fuel
surcharges, if any, Supplier makes available to its other customers from its Milwaukie, Oregon distribution center. The parties agree that Company shall be responsible for all deliveries to all Properties in the State of Washington. Notwithstanding
the foregoing, Company shall have the option to utilize third party carriers for any and all deliveries, and in such event, at the request of Company, Supplier shall manage the services of such third party carriers in a manner which ensures the
efficient and effective utilization of such third party carriers at no additional cost to Company. 
  
 d. During the term of this Agreement, Supplier shall pay to Company an annual transportation allowance for shipments to Company’s District
17/Northern California marketing region. Such transportation allowance shall be calculated in monthly installments of $**, shall be paid quarterly, and shall not exceed $** in any contract year. Such transportation allowance shall not be due if and
when Company ceases utilizing Supplier’s transportation services to Company’s District 17/Northern California marketing region or shall be proportionately reduced if utilization of Supplier’s transportation services is reduced below
the services provided as of March 31, 2003. 
  
 4.
Services. Supplier shall continue to provide to Company all of the services listed on Exhibit “D” attached hereto for the amounts set forth therein (the “Optional Services”), and shall continue to provide other
services provided as of the expiration date of the Original Supply Agreement without reduction in level of service for no additional cost to Company. Supplier shall have the option to provide the Optional Services with its own employees or by third
parties. The parties acknowledge that no payments shall be due with respect to any of the Optional Services not utilized by Company. Supplier agrees to coordinate all of the services provided to Company and to use reasonable efforts to adjust or
revise such services to conform to Company’s reporting and accounting cycles, customs, practices, controls and policies. As soon as reasonably practicable after execution of this Agreement, Company and Supplier will meet to determine what, if
any, changes to information systems are necessary to improve the reporting and operational information provided Company, and the cost of same. The parties will share the mutually agreed cost of such common information systems project designed to
improve the parties mutual systems, and will commence work on such project at the earliest mutually convenient time. To the extent that Company requests any new or additional services or any conforming adjustments or revisions beyond either those
historic levels of service or the currently existing levels (herein, a “Supplementary Service”), then the parties shall negotiate in good faith and first agree on the amount of consideration to be paid to Supplier to provide such
Supplementary Service. If the parties, despite their best efforts and good faith 
  

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 negotiation, are unable to agree upon the amount of consideration to be paid for the Supplementary Service, then the
parties will attempt to resolve the matter by a formal non-binding mediation with an independent neutral mediator selected to by the parties. If following such mediation, the parties remain unable to agree upon the consideration to be paid for the
Supplementary Service, then Supplier shall have no obligation to provide the Supplementary Service, and Company shall be free to contract with such third party or parties as Company, in its discretion, may determine to provide same; provided,
however, that if Company engages a third party to provide such Supplementary Service, and, by either convenience or necessity, such third party complementarily thereto provides services that comprise part of the services, then and to the extent of
Supplier’s resulting avoided costs in providing the services other than the Optional Services (but only if such avoided costs in each instance exceed $10,000), Company shall receive an appropriate credit against amounts otherwise payable to
Supplier hereunder in an amount of Supplier’s cost in providing the service. It is agreed that Company will be the sole and exclusive employer of employees at the Properties (“Company Employees”) and that by providing human resource
services to Company, Supplier will not become an employer or a joint employer of any Company Employee. Nothing in this Agreement is intended to create a “joint employer” relationship between Company and Supplier. During the term of this
Agreement, representatives of Supplier shall meet quarterly with representatives of Company to ensure coordination of the services provided by Supplier to Company pursuant to the terms of this Agreement. In addition, Company shall have the right at
Company’s expense and upon reasonable notice to audit Supplier’s books and records for the purpose of verifying costs and payment hereunder and Supplier shall provide Company and its representatives with access to such of Supplier’s
systems, data, accounts, procedures, controls and personnel, and shall provide copies of such of Supplier’s reports, agreements, statements and other documents generated by, prepared for, or delivered to Supplier in connection with the Products
and services provided by Supplier to Company under this Agreement for the limited and exclusive purpose of verifying amounts payable under Sections 3 and 4. 
  
 5. Delivery. Supplier will deliver Products in accordance with the Delivery Schedule in effect on the date hereof and attached hereto as Exhibit
“E,” as amended from time to time. In addition, from and after the date hereof, Company and Supplier will confer and agree to delivery time windows consistent with those used in calculating the Service Levels. Such delivery time
windows and delivery frequencies shall be established to accommodate, to the maximum extent possible, both the ongoing need of Supplier to maximize operating/distribution efficiencies and Company’s on-going desire to maintain optimal
operations, with due consideration to the special requirements with respect to delivery of fresh produce and delivery to small sales volume stores. To the extent consistent with these parameters, the parties will endeavor to establish delivery
schedules as will enable Supplier, to the maximum extent practicable, to deliver Products on the basis of full truck, combination loads. So long as Supplier receives reasonably sufficient lead time from the time that Company submits its order,
Company reserves the right to cancel all or a portion of Products that are not delivered on the date or to the delivery location specified in the order. Any detention, storage, or delayed transportation charges levied against Company by reason of
the actions or omissions of Supplier, its agents, employees, subcontractors or carriers (other than such actions or omissions taken at the direction or with the approval or acquiescence of Company, or actions or omissions caused in whole or in part
by an event of force majeure) shall at Company’s option be billed back to Supplier. Additional deliveries requested or created through actions or omission of Company, its agents, 
  

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 employees or subcontractors shall create additional charges equal to the rates used in the calculation of freight for
Company merchandise. Supplier agrees to remain liable for all damaged or non-conforming Products in accordance with normal return and credit policies practiced by Supplier. Delivery at new stores opened over the term of this Agreement will be at
schedules that are consistent with those historically provided for existing stores. 
  
 6. Title and Risk of Loss. Title to the Products shall remain with Supplier until Supplier’s tender of delivery thereof at Company’s designated delivery location of the Products. Risk of loss shall
pass to Company upon tender of delivery at Company’s designated delivery location. Notwithstanding the foregoing, if Company (or Supplier acting as Company’s agent) engages a third party carrier to transport Products, title and risk of
loss shall pass to Company upon delivery of the Products to Company’s carrier. 
  
 7. Term. The term of this Agreement shall become effective upon signature by both parties and shall continue in effect until November 30, 2005. The terms and conditions of this Agreement shall become effective
on May 18, 2003; until then all terms and conditions of the Original Supply Agreement shall remain in force and effect. Provided that Company is not then in default under this Agreement, Company shall have two (2) successive one-year options to
extend the term of this Agreement upon the same terms and conditions set forth herein, except that Service Fees shall increase by 25 basis points during the first option period, and shall increase by an additional 25 basis points during the second
option period. To be effective, each option must be exercised by written notice to Supplier at least six (6) months prior to the expiration of the initial term or the extended term, as applicable. The first extended term shall commence on December
1, 2005 and continue until November 30, 2006, and the second extended term shall commence on December 1, 2006 and continue to November 30, 2007. 
  
 8. Authority. The relationship created between the parties by this Agreement is solely that of seller of products and provider of services and
buyer of products and recipient of services, respectively. 
  
 9.
Payment Terms. Supplier shall deliver invoices to Company promptly upon each shipment of Products F.O.B. Supplier’s point of distribution, on Supplier’s standard invoices. Company shall pay for Products purchased pursuant to this
Agreement by electronic funds transfer within ten (10) days after delivery pursuant to the methodology and procedures in place as of the expiration date of the Original Supply Agreement. Company shall have the right to collect all applicable vendor
allowances and rebates directly from its vendors without adjustment by Supplier, provided that Supplier, solely at the direction of Company, shall be entitled to offset all vendor allowances owed to Company against vendor invoices, or, at
Company’s option exercised with seven (7) days notice to Supplier, may pay such sums to Company and collect the amounts directly from vendors. In the event Supplier prepays items to or for the benefit of Company, Company will indemnify Supplier
against nonpayment by such vendors unless Supplier’s actions are the cause of such nonpayment by the vendor. Upon ten (10) days prior notice to Supplier, Company may set off against any amounts owing under any invoices the amount of any unpaid
liquidated damages then due under Section 18 below; during said ten (10) day period, Company shall confer with Supplier to discuss the proposed set-off, the basis for same, and Company and Supplier shall endeavor during that ten (10) day period to
resolve any differences with respect thereto. 
  

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 10. Insurance. Supplier shall maintain or cause to be maintained a policy of comprehensive general
liability insurance (including a broad form of vendor’s endorsement) naming Company as an additional insured and additional loss payee for personal injury and property damage coverage, with limits of liability of not less than a combined single
limit of Three Million Dollars ($3,000,000). In addition, Supplier shall (if transporting shipments from Company’s warehouses or distribution centers), maintain automobile liability insurance, including non-owned and hired, with limits of not
less than that required, above, for commercial general public liability coverage and shall maintain a policy of statutory workers’ compensation insurance on its agents, employees and contractors who enter upon Company’s premises in
accordance with the laws of the states in which such premises are located. All insurance required shall be underwritten by a duly licensed, financially responsible insurance carrier with a Best’s rating of not less than “B+” and shall
be evidenced by Certificates of Insurance naming Company as an additional insured and additional loss payee, which Supplier shall promptly provide to Company confirming that the insurance required has been obtained and is in full force and effect,
and requiring that Company be given at least thirty (30) days notice prior to any cancellation. Anything herein to the contrary notwithstanding, Supplier may provide the insurance coverages required pursuant to this Section from any insurance
company affiliated with the Supplier with the written consent of Company, such consent not to be unreasonably withheld. 
  
 11. Indemnity. Each party (the “indemnitor”) agrees fully and forever to indemnify, defend and hold harmless the other party (the
“indemnitee”) from and against any and all claims, demands, damages, losses, liabilities, actions, causes of actions, suits, judgments, costs and expenses (including litigation costs and reasonable attorneys’ fees) arising out of,
relating to, or connected with, (i) any act or omission of the indemnitor taken (or omitted) in connection with indemnitor’s performance under this Agreement, (ii) any breach of any covenant or obligation on the part of indemnitor to be paid,
performed or observed hereunder, or (iii) any breach of any warranty or representation made or given by indemnitor hereunder. Nothing in the preceding sentences gives Company any right or claim against Supplier arising out of, relating to, or
connected with Supplier’s performance or failure to perform any human resource administrative service or any human resource Supplementary Service at the direction of the Company under Section 4 above. In addition, Company shall similarly
indemnify, defend and hold Supplier harmless from and against any demand, claim, suit, action, loss, damage, liability, judgment, costs and expenses (including litigation costs and reasonable attorneys’ fees) arising out of, relating to, or
connected with Supplier’s performance or failure to perform any Basic Service or Supplementary Service. Nothing herein is in any way intended to abrogate or otherwise affect any right of Company to seek indemnity from Supplier for any product
liability with respect to Products sold by Supplier to Company, whether such right arises at common law, by statute or otherwise. 
  
 12. Compliance. Supplier warrants only that the Products, when tendered for delivery, will conform to such quantity and other specifications as may
be set forth on the corresponding order submitted by Company, and that such Products are merchantable, as such term is used and understood under the Oregon Uniform Commercial Code (ORS 72.3140) and similar statutes in other states where Products
will be sold. In addition, Supplier shall assign to Company, to the extent assignable, all warranty rights Supplier may have from any vendor and/or manufacturer with respect to any Products sold to Company hereunder. In all other 
  

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 respects, as to the Products sold or to be sold hereunder, SUPPLIER MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY
KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. 
  
 13. Office Space. Supplier has agreed and shall provide Company during the term of this Agreement with the previously negotiated new office space
in Supplier’s Portland facility. In the event that Company requires additional space in the future, it will be provided if such space is reasonably available, provided that the cost of any tenant improvements shall be borne by Company. In
connection with the rental of such space, Company shall bear responsibility for all telephone costs, and Supplier shall bear responsibility for all electricity or other non-telephone utility charges attributable to such office space. In occupying
such office space, Company shall comply with all applicable laws (including, without limitation, employment laws and laws governing the procurement of worker’s compensation insurance with respect to those of Company’s employees who will be
working in and/or occupying such office space), and shall maintain such types and levels insurance as is consistent with sound business practice. 
  
 14. Distribution Center. During the term of this Agreement, Supplier shall continue to provide warehouse slots for shipping and delivery of
Products purchased pursuant to the terms of this Agreement at Supplier’s distribution center located at 6433 S.E. Lake Road, in Milwaukie, Oregon. Supplier will provide the following minimum slots based upon the terms of this Agreement:

  

	 Types

	  	Current

	  	Future Needs


	 Grocery/Repack
	  	1,300	  	1,600
	 Frozen Meat
	  	300	  	350
	 Frozen Food
	  	400	  	500
	 Deli Meat/Cheese/Dairy
	  	375	  	450
	 Produce
	  	103	  	150
	 Fresh Meat
	  	22	  	35
	 Total:
	  	2,500	  	3,085

  
 Company and Supplier will meet as soon
as is reasonably practicable to achieve mutually satisfactory timing for future slot needs, and to adopt a reasonable policy for removing discontinued items. Supplier agrees to provide additional warehouse slots for shipping and delivery of Products
purchased pursuant to the terms of this Agreement in numbers and at charges to be agreed upon by Supplier and Company. 
  
 Notwithstanding the foregoing, Supplier, in its sole discretion, may elect to provide the warehouse services contemplated by this Agreement at facilities other than the
Milwaukie facility referenced above. In the event Supplier relocates any or all of its distribution activities, there shall be no diminution in the level or extent of services contemplated by this Agreement. In addition, in the event of a
relocation, Supplier shall charge Company transportation fees as though Supplier continued to maintain a facility in Milwaukie, and will hold Company harmless from any increase in third party transportation fees occasioned by such relocation.

  

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 15. Reporting. During the term of this Agreement, Company shall continue to have access to all of
Supplier’s information and systems as currently in effect, and Supplier shall timely provide Company with copies of all reports required by this Agreement and described in Exhibit ”F” attached hereto. In addition,
Supplier’s accounting group will meet monthly with designated Company representatives to review monthly financial statements and to provide to and review with Company copies of all financial reports now or hereafter made available to third
parties, including shareholders and lenders. Company shall receive all such reports subject to the confidentiality provisions of Section 31 below. 
  
 16. Force Majeure. Neither party shall be deemed to be in default hereunder (except in respect of payment obligations) by reason of its delay in
performance of, or failure to perform, any of its obligations hereunder if such delay or failure is caused by strikes or other labor disturbances, riots or other civil disturbances, fire, accident, flood, interference by civil or military
authorities, shortages of labor, raw material, power, fuel, water, means of containers or transportation facilities or common lack of other necessities, plant or traffic disturbances, delays in transportation, failure of suppliers, compliance with
any law, rule, regulation or governmental order that (x) becomes effective after the date hereof and (y) is binding on the party whose performance is affected thereby, and compliance therewith by such party is not voluntary or optional, the
establishment by producers or manufacturers of Products of allocations or restrictions on quantities of Products available to a party (in which case performance will be excused only to the extent of amounts in excess of the other party’s fair
allocable share); and/or any other circumstances beyond its reasonable control. If deliveries are delayed for more than three (3) days due to any of these circumstances, then either party shall be free to cancel the undelivered portion of any order
in question without incurring any liability towards the other party. 
  
 17. Default; Termination. 
  
 a. Supplier shall be
in default under this Agreement if any of the following events (“Events of Default”) shall occur: 
  
 i. If Supplier breaches any material provision or condition of this Agreement; 
  
 ii. The filing of a petition by or against Supplier (1) in
any bankruptcy or other insolvency proceeding; (2) seeking any relief under any state or federal debtor relief law; (3) for the appointment of a liquidator or receiver for all or substantially all of Supplier’s property, or (4) for the
reorganization or modification of Supplier’s capital structure; however, if such a petition is filed against Supplier, then such filing shall not be an Event of Default unless Supplier fails to have the proceedings initiated by such petition
dismissed within ninety (90) days after the filing thereof; 
  
 iii. If Supplier defaults under any loan agreement with its lenders, and such default remains uncured for sixty (60) days; or 
  

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 iv. If vendors representing ten percent (10%) or more of Company’s purchasing volume
refuse to supply Supplier for any reason. 
  
 If an Event of Default occurs and is
not cured by Supplier within thirty (30) days after receipt of written notice from Company to cure such breach, then, in addition to any other right or remedy Company may have under this Agreement, Company shall have the right to terminate this
Agreement. 
  
 b. Company shall be in default (a “Company
Event of Default”) if Company breaches any material provision or condition of this Agreement. If a Company Event of Default occurs and is not cured by Company within thirty (30) days after receipt of written notice from Supplier, then in
addition to any other right or remedy which Supplier may have under this Agreement, Supplier shall have the right to terminate this Agreement. In the event Company shall be in default of a payment due Supplier, and such payment default is not the
result of a good faith dispute between Company and Supplier and Company has deposited the disputed amount in an escrow pending resolution of the dispute in the manner set forth in this Agreement, then Supplier shall be under no obligation to supply
Products or services for so long as the payment default remains uncured and/or the dispute remains unresolved. 
  
 c. Notwithstanding paragraphs (a) and (b) above, in the event of termination of this Agreement prior to the end of the stated term, either party (so long
as such party is not then in default under this Agreement as described in this Section 17) may require the other party to continue to honor the terms of this Agreement for up to six (6) additional months to allow Company and Supplier to effect an
efficient transition. 
  
 d. Upon the expiration or termination of
this Agreement, Company shall at its own cost (i) promptly return to Supplier all advertising material and all other information received from Supplier, (ii) promptly cease to engage in advertising or promotional activities concerning the Products,
and (iii) promptly cease to represent, in any manner, that Company has been designated by Supplier to sell or promote the Products. 
  
 e. Upon the expiration or termination of this Agreement for any reason, Company agrees to purchase all remaining Unique Inventory then in date and in the
hands of Supplier at Supplier’s Defined Cost for such Products. As used herein a Product shall be considered “Unique Inventory” if at least 80% of the total sales of such Product in the immediately preceding quarter shall have been to
Company. Supplier’s rights under this paragraph shall be limited to one normal historical inventory turn of such items, except that Company shall be obligated to purchase all inventory of Company’s private label Products. 
  
 18. Special Provisions. 
  
 a. Company shall provide notice to Supplier of Company’s ad/display
quantity requirements (“Ad/Display Requirements”) no later than twenty-one (21) days prior to shipment thereof as called for in the corresponding purchase order. In addition, Company shall provide notice to Supplier of Company’s
projections, twenty-one (21) days prior to shipment thereof, for demand of any new Products (“New Product Projections”). Failure to so provide the Ad/Display Requirements or New Product Projections shall operate to excuse Supplier from

  

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 liability or any other consequence called for hereunder (and shall not be taken into account in calculating the Service
Level or otherwise in determining whether a Service Level Breach or a Major Service Level Breach has occurred) to the extent the actual Ad/Display quantity or New Product requirements with respect to which prior notice was not timely provided to
Supplier exceed Company’s normal quantity requirements with respect to the same Products. 
  
 b. In the event that Company discontinues to offer for sale (or otherwise substantially reduces its projected demand for) a unique Product sold by Supplier exclusively to Company and with respect to which Supplier has
or maintains inventory, then Company shall promptly so notify Supplier, and Company shall thereupon purchase and accept delivery all such inventory (or, in the case of a reduced projected demand, all excess inventory) from Supplier over a reasonable
period of time. 
  
 c. Supplier shall have full control and
authority over all procurement responsibilities involved in connection with Supplier’s performance hereunder, including the procurement of all inventory of Products for ultimate resale to Company pursuant to this Agreement, and Supplier shall
employ, and shall have and enjoy all rights and authority (and obligations) of an employer with respect to all procurement personnel (including all rights with respect to compensation, discipline and termination of such personnel). Supplier shall
confer with Company with respect to the selection and compensation of procurement personnel involved in servicing Supplier’s obligations hereunder, and shall, if so requested by Company, furnish to Company relevant information in the possession
of Supplier relating to the qualifications and background of any applicant for such a procurement position with Supplier (subject, however, to the privacy rights of such applicant). 
  
 d. Supplier shall be entitled to perform its obligations to Company under this Agreement through the use of distribution
centers in addition to Supplier’s Distribution Center Warehouse in Portland, Oregon, provided that the use of such additional distribution centers is at no additional cost (including transportation costs) to Company, and provided further that
there is no reduction in Service Levels, delivery schedules, timing of services, quality of services or Products, or other performance criteria under this Agreement. 
  
 e. Supplier and Company agree that nothing contained in this Agreement is intended to or shall affect the existing standard
operating practices of the parties, and that such standard operating practices shall continue throughout the term of this Agreement, as they may be amended from time to time. 
  
 19. Liquidated Damages for Breach of Service Level Obligations. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT
TO THE CONTRARY, IF, DURING ANY CALENDAR QUARTER THROUGHOUT THE TERM OF THIS AGREEMENT, SUPPLIER COMMITS A SERVICE LEVEL BREACH, THEN COMPANY SHALL BE ENTITLED TO RECEIVE FROM SUPPLIER AS LIQUIDATED DAMAGES AN AMOUNT EQUAL TO 4% MULTIPLIED BY THE
EXCESS, IF ANY, OF (A) THAT AMOUNT THAT WOULD HAVE BEEN THE ACTUAL DELIVERED AMOUNT DURING THAT QUARTER HAD THE MINIMUM SERVICE LEVELS BEEN ACHIEVED, OVER (B) THE ACTUAL DELIVERED AMOUNT FOR THAT CALENDAR QUARTER, WHICH RESULTING AMOUNT SHALL BE
CALCULATED BASED ON A BLENDED 
  

 11 








 RATE FOR AD ITEMS AND ALL OTHER MERCHANDISE. THE PARTIES AGREE THAT THE COMPANY’S ACTUAL DAMAGES WOULD BE DIFFICULT
OR IMPOSSIBLE TO DETERMINE IF SUPPLIER BREACHES SUCH OBLIGATION, AND THAT SUCH SUM IS THE BEST ESTIMATE OF THE AMOUNT OF DAMAGES COMPANY WOULD SUFFER. THIS SUM SHALL BE THE AMOUNT THAT THE COMPANY IS ENTITLED TO RECEIVE AS LIQUIDATED DAMAGES WITH
RESPECT TO A SERVICE LEVEL BREACH (EXCEPT FOR THE RIGHT TO TERMINATE FOR A MAJOR SERVICE LEVEL BREACH), AND SHALL BE COMPANY’S SOLE REMEDY FOR A SERVICE LEVEL BREACH, BUT SHALL NOT LIMIT IN ANY WAY WHATSOEVER ANY RIGHTS OR REMEDIES COMPANY MAY
HAVE WITH RESPECT TO A BREACH OF ANY OTHER OBLIGATION OF SUPPLIER UNDER THIS AGREEMENT. THE PARTIES WITNESS THEIR AGREEMENT TO THIS LIQUIDATED DAMAGES’ PROVISION BY SEPARATELY INITIALING THIS SECTION. 
  

					
	 Supplier:
	 	   /s/    AAP        

	 	 	 	 Company:
	 	   /s/    RR        



  
 The Liquidated Damages provisions in
this Agreement relate only to Service Level Breaches arising under Section 2, and do not apply to any of the obligations described in Section 4 of this Agreement. 
  
 20. Notices. Whenever the service or the giving of any document or consent by or on behalf of any party hereto upon
any other party is herein provided for, or becomes necessary or convenient under the provisions of this Agreement or any document related hereto, a valid and efficient service of such document shall be effected by delivering the same in writing to
such party in person, by Federal Express or other reputable courier, by facsimile, or by sending the same by registered or certified mail, return receipt requested, and shall be deemed received upon personal delivery if delivered personally, by
Federal Express or other reputable courier or by facsimile, or four (4) business days after deposit in the mail in the United States, postage prepaid, addressed to the person to receive such notice or communication at the following address:

  

	 If to Supplier:
	  	 Unified Western Grocers, Inc.
 5200 Sheila
Street
 Commerce, CA 90040
 Attention: Robert M. Ling,
Jr.
 Phone: (323) 264-5200
 Fax: (323)
265-3716

		
	 If to Company:
	  	 Smart & Final Oregon Inc.
 600 Citadel
Drive
 Commerce, CA 90040
 Attn: Donald G. Alvarado
 Phone: (323) 869-7697
 Fax: (323) 869-7862


  
 Each of the parties shall be entitled
to specify a different address by giving notice as aforesaid. 
  

 12 








 21. Entire Agreement. This Agreement, and the Exhibits attached hereto, constitute the entire
agreement between the parties hereto pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written. 
  
 22. Amendment and Modification. No supplement, modification, waiver or termination of this Agreement shall be binding
unless executed in writing by the party to be bound. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions (whether or not similar), nor shall such waiver constitute a continuing
waiver unless otherwise expressly provided. 
  
 23.
Headings. The headings of this Agreement are included for purposes of reference and convenience only, and shall not define, construe or limit the meaning of any provision of this Agreement. 
  
 24. Assignment. Neither party shall transfer, assign or delegate
(other than ordinary subcontracting incidental and customary to such party’s performance hereunder, and other than the assignment of accounts arising with respect to the sale of Products or the performance of services hereunder as collateral to
a bank or other lender as security for a loan) its rights or duties hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Without Company’s prior consent, Supplier shall be
entitled to assign its rights and delegate its duties under this Agreement to any entity which acquires all or a major portion of the business or operating assets of Supplier, provided that any such assignee expressly assumes Supplier’s duties
and obligations under this Agreement and that the net worth of such assignee equals or exceeds the net worth of Supplier as of the closing date of the transaction contemplated by the purchase agreement. Without Supplier’s prior consent, Company
shall be entitled to assign its rights and delegate its duties under this Agreement to any entity which controls, is controlled by, or is under common control with Company. 
  
 25. Governing Law; Venue. The validity, construction and interpretation of this Agreement shall be governed by the
internal laws of the State of California applicable to contracts made and to be performed wholly within that state. 
  
 26. Third Parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any person other than the parties hereto any rights
or remedies under or by reason of this Agreement. 
  
 27.
Expenses; Attorneys’ Fees. Each party shall bear the expenses (including, without limitation, attorneys’ fees) incurred by it in connection with the negotiation, execution and delivery of this Agreement and the agreements
contemplated by this Agreement. In the event any party takes legal action (including arbitration or mediation) to enforce any of the terms of this Agreement, the party who is determined to be the prevailing party shall be entitled to recover its
reasonable expenses, including attorneys’ fees for pretrial investigation, at trial, and on appeal, incurred in such action. 
  
 28. Mediation; Arbitration. The parties already have executed an agreement releasing each other from any and all claims arising under the Original
Supply Agreement. Any 
  

 13 








 dispute claim or controversy, including Service Level disputes, concerning, arising out of, or relating to this Agreement
(including, without limitation, any such dispute, claim or controversy concerning, arising out of, or relating to the making, performance or interpretation hereof) shall first be mediated by the parties. If the dispute, claim or controversy is not
settled by way of mediation, then the parties shall submit the same to binding arbitration in Los Angeles, California, in accordance with the commercial arbitration rules then obtaining of the American Arbitration Association, and judgment or decree
on the arbitration award or the decision of the arbitrator(s) may be entered in any court of competent jurisdiction. The arbitrator(s) may award damages, interest, attorneys’ fees and litigation costs, and/or permanent injunctive relief, but in
no event shall the arbitrator have the authority to award punitive or exemplary damages. The prevailing party, as determined by the arbitrator(s), shall be entitled to recover all of its reasonable litigation fees and costs. Notwithstanding the
foregoing, a party may apply to a court of competent jurisdiction for relief in the form of a temporary restraining order or preliminary injunction, or other provisional remedy pending final determination of a claim through arbitration in accordance
with this Section. If proper notice of any hearing has been given, the arbitrator will have full power to proceed to take evidence or to perform any other acts necessary to arbitrate the matter in the absence of any party who fails to appear. THE
PARTIES UNDERSTAND, ACKNOWLEDGE AND AGREE THAT THEY ARE HEREBY WAIVING THEIR RESPECTIVE RIGHT TO A JURY TRIAL BY AGREEING TO SUBMIT ANY AND ALL DISPUTES TO FINAL AND BINDING ARBITRATION. 
  
 29. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all
of which, together, shall constitute one and the same instrument. 
  
 30. Severable Provisions. If any of the provisions of this Agreement are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to be the extent
enforceable, shall nevertheless be binding and enforceable. 
  
 31. Confidentiality. Each of Company and Supplier (as appropriate, the “promisor”) agrees to and will cause its respective authorized agents, representatives, affiliates, employees, officers, directors, accountants, counsel
and other designated representatives (collectively, “Representatives”) to (i) treat and hold as confidential (and not disclose or provide access to any person to) all records, books, contracts, instruments, computer data and other data and
information (collectively, “Information”) concerning the other party (the “promisee”) in the promisor’s possession or furnished by the promisee or its Representatives pursuant to this Agreement, (ii) in the event that
promisor or its Representatives become legally compelled to disclose any such Information, provide the promisee with prompt written notice of such requirement so that the promisee may seek a protective order or other remedy or waive compliance with
this Section 31, and (iii) in the event that such protective order or other remedy is not obtained, or the promisee waives compliance with this Section 31, furnish only that portion of such Information which is legally required to be provided and
exercise promisor’s best efforts to obtain assurances that confidential treatment will be accorded such Information; provided, however, that this sentence shall not apply to any Information that, at the time of disclosure, is available publicly
and was not disclosed in breach of this Agreement by such party or its Representatives; and provided further, however, that the provisions of clauses (i) and (ii) above 
  

 14 








 shall not preclude a party from disclosing Information to its Representatives or to its lenders or their Representatives
(provided that each such Representative shall be advised of the confidential nature of such Information) or from disclosing Information to or filing Information within any governmental authority or agency with jurisdiction over such party. Each
party agrees and acknowledges that remedies at law for any breach of its obligations under this Section 31 are inadequate and that in addition thereto the other party shall be entitled to seek equitable relief, including injunction and specific
performance, in the event of any such breach, without the necessity of demonstrating the inadequacy of monetary damages. The provisions of this Section 31 shall not apply to the extent any such Information is required to be disclosed by applicable
law. 
  
 32. Use of Name. The parties acknowledge that
during the term of this Agreement, Company shall have the right and license, for no additional consideration, to use the name “United Grocers Cash & Carry” in connection with the Properties and business which are the subject of this
Agreement. 
  
 33. Noncompetition. Supplier agrees that
during the term of this Agreement, provided Company is not in default of this Agreement, Supplier will not own or operate any stores or food service businesses in Northern California, Idaho, Oregon or Washington that are similar to Company’s
Properties listed on Exhibit “A” attached hereto (and any additional such Properties opened by Company after the date hereof) and which are or may be competitive with Company’s Properties. In addition, in these same areas Supplier
will not supply Restaurant Depo/Jetro so long as Company has satisfied its Minimum Purchase Requirements under this Agreement. 
  
 The parties have executed this Agreement as of the date and year first above written. 
  

	 UNIFIED WESTERN GROCERS, INC.
 a California corporation
 (“Supplier”)
  

		
	 By:
	 	 /s/    ALFRED
PLAMANN        


	 	 	 Its:
	 	CEO 


  
  

	 SMART & FINAL OREGON INC.
 an Oregon corporation
 (“Company”)
  

		
	 By:
	 	 /s/    ROSS E.
ROEDER        


	 	 	 Its:
	 	CEO 


  

 15 








 EXHIBITS 
  

		
	A.	  	 List of Stores Subject to Agreement

		
	B.	  	 Definition of Supplier’s Defined Cost

		
	C.	  	 Service Fee Schedule

		
	D.	  	 List of Services for Which Charges Will be imposed

		
	E.	  	 Delivery Schedule

		
	F.	  	 List of Reports to be Provided by Supplier


  

 16 








 EXHIBIT A 
  
 CASH & CARRY ADDRESSES 
 April 11, 2003 
  

	 C&C #533—PORTLAND
 731 SE STEPHENS ST.
 PORTLAND, OR 97214
 (503) 232-9840 OFFICE
 (503) 239-5048 FAX
 (503) 232-7157
	 	 C&C #537—DELTA PARK
 910 N HAYDEN MEADOWS DR.
 PORTLAND, OR 97217
 (503)
289-3120 OFFICE
 (503 )286-2574 FAX
 (503) 289-1022
 (360) 690-8526

		
	 C&C #532—SALEM
 1355 SALEM IND. DR NE
 SALEM, OR 97303
 (503) 364-7314 OFFICE
 (503) 375-9418 FAX
 (503) 363-5731
	 	 C&C #538—COOS BAY
 751
S 2ND ST.
 COOS BAY, OR
97420
 (541) 269-1321 OFFICE
 (541) 267-3450 FAX
 (541) 267-2714

		
	 C&C #533—EUGENE
 4214 W FIFTH AVE.
 EUGENE, OR 97402
 (541) 343-8266 OFFICE
 (541) 485-0359 FAX
 (541) 344-4042
	 	 C&C #539—PENDLETON
 4228 WESTGATE
 PENDLETON, OR 97801
 (541)276-1678
OFFICE
 (541)276-9033 FAX
 (541)276-7180

		
	 C&C #534—MEDFORD
 2033 CARDINAL AVE.
 MEDFORD, OR 97504
 BILL HALL – MGR
 (541) 773-8799 OFFICE
 (541) 734-4657 FAX
 (541) 773-9849
	 	 C&C #540—ALOHA
 3950
SW 170TH & TV HWY
 ALOHA, OR 97007
 (503) 649-2111
OFFICE
 (503) 649-1759 FAX
 (503) 649-4903

		
	 C&C #535—WARRENTON
 595 SE ALTERNATE HWY 101
 WARRENTON, OR 97146
 (503) 861-3938 OFFICE
 (503) 861-1557 FAX
 (503) 861-2812
	 	 C&C #541—NEWPORT
 101156 NE 7TH
 NEWPORT, OR 97365
 (541) 265-8644 OFFICE
 (541) 265-8634
FAX
 (541) 265-7571

		
	 C&C #536—GRESHAM
 2521 NW DIVISION ST.
 GRESHAM, OR 97030
 (503) 667-6373 OFFICE
 (503) 665-5908 FAX
 (503) 666-6868
	 	 C&C #542—KELSO
 2303
TALLEY WAY
 KELSO, WA 98626
 (360) 636-4620 OFFICE
 (360) 423-1653 FAX
 (360) 425-7090










	 C&C #543—BEND
 63229 NELS ANDERSON RD
 BEND, OR 97701
 (541) 389-6332 OFFICE
 (541) 389-6909 FAX
 (541) 389-4113
	 	 C&C #549—N. SEATTLE
 13102 STONE AVE NORTH
 SEATTLE, WA 98133
 (206) 364-1737
OFFICE
 (206) 367-4126 FAX
 (206) 364-1733

		
	 C&C #544—THE DALLES
 1820 W 2ND ST.
 THE DALLES, OR 97058
 (541) 296-5909 OFFICE
 (541) 296-3156 FAX
 (541) 296-2265
	 	 C&C #550—TACOMA
 6208
TACOMA MALL BLVD
 TACOMA, WA 98409
 (253) 472-6980
OFFICE
 (253) 472-7149 FAX
 (253) 472-6879

		
	 C&C #545—KLAMATH FALLS
 2805 MAYWOOD DR
 KLAMATH FALLS, OR 97603
 (541) 884-8089 OFFICE
 (541) 883-3605 FAX
 (541) 883-3000
	 	 C&C #551—S. SEATTLE
 1760 4TH AVE SOUTH
 SEATTLE, WA 98134
 (206) 343-7158
OFFICE
 (206) 223-6314 FAX
 (206) 343-7156

		
	 C&C #546—EUREKA
 6700 N HIGHWAY 101
 EUREKA, CA 95503
 (707) 443-2335 OFFICE
 (707) 443-1306 FAX
 (707) 443-2103
	 	 C&C #552—BELLINGHAM
 405 OHIO STREET
 BELLINGHAM, WA 98225
 (360) 676-8166
OFFICE
 (360) 733-9575 FAX
 (360) 676-7360

		
	 C&C #547—REDDING
 1152 HARTNELL AVE.
 REDDING, CA 96002
 (530) 223-0130 OFFICE
 (530) 223-3885 FAX
 (530) 223-0341
	 	 C&C #553—EVERETT
 2917
CEDAR STREET
 EVERETT, WA 98201
 (425) 339-6005 OFFICE

(425) 258-6134 FAX
 (425) 339-2628

		
	 C&C #548—OLYMPIA
 1010 FONES ROAD SE
 OLYMPIA, WA 98501
 (360) 459-0058 OFFICE
 (360) 456-2122 FAX
 (360) 459-2820
	 	 C&C #554—NW PORTLAND
 1420 NW 14TH AVE
 PORTLAND, OR 97209
 (503) 221-8793
OFFICE
 (503) 223-9048 FAX
 (503) 221-1049


  

 2 









	 C&C #555—KENT
 21504 84TH AVE. SOUTH
 KENT, WA 98032
 (253) 872-7873 OFFICE
 (253) 872-0175 FAX
 (253) 872-7586
	 	 C&C #561—TUKWILA
 230
ANDOVER PARK EAST
 TUKWILA, WA 98188
 (206) 246-6017

(206) 246-2659 FAX

		
	 C&C #556—FEDERAL WAY
 1628 SO. 344TH ST.
 FEDERAL WAY, WA 98003
 (253) 925-0660 OFFICE
 (253) 925-0770 FAX
 (253) 925-0550
	 	 C&C #562—BALLARD
 1155
NW BALLARD WAY
 SEATTLE, WA 98107
 (206) 789-7242
 (206) 789-8837 FAX

		
	 C&C #557—LYNNWOOD
 6412 204TH ST. SW
 LYNNWOOD, WA 98036
 (425) 672-1783 OFFICE
 (425) 672-2619 FAX
 (425) 672-1886
	 	 C&C #563—BREMERTON
 335 N WYCOFF AVE.
 BREMERTON, WA 98312
 (360) 377-8264
OFFICE
 (360) 478-7293 FAX
 (360) 377-8331

		
	 C&C #558—CLACKAMAS
 15700 SE 82ND DRIVE
 CLACKAMAS, OR 97015
 (503) 655-6128 OFFICE
 (503) 655-6217 FAX
 (503) 655-6045
	 	 C&C #564—BOISE
 1700
W. SHORELINE DRIVE
 BOISE, ID 83702
 (208) 338-0701
OFFICE
 (208) 338-0704 FAX
 (208) 338-0700

		
	 C&C #559—BELLEVUE
 2208 136TH PLACE NE
 BELLEVUE, WA 98005
 (425) 641-5956 OFFICE
 (425) 641-6001 FAX
 (425) 644-4638
	 	 C&C—CHICO #565
 930
MANGROVE AVE
 CHICO, CA 95926
 (530) 891-9140
 (530) 891-9150 FAX

		
	 C&C #560—SACRAMENTO
 1101 RICHARDS BLVD
 SACRAMENTO, CA 95814
 (916) 441-1621 OFFICE
 (916) 441-1632 FAX
 (916) 441-1618
	 	 C&C #566—VANCOUVER
 10611 NE 53rd STREET
 VANCOUVER, WA 98662
 (360)
944-9261 OFFICE
 (360) 944-9398 FAX
 (360)
944-9199

		
	 	 	 C&C #567—OAKLAND
 400
OAK STREET
 OAKLAND, CA 94607
 (510) 251-9344 OFFICE

(510) 251-9346 FAX
 (510) 251-9345


  

 3 









	 C&C #569—MODESTO
 1217 10th STREET
 MODESTO, CA 95354
 (209) 526-3923 OFFICE
 (209) 526-3924 FAX
 (209) 526-3922
	 	 C&C #575—RICHLAND
 1939 FOWLER STREET
 (509) 374-3906
 (509) 374-3904
FAX
 (509) 374-3905

		
	 C&C #570—SAN FRANCISCO
 880 HARRISON STREET
 SAN FRANCISCO, CA 94107
 (415) 836-9296 OFFICE
 (415) 836-9297 FAX
 (415) 836-9295
	 	 C&C #576—SANTA ROSA
 565 BARHAM AVENUE
 SANTA ROSA, CA 95404
 (707)
543-5916
 (707) 543-5949 FAX
 (707) 543-5844

		
	 C&C #571—SAN JOSE
 1731 WEST SAN CARLOS ST
 SAN JOSE, CA 95128
 (408) 971-2636 OFFICE
 (408) 971-2625 FAX
 (408) 971-2637
	 	 C&C #577—TIGARD
 11745
SW PACIFIC HWY
 TIGARD, OR 97223-8421
 (503) 639-3877

(503) 624-6547 FAX
 (503) 639-3226

		
	 C&C #572—YUBA CITY
 717 COLUSA AVE
 YUBA CITY, CA 95991
 (530) 751-7125
 (530) 751-7363 FAX
	 	 
		
	 C&C #573—SPOKANE
 7630 N. DIVISION STREET
 SPOKANE, WA 99208-5614
 (509) 489-8713
 (509) 489-8734 FAX
 (509) 489-8800
	 	 
		
	 C&C #574—YAKIMA
 1406 E MEAD AVE
 UNION GAP, WA 98903-5996
 (509) 248-9391
 (509) 248-9392 FAX
 (509) 248-9390
	 	 

  
  

 4 








 EXHIBIT B 
  
 Privileged and Confidential, Smart & Final Inc, 
  
 7-22-02 
  

	To:	 	John Aune, Chuck Pilliter, Dan Harkins 

  

	From:	 	Keith Miller 

  

	Re:	 	Cost Audit Format 

  
 I have been engaged by Smart & Final to perform the audit of product costs for each of the proposals for the Cash & Carry supply business. Jim Burge sent me the cost information files from each of the
companies. In order to ensure a smooth, fair, timely and accurate cost audit, Jim and I want to be certain each company is following consistent guidelines for the cost audit/comparison sample. 
  
 Please review the guidelines. If you have questions, contact me at 503-515-8504 or email at
KeithAM19@msn.com. 
  
 For purposes of the audit, our understanding is
“Dead Net” cost is defined as the following: 
  
 Mfg. List Cost 
 Plus: Freight Charge or Plus Backhaul Charge 
 Less: Freight Allowance or Backhaul Allowance 
 Less: Truckload Allowance or Bracket Allowance 
 Less: Freight Cash Discount 
 Equals: Delivered Cost 
 Less: Cash Discount 
 Less: Temporary Off Invoice Allowance 
 Less: Performance Allowance (Bill-back or Off Invoice) 
 Less: Other Discounts and
Allowances 
 Less: Swells Allowance 
 Less: Corporate Discounts and Accruals 
 Less: Other Product Accruals (Corporate, Regional or Local) 
 Equals: Dead Net Cost

  
 It would be very helpful if you could send a “Dead Net” cost file as
soon as possible, with columns for each of the applicable cost elements listed above. Separate meat and produce into a separate file from all other items and sort by UPC sequence. 
  
 We recognize that not all cost elements will be available on all items, so list those that apply. 
  
 Accurate reporting of this information for the sample cost audit/comparison will facilitate
an accurate and timely completion to the phase of your proposal to Smart & Final. 
  
 c. Marty Lynch 







 EXHIBIT C 
  
 SMART&FINAL 
  
 SERVICE FEE SCHEDULE 
  
 Final Version 
  
 Smart&Final 
  

	Service Fee Schedule	 	 	 	*

  
 Service Fee Base
Rate Ranges (Delivery Fee Separate) 
  

	 	  	 	 	$**	 	 $**
	 	 $**
	 	$**	 	$**	 	 <

	 	  	 >
	 	 —
	 	—	 	 —
	 	   —
	 	 —
	 	$**
	 	  	$**	 	$**  	 	$**	 	$**	 	$**	 	$**	 	 *

	 Core Categories
	  	**%        	 	**%	 	**%	 	**%	 	**%	 	**%	 	 Multi-Store /
 Co-Op
Pricing

	 Cigarettes
	  	**%        	 	**%	 	**%	 	**%	 	**%	 	**%	 	 
	 Meat
	  	**%    	 	**%	 	**%	 	**%	 	**%	 	**%	 	**%
	 Produce
	  	**%        	 	**%	 	**%	 	**%	 	**%	 	**%	 	TBD

  
 ü      Minimum purchases levels to be met: 
  

	 	>>	 	Proposal requires minimum purchases to be greater than $**                 


 

	 	>>	 	Total Meat purchases must be greater than $** or **%, whichever is greater. 

  

	 	>>	 	Total Produce purchases must be greater than $** or **%, whichever is greater. 

  

	[**]	 	= Certain information on this page has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions.









 EXHIBIT D 
  
 OPTIONAL SERVICES 
  
  

	 SERVICE

	 	 ANNUAL CHARGE


	 Order Transmission Units
 (98MS188’s, 7 Telxons @$45/week)
	 	$    **                
		
	 Electronic File Loads ($250/week)
	 	$    **                
		
	 I.S. Assistance
	 	$    **             *
		
	 Accounting Services
	 	$    **            
		
	 In-Store Security
	 	$    **             *
		
	 Bill-through/DSD payments to S&F
	 	$    **            
		
	 Human Resources
	 	$    **             *
		
	 Long-Distance Phone (as used)
	 	$    **            

  
 (Note Included: Dedicated
Institutional Buyer, Transportation Cube Assessment, Transportation—Additional Deliveries) 
  

	*	 	Commencing on the first anniversary of the Supply Agreement, and annually thereafter, Supplier may increase these charges 3% per annum. 

  

	[**]	 	= Certain information on this page has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions.









 EXHIBIT E 
  

	 Account #

	 	 Store

	 	 Sunday

	 	 Monday

	 	 Tuesday

	 	 Wednesday

	 	 Thursday

	 	 Friday

	 	 Saturday


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 33531
	 	S.E. Portland	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	2130-2330	 	 	 	2130-2330	 	 	 	1700-1900	 	 
	 	 	gm	 	 	 	 	 	 	 	2130-2330	 	 	 	 	 	 
	 	 	frozen	 	 	 	0200-0400	 	2100-2300	 	 	 	 	 	0300-0500	 	 
	 	 	deli	 	 	 	2200-0001	 	 	 	2300-0100	 	 	 	2200-0001	 	 
	 	 	produce	 	 	 	2200-0001	 	2200-0001	 	2300-0100	 	2300-0100	 	2200-0001	 	 
	 33532
	 	Salem	 	 	 	 	 	 	 	 	 	 	 	 	 	0100-0300
	 	 	grocery	 	 	 	0200-0400	 	1700-1900	 	 	 	 	 	 	 	0100-0300
	 	 	gm	 	 	 	 	 	1700-1900	 	 	 	 	 	 	 	 
	 	 	frozen	 	 	 	0200-0400	 	 	 	0001-0200	 	 	 	0001-0200	 	 
	 	 	deli	 	 	 	0200-0400	 	 	 	0001-0200	 	 	 	0001-0200	 	 
	 	 	produce	 	 	 	0200-0400	 	 	 	0001-0200	 	 	 	0001-0200	 	0300-0500
	 33533
	 	Eugene	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	2200-0001	 	 	 	2200-0001	 	 	 	2200-0001	 	 
	 	 	gm	 	 	 	2200-0001	 	 	 	 	 	 	 	2200-0001	 	 
	 	 	frozen	 	 	 	 	 	0400-0600	 	 	 	 	 	0300-0500	 	 
	 	 	deli	 	 	 	 	 	0400-0600	 	 	 	 	 	0500-0700	 	0500-0700
	 	 	produce	 	 	 	0500-0700	 	0400-0600	 	0400-0600	 	 	 	0500-0700	 	0500-0700
	 33534
	 	Medford	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	1700-1900	 	 	 	1800-2000	 	 	 	1900-2100	 	 
	 	 	gm	 	 	 	 	 	 	 	 	 	 	 	1900-2100	 	 
	 	 	frozen	 	 	 	1700-1900	 	 	 	 	 	 	 	1900-2100	 	 
	 	 	Deli	 	 	 	1700-1900	 	 	 	1800-2000	 	 	 	1900-2100	 	 
	 	 	produce	 	 	 	0300-0600	 	 	 	0300-0600	 	 	 	0300-0600	 	 
	 33535
	 	Warrenton	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	 	 	 	 	0500-0700	 	 	 	 	 	0500-0700
	 	 	gm	 	 	 	 	 	 	 	0500-0700	 	 	 	 	 	0500-0700
	 	 	frozen	 	 	 	 	 	0700-0900	 	 	 	 	 	0830-1030	 	 
	 	 	deli	 	 	 	 	 	0500-0700	 	 	 	 	 	0830-1030	 	 
	 	 	produce	 	 	 	0900-11000	 	 	 	0500-0700	 	 	 	 	 	0500-0700
	 33536
	 	Gresham	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	2000-2200	 	 	 	1700-1900	 	 	 	2300-0100	 	 









	 Account #

	 	 Store

	 	 Sunday

	 	 Monday

	 	 Tuesday

	 	 Wednesday

	 	 Thursday

	 	 Friday

	 	 Saturday


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	gm	 	 	 	2000-2200	 	 	 	 	 	 	 	2300-0100	 	 
	 	 	frozen	 	 	 	 	 	0400-0600	 	 	 	 	 	040-0600	 	 
	 	 	deli	 	 	 	 	 	 	 	2100-2300	 	 	 	0100-0300	 	0400-0600
	 	 	produce	 	 	 	0400-0600	 	 	 	2100-2300	 	 	 	0100-0300	 	0400-0600
	 33537
	 	Delta Park	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	 	 	0100-0300	 	 	 	0001-0200	 	1730-1930	 	 
	 	 	gm	 	 	 	 	 	0100-0300	 	 	 	0001-0200	 	1730-1930	 	 
	 	 	frozen	 	 	 	 	 	0100-0300	 	 	 	 	 	0500-0700	 	 
	 	 	deli	 	 	 	2300-0100	 	 	 	 	 	 	 	0001-0200	 	 
	 	 	produce	 	 	 	2300-0100	 	 	 	 	 	0001-0200	 	 	 	0500-0700
	 33538
	 	Coos Bay	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	 	 	1800-2000	 	 	 	 	 	1900-2100	 	 
	 	 	gm	 	 	 	 	 	1800-2000	 	 	 	 	 	1900-2100	 	 
	 	 	frozen	 	 	 	 	 	0700-0900	 	 	 	 	 	0600-0800	 	 
	 	 	deli	 	 	 	 	 	0700-0900	 	 	 	 	 	0200-0400	 	 
	 	 	produce	 	 	 	0400-0600	 	 	 	0500-0700	 	 	 	0200-0400	 	 
	 33539
	 	Pendleton	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	0600-0800	 	 	 	 	 	0600-0800	 	 	 	 
	 	 	gm	 	 	 	 	 	 	 	 	 	0600-0800	 	 	 	 
	 	 	frozen	 	 	 	0600-0800	 	 	 	 	 	0600-0800	 	 	 	 
	 	 	deli	 	 	 	0600-0800	 	 	 	 	 	0600-0800	 	0500-0700	 	 
	 	 	produce	 	 	 	0600-0800	 	 	 	 	 	0600-0800	 	0500-0700	 	 
	 33540
	 	Aloha	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	1930-2130	 	 	 	1830-2030	 	 	 	1900-2100	 	 
	 	 	gm	 	 	 	1930-2130	 	 	 	 	 	 	 	1900-2100	 	 
	 	 	frozen	 	2200-0001	 	 	 	 	 	0001-0200	 	 	 	0001-0200	 	 
	 	 	deli	 	 	 	 	 	0001-0200	 	 	 	0200-0400	 	 	 	0001-0200
	 	 	produce	 	2200-0001	 	 	 	0200-0400	 	0001-0200	 	0200-0400	 	0001-0200	 	0001-0200
	 33541
	 	Newport	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	 	 	0001-0200	 	 	 	 	 	1900-2100	 	 
	 	 	gm	 	 	 	 	 	0001-0200	 	 	 	 	 	1900-2100	 	 
	 	 	frozen	 	 	 	 	 	0001-0200	 	 	 	 	 	0500-0700	 	 
	 	 	deli	 	 	 	 	 	0001-0200	 	 	 	 	 	0500-0700	 	 
	 	 	produce	 	 	 	0600-0800	 	 	 	0700-0900	 	 	 	0500-0700	 	 

  

 2 









	 Account #

	 	 Store

	 	 Sunday

	 	 Monday

	 	 Tuesday

	 	 Wednesday

	 	 Thursday

	 	 Friday

	 	 Saturday


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 33542
	 	Kelso	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	0300-0500	 	 	 	 	 	0130-0330	 	 	 	 
	 	 	gm	 	 	 	0300-0500	 	 	 	 	 	0130-0330	 	 	 	 
	 	 	frozen	 	 	 	0300-0500	 	 	 	 	 	0130-0330	 	 	 	 
	 	 	deli	 	 	 	0300-0500	 	 	 	0300-0500	 	 	 	0900-1100	 	 
	 	 	produce	 	 	 	0300-0500	 	 	 	0300-0500	 	 	 	0900-1100	 	 
	 33543
	 	Bend	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	 	 	2000-2200	 	 	 	2300-0100	 	 	 	0500-0700
	 	 	gm	 	 	 	 	 	2000-2200	 	 	 	2300-0100	 	 	 	0500-0700
	 	 	frozen	 	 	 	0400-0600	 	 	 	 	 	0400-0600	 	 	 	 
	 	 	deli	 	 	 	0500-0700	 	 	 	 	 	0400-0600	 	 	 	 
	 	 	produce	 	 	 	0500-0700	 	 	 	0500-0700	 	0400-0600	 	 	 	0500-0700
	 33544
	 	The Dalles	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	0700-0900	 	 	 	 	 	 	 	0200-0400	 	 
	 	 	gm	 	 	 	0700-0900	 	 	 	 	 	 	 	0200-0400	 	 
	 	 	frozen	 	 	 	0700-0900	 	 	 	 	 	0700-0900	 	 	 	 
	 	 	deli	 	 	 	0700-0900	 	 	 	 	 	0700-0900	 	0300-0500	 	 
	 	 	produce	 	 	 	0700-0900	 	 	 	 	 	0700-0900	 	0300-0500	 	 
	 33545
	 	K-Falls	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	0800-1000	 	 	 	 	 	0800-1000	 	 	 	 
	 	 	gm	 	 	 	0800-1000	 	 	 	 	 	 	 	 	 	 
	 	 	frozen	 	 	 	0800-1000	 	 	 	 	 	0700-0900	 	 	 	 
	 	 	deli	 	 	 	0800-1000	 	 	 	 	 	0700-0900	 	 	 	 
	 	 	produce	 	 	 	0800-1000	 	 	 	0600-0800	 	 	 	 	 	1000-1200
	 33546
	 	Eureka	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	1200-1400	 	 	 	1300-1500	 	 	 	1400-1600	 	 
	 	 	gm	 	 	 	1200-1400	 	 	 	1300-1500	 	 	 	1400-1600	 	 
	 	 	frozen	 	 	 	1200-1400	 	 	 	1300-1500	 	 	 	1400-1600	 	 
	 	 	deli	 	 	 	1200-1400	 	 	 	1300-1500	 	 	 	1400-1600	 	 
	 	 	produce	 	 	 	 	 	1300-1500	 	 	 	1000-1200	 	 	 	1000-1200
	 33547
	 	Redding	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	 	 	1200-1400	 	 	 	1300-1500	 	 	 	1200-1400
	 	 	gm	 	 	 	 	 	1200-1400	 	 	 	1300-1500	 	 	 	1200-1400
	 	 	frozen	 	 	 	 	 	1200-1400	 	 	 	1300-1500	 	 	 	 

  

 3 









	Account #

	  	Store

	  	Sunday

	  	Monday

	  	Tuesday

	  	Wednesday

	  	Thursday

	  	Friday

	  	Saturday


	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	deli	  	 	  	 	  	1200-1400	  	 	  	1300-1500	  	 	  	1200-1400
	 	  	produce	  	 	  	 	  	1200-1400	  	 	  	1300-1500	  	 	  	1200-1400
	 33548
	  	Olympia	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	grocery	  	0300-0600	  	 	  	0130-0330	  	 	  	0400-0600	  	 	  	 
	 	  	gm	  	0300-0600	  	 	  	0130-0330	  	 	  	0400-0600	  	 	  	 
	 	  	frozen	  	 	  	0500-0700	  	 	  	 	  	0400-0600	  	 	  	 
	 	  	deli	  	2300-0100	  	 	  	 	  	0400-0600	  	 	  	0400-0600	  	 
	 	  	produce	  	2300-0100	  	 	  	 	  	0400-0600	  	 	  	0400-0600	  	0400-0600
	 33549
	  	N. Seattle	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	grocery	  	0600-0800	  	 	  	 	  	 	  	0130-0330	  	 	  	 
	 	  	gm	  	0600-0800	  	 	  	 	  	 	  	0130-0330	  	 	  	 
	 	  	frozen	  	 	  	0900-1100	  	 	  	 	  	0500-0700	  	 	  	 
	 	  	deli	  	 	  	0900-1100	  	 	  	0500-0700	  	 	  	0700-0900	  	 
	 	  	produce	  	 	  	0900-1100	  	 	  	0500-0700	  	 	  	0700-0900	  	0600-0800
	 33550
	  	Tacoma	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	grocery	  	 	  	2100-2300	  	2200-0001	  	 	  	 	  	0001-0200	  	1800-2000
	 	  	gm	  	 	  	 	  	2200-0001	  	 	  	 	  	0001-0200	  	1800-2000
	 	  	frozen	  	 	  	0600-0800	  	 	  	0400-0600	  	 	  	0400-0600	  	 
	 	  	deli	  	 	  	0001-0200	  	 	  	0400-0600	  	 	  	0400-0600	  	0430-0630
	 	  	produce	  	 	  	0001-0200	  	0100-0300	  	0400-0600	  	 	  	0400-0600	  	0430-0630
	 33551
	  	So. Seattle	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	grocery	  	2000-2200	  	 	  	0200-0400/2000-2200	  	 	  	0300-0500/2000-2200	  	 	  	 
	 	  	gm	  	2000-2200	  	 	  	0200-0400/2000-2200	  	 	  	0300-0500/2000-2200	  	 	  	 
	 	  	frozen	  	 	  	0400-0600	  	 	  	0500-0700	  	 	  	0500-0700	  	 
	 	  	deli	  	 	  	0001-0200	  	 	  	0500-0700	  	 	  	0400-0600	  	 
	 	  	produce	  	 	  	0001-0200	  	0200-0400	  	0500-0700	  	 	  	0400-0600	  	0600-0800
	 33552
	  	Bellingham	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	grocery	  	 	  	 	  	 	  	2300-0100	  	 	  	 	  	1900-2100
	 	  	gm	  	 	  	 	  	 	  	2300-0100	  	 	  	 	  	1900-2100
	 	  	frozen	  	 	  	0300-0600	  	 	  	0700-0900	  	 	  	0700-0900	  	 
	 	  	deli	  	 	  	0300-0600	  	 	  	0700-0900	  	 	  	0700-0900	  	 
	 	  	produce	  	 	  	0300-0600	  	 	  	0700-0900	  	 	  	0700-0900	  	 
	 33553
	  	Everett	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	grocery	  	 	  	 	  	 	  	0200-0400	  	2200-0001	  	 	  	2100-2300

  

 4 









	 Account #

	 	 Store

	 	 Sunday

	 	 Monday

	 	 Tuesday

	 	 Wednesday

	 	 Thursday

	 	 Friday

	 	 Saturday


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	gm	 	 	 	 	 	 	 	0200-0400	 	2200-0001	 	 	 	2100-2300
	 	 	frozen	 	 	 	0700-0900	 	 	 	0200-0400	 	 	 	0700-0900	 	 
	 	 	deli	 	 	 	0700-0900	 	 	 	0600-0800	 	 	 	0700-0900	 	0800-1000
	 	 	produce	 	 	 	0700-0900	 	 	 	0600-0800	 	 	 	0700-0900	 	0800-1000
	 33554
	 	NW Portland	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	2000-2200	 	 	 	2000-2200	 	 	 	2000-2200	 	 
	 	 	gm	 	 	 	2000-2200	 	 	 	2000-2200	 	 	 	2000-2200	 	 
	 	 	frozen	 	 	 	 	 	0500-0700	 	 	 	 	 	0500-0700	 	 
	 	 	deli	 	 	 	 	 	0001-0200	 	2200-0001	 	 	 	 	 	0001-0200
	 	 	produce	 	 	 	 	 	 	 	2200-0001	 	 	 	 	 	0001-0200
	 33555
	 	Kent	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	 	 	 	 	2100-2300	 	 	 	 	 	0800-1000
	 	 	gm	 	 	 	 	 	 	 	2100-2300	 	 	 	 	 	0800-1000
	 	 	frozen	 	 	 	0800-1000	 	 	 	 	 	1000-1200	 	 	 	 
	 	 	deli	 	 	 	0001-0200	 	 	 	0600-0800	 	 	 	 	 	0800-1000
	 	 	produce	 	 	 	0001-0200	 	 	 	0600-0800	 	 	 	0400-0600	 	 
	 33556
	 	Fed Way	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	0600-0800	 	 	 	 	 	1900-2100	 	 	 	 	 	 
	 	 	gm	 	0600-0800	 	 	 	 	 	1900-2100	 	 	 	 	 	 
	 	 	frozen	 	 	 	0500-0700	 	 	 	 	 	0400-0600	 	 	 	 
	 	 	deli	 	 	 	0300-0600	 	 	 	0600-0800	 	 	 	 	 	0600-0800
	 	 	produce	 	 	 	0300-0600	 	 	 	0600-0800	 	 	 	0700-0900	 	0600-0800
	 33557
	 	Lynwood	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	0500-0700	 	 	 	 	 	2200-0001	 	 	 	 	 	 
	 	 	gm	 	0500-0700	 	 	 	 	 	2200-0001	 	 	 	 	 	 
	 	 	frozen	 	 	 	0700-0900	 	 	 	0200-0400	 	 	 	0500-0700	 	 
	 	 	deli	 	 	 	0500-0700	 	 	 	0200-0400	 	 	 	0500-0700	 	 
	 	 	produce	 	 	 	0500-0700	 	 	 	0200-0400	 	 	 	0500-0700	 	0700-0900
	 33558
	 	Clackamas	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Grocery	 	 	 	2000-2200	 	 	 	2000-2200	 	 	 	2300-0100	 	 
	 	 	Gm	 	 	 	2000-2200	 	 	 	 	 	 	 	2300-0100	 	 
	 	 	Frozen	 	 	 	0300-0500	 	 	 	 	 	 	 	0200-0400	 	 
	 	 	Deli	 	 	 	0100-0300	 	 	 	2100-2300	 	 	 	 	 	0400-0600
	 	 	Produce	 	 	 	2200-0001	 	 	 	2100-2300	 	 	 	 	 	0400-0600

  

 5 









	 Account #

	 	 Store

	 	 Sunday

	 	 Monday

	 	 Tuesday

	 	 Wednesday

	 	 Thursday

	 	 Friday

	 	 Saturday


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 33559
	 	Bellevue	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Grocery	 	 	 	0600-0800	 	 	 	0500-0700	 	 	 	0100-0300	 	 
	 	 	Gm	 	 	 	 	 	 	 	0500-0700	 	 	 	0100-0300	 	 
	 	 	Frozen	 	 	 	0800-1000	 	 	 	 	 	0800-1000	 	 	 	 
	 	 	Deli	 	 	 	0600-0800	 	 	 	0800-1000	 	 	 	 	 	0600-0800
	 	 	produce	 	 	 	0600-0800	 	0600-0800	 	0800-1000	 	 	 	0600-0800	 	0600-0800
	 33561
	 	Tukwila	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	 	 	 	 	0400-0600	 	 	 	 	 	0001-0200
	 	 	gm	 	 	 	 	 	 	 	0400-0600	 	 	 	 	 	0001-0200
	 	 	frozen	 	 	 	0700-0900	 	 	 	 	 	0400-0600	 	 	 	 
	 	 	deli	 	 	 	0400-0600	 	 	 	0400-0600	 	 	 	 	 	0001-0200
	 	 	produce	 	 	 	0400-0600	 	 	 	0400-0600	 	 	 	 	 	0001-0200
	 33562
	 	Ballard	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	 	 	 	 	0500-0700	 	 	 	 	 	0600-0800
	 	 	gm	 	 	 	 	 	 	 	0500-0700	 	 	 	 	 	0600-0800
	 	 	frozen	 	 	 	0500-0700	 	 	 	 	 	0700-0900	 	 	 	 
	 	 	deli	 	 	 	0500-0700	 	 	 	0500-0700	 	 	 	 	 	0600-0800
	 	 	produce	 	 	 	0500-0700	 	 	 	0500-0700	 	 	 	 	 	0600-0800
	 33563
	 	Bremerton	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	 	 	 	 	0600-0800	 	 	 	 	 	0600-0800
	 	 	gm	 	 	 	 	 	 	 	0600-0800	 	 	 	 	 	0600-0800
	 	 	frozen	 	 	 	1000-1200	 	 	 	0600-0800	 	 	 	0800-1000	 	 
	 	 	deli	 	 	 	0700-0900	 	 	 	0600-0800	 	 	 	0800-1000	 	 
	 	 	produce	 	 	 	0700-0900	 	 	 	0600-0800	 	 	 	0800-1000	 	 
	 33564
	 	Boise	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	0900-1100	 	 	 	 	 	0900-1100	 	 	 	 
	 	 	gm	 	 	 	0900-1100	 	 	 	 	 	 	 	 	 	 
	 	 	frozen	 	 	 	0900-1100	 	 	 	 	 	0900-1100	 	 	 	 
	 	 	deli	 	 	 	0900-1100	 	 	 	1000-1200	 	 	 	1000-1200	 	 
	 	 	produce	 	 	 	0900-1100	 	 	 	1000-1200	 	 	 	1000-1200	 	 
	 33566
	 	Vancouver	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	 	 	0200-0400	 	 	 	0200-0400	 	 	 	0200-0400
	 	 	gm	 	 	 	 	 	0200-0400	 	 	 	0200-0400	 	 	 	0200-0400
	 	 	frozen	 	 	 	 	 	 	 	 	 	 	 	0200-0400	 	 

  

 6 









	 Account #

	 	 Store

	 	 Sunday

	 	 Monday

	 	 Tuesday

	 	 Wednesday

	 	 Thursday

	 	 Friday

	 	 Saturday


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	deli	 	 	 	0200-0400	 	 	 	0200-0400	 	 	 	0200-0400	 	 
	 	 	produce	 	 	 	0200-0400	 	 	 	0200-0400	 	 	 	0200-0400	 	0100-0300
	 33577
	 	Tigard	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	2300-0100	 	 	 	2300-0100	 	 	 	2300-0100	 	 
	 	 	gm	 	 	 	2300-0100	 	 	 	2300-0100	 	 	 	2300-0100	 	 
	 	 	frozen	 	 	 	 	 	0300-0500	 	 	 	 	 	0300-0500	 	 
	 	 	deli	 	 	 	 	 	0300-0500	 	 	 	0300-0500	 	 	 	0300-0500
	 	 	produce	 	 	 	0300-0500	 	 	 	0300-0500	 	 	 	0300-0500	 	 
	 33573
	 	Spokane	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	1200-1400	 	 	 	1200-1400	 	 	 	1200-1400	 	 
	 	 	gm	 	 	 	1200-1400	 	 	 	1200-1400	 	 	 	1200-1400	 	 
	 	 	frozen	 	 	 	1200-1400	 	 	 	1200-1400	 	 	 	 	 	 
	 	 	deli	 	 	 	1200-1400	 	 	 	1200-1400	 	 	 	1200-1400	 	 
	 	 	produce	 	 	 	1200-1400	 	 	 	1200-1400	 	 	 	1200-1400	 	 
	 33574
	 	Yakima	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	0800-1000	 	 	 	0800-1000	 	 	 	0800-1000	 	 
	 	 	gm	 	 	 	0800-1000	 	 	 	0800-1000	 	 	 	0800-1000	 	 
	 	 	frozen	 	 	 	0800-1000	 	 	 	0800-1000	 	 	 	 	 	 
	 	 	deli	 	 	 	0800-1000	 	 	 	0800-1000	 	 	 	0800-1000	 	 
	 	 	produce	 	 	 	0800-1000	 	 	 	0800-1000	 	 	 	0800-1000	 	 
	 33575
	 	Richland	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	0900-1100	 	 	 	0900-1100	 	 	 	0900-1100	 	 
	 	 	gm	 	 	 	0900-1100	 	 	 	0900-1100	 	 	 	0900-1100	 	 
	 	 	frozen	 	 	 	0900-1100	 	 	 	0900-1100	 	 	 	 	 	 
	 	 	deli	 	 	 	0900-1100	 	 	 	0900-1100	 	 	 	0900-1100	 	 
	 	 	produce	 	 	 	0900-1100	 	 	 	0900-1100	 	 	 	0900-1100	 	 
	 33560
	 	Sacramento	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	1700-1900	 	 	 	1700-1900	 	1700-1900	 	1700-1900	 	 
	 	 	gm	 	 	 	1700-1900	 	 	 	1700-1900	 	1700-1900	 	1700-1900	 	 
	 	 	frozen	 	 	 	 	 	1700-1900	 	1700-1900	 	 	 	1700-1900	 	 
	 	 	deli	 	 	 	1700-1900	 	 	 	1700-1900	 	 	 	1700-1900	 	 
	 33565
	 	Chico	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	 	 	1600-1800	 	 	 	1600-1800	 	 	 	1600-1800
	 	 	gm	 	 	 	 	 	1600-1800	 	 	 	1600-1800	 	 	 	1600-1800

  

 7 









	 Account #

	 	 Store

	 	 Sunday

	 	 Monday

	 	 Tuesday

	 	 Wednesday

	 	 Thursday

	 	 Friday

	 	 Saturday


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	frozen	 	 	 	 	 	1600-1800	 	 	 	1600-1800	 	 	 	1600-1800
	 	 	deli	 	 	 	 	 	1600-1800	 	 	 	1600-1800	 	 	 	1600-1800
	 33567
	 	Oakland	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	2200-0001	 	 	 	2200-0001	 	 	 	2200-0001	 	 
	 	 	gm	 	 	 	2200-0001	 	 	 	2200-0001	 	 	 	2200-0001	 	 
	 	 	frozen	 	 	 	2200-0001	 	 	 	2200-0001	 	 	 	2200-0001	 	 
	 	 	deli	 	 	 	2200-0001	 	 	 	2200-0001	 	 	 	2200-0001	 	 
	 33569
	 	Modesto	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	 	 	0300-0500	 	 	 	0300-0500	 	 	 	0300-0500
	 	 	gm	 	 	 	 	 	0300-0500	 	 	 	 	 	 	 	0300-0500
	 	 	frozen	 	 	 	 	 	0300-0500	 	 	 	 	 	 	 	0300-0500
	 	 	deli	 	 	 	 	 	0300-0500	 	 	 	 	 	 	 	0300-0500
	 33570
	 	San Fran	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	 	 	0100-0300	 	 	 	 	 	0100-0300	 	 
	 	 	gm	 	 	 	 	 	0100-0300	 	 	 	 	 	0100-0300	 	 
	 	 	frozen	 	 	 	 	 	0100-0300	 	 	 	 	 	0100-0300	 	 
	 	 	deli	 	 	 	 	 	0100-0300	 	 	 	 	 	0100-0300	 	 
	 33571
	 	San Jose	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	2000-0001	 	 	 	2000-0001	 	 	 	2000-0001	 	 
	 	 	gm	 	 	 	2000-0001	 	 	 	2000-0001	 	 	 	2000-0001	 	 
	 	 	frozen	 	 	 	2000-0001	 	 	 	 	 	 	 	2000-0001	 	 
	 	 	deli	 	 	 	2000-0001	 	 	 	 	 	 	 	2000-0001	 	 
	 33572
	 	Yuba City	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	1800-2000	 	 	 	 	 	1800-2000	 	 	 	 
	 	 	gm	 	 	 	1800-2000	 	 	 	 	 	1800-2000	 	 	 	 
	 	 	frozen	 	 	 	1800-2000	 	 	 	 	 	1800-2000	 	 	 	 
	 	 	deli	 	 	 	1800-2000	 	 	 	 	 	1800-2000	 	 	 	 
	 33576
	 	Santa Rosa	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	grocery	 	 	 	 	 	 	 	0500-0700	 	 	 	 	 	0500-0700
	 	 	gm	 	 	 	 	 	 	 	0500-0700	 	 	 	 	 	0500-0700
	 	 	frozen	 	 	 	 	 	 	 	0500-0700	 	 	 	 	 	0500-0700
	 	 	deli	 	 	 	 	 	 	 	0500-0700	 	 	 	 	 	0500-0700

  

 8 








 EXHIBIT F 
  
 UWG reports 
  

	 Reports—current
	  	 Notes

	 Stock Status Report as currently produced
	  	 
	 Future Ship Report with changes to include both OMNI and Marwood items
	  	 Currently separate report

	 Quarterly/Yearly Item purchase reports with vendor info with changes to include OMNI and Marwood items
	  	 Currently separate report

	 Daily/Weekly item out report.
	  	 
	 Weekly Service Level report by department, buyer, and item combining OMNI and Marwood items and totals as is being developed
	  	 
	 New/Discontinued Item report
	  	 
	 Dairy quarterly/YTD purchase report by item, store and total
	  	 
	 Dairy report for DSD gallon milk by store by item
	  	 
	 Weekly DARTS/credits issued reports
	  	 
	 Keep track reports
	  	 
	 Top 40 HQ detail C&C sales-Shows C&C purchases by department against UWG projections weekly and YTD
	  	 
	 Hot Sheet Tracker—Shows performance of ad items actual to committed
	  	 In development. Measure

		
	Reports to develop for contract compliance	  	 
	 Compliance report as required in sect. 3B. Should be generated monthly and include current month and YTD numbers
	  	 
		
	Reports to develop for cost control better management	  	 
	 Weekly/YTD truck cube report
	  	 
	 Weekly/YTD delivery time report
	  	 
	 Delivery schedules
	  	 
	 Quarterly report showing all items by department that Unified considers Cash&Carry Unique
	  	 
	 Quarterly Special order report with movement by store, cost, vendor
	  	 
		
	Electronic files & downloads—current	  	 
	 Electronic invoices
	  	 
	 Electronic statement file
	  	 
	 Electronic payment
	  	 
	 SFI/UWG item cross reference file
	  	 We send this, which UW

	 Weekly item info verify file
	  	 
	 Daily item file
	  	 
	 Weekly cost verify reports
	  	 
	 Daily electronic item deal information
	  	 
	 Daily item cost file
	  	 Needs to be changed to

		
	Electronic flies & downloads to develop	  	 
	 Cost feeds and verification on special order items
	  	 
		
	 	  	 

  
 Financial Reports as
provided In Section 15 of the Agreement. 







 [SMART & FINAL LETTERHEAD] 
  

	 Donald G. Alvarado
 Senior Vice President
 General Counsel
 (323) 869-7697
	 	 600 Citadel Drive
 Commerce, California 90040
 Telefax (323) 869-7862
 don.alvarado@smartandfinal.com

	 	 	 
	 	 	 May 14, 2003


  
 Robert M. Ling, Jr. 
 Unified Western Grocers, Inc. 
 5200 Sheila Street 
 Commerce, CA 90040 
  

	 	Re:	 	Supply Agreement Between Unified Western Grocers, Inc. and Smart & Final Oregon, Inc. 

  
 Dear Bob: 
  
 This letter will confirm the mutual understanding of the parties with respect to the obligations of Smart & Final Oregon, Inc. and Smart & Final
Stores Corporation under the supply agreement. 
  
 As I have
represented to you, Smart & Final Stores Corporation owns all of the outstanding stock of Smart & Final Oregon, Inc., and although Smart & Final Oregon, Inc. will be the contracting party under the supply agreement, since all of its
stock is held by Smart & Final Stores Corporation, the full faith and credit of Smart & Final Stores Corporation stands behind the supply agreement as it has since 1998. 
  
 This will also serve to confirm that I have the authority of the Board of Directors of Smart & Final Stores Corporation
to provide you with this representation. 
  

	Sincerely,
	
	/s/    DONALD G. ALVARADO        
	

	Donald G. Alvarado









 TERMINATION AGREEMENT 
  
 This termination agreement (“Agreement”) is made and entered into as of this 14 day of May, 2003 by and between
Smart & Final Stores Corporation, a California corporation (“SFI”), and Unified Western Grocers, Inc., a California corporation (“UWG”). 
  

R E C I T A L S 
  
 A. SFI and Certified Grocers of California, Ltd. (“Certified”) are parties to an agreement to sell and purchase real property and escrow
instructions dated September 12, 1997, as amended by a first amendment thereto dated as of April 6, 1998 (collectively, the “Purchase Agreement”). 
  
 B. Section 8.1.2 of the Purchase Agreement granted Certified a right of first refusal (the “Right of First Refusal”) to sublease from SFI
certain space in the property (the ”Property”) described in Exhibit “A” attached hereto on the terms set forth in the Purchase Agreement. 
  
 C. Section 8.1.3 of the Purchase Agreement granted Certified a one-time option (the “Option”) to purchase the Property described in Exhibit
“A” attached hereto from SFI on the terms set forth in the Purchase Agreement. 
  
 D. UWG is the successor to Certified under the Purchase Agreement. 
  
 E. The Property also is subject to a right of first refusal to purchase said land (the “Deed Restriction”) as contained in a deed from Central
Manufacturing District, Inc. to Certified. recorded in the official records of Los Angeles County, California on March 3, 1950 as Instrument No. 1484. 
  
 F. Smart & Final Oregon, Inc. (“SFI Oregon), an affiliate of SFI, and UWG are parties to a supply agreement of even date (the “Supply
Agreement”), pursuant to which UWG has agreed to supply various food, dry goods and support services to SFI Oregon. In connection with the execution of the Supply Agreement, UWG and SFI Oregon have agreed that the Right of First Refusal and the
Option contained in the Purchase Agreement shall be terminated on the terms set forth below, and that UWG will indemnify SFI and hold it harmless from the Deed Restriction. 
  
 NOW, THEREFORE, in consideration of the foregoing recitals and for other valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows: 
  
 1. Termination of Right of First Refusal. The parties hereby terminate the Right of First Refusal granted to Certified pursuant to Section 8.1.2 of the Purchase Agreement, and agree that any and all rights of first refusal to lease
space in the Property hereby are terminated. 
  
 2. Termination
of Option. The parties hereby terminate the Option granted to Certified pursuant to section 8.1.3 of the Purchase Agreement, and agree that any and all options to acquire or repurchase the Property hereby are terminated. 







 3. Indemnification with Respect to Deed Restriction. UWG hereby agrees fully and forever to
indemnify, defend and hold harmless SFI from and against any and all claims, demands, damages, losses, liabilities, actions, causes of action, suits, judgments, costs and expenses (including litigation costs and reasonable attorneys’ fees)
arising out of, related to, or connected with any and all claims which may be made by Central Manufacturing District, Inc. or its successor under the Deed Restriction. 
  
 4. Payment in Lieu of Extension of Supply Agreement. In consideration of termination of the Right of First Refusal,
termination of the Option, and the indemnification with respect to the Deed Restriction, and provided that the Supply Agreement still is in full force and effect and UWG is not in default thereunder, SFI agrees that in the event SFI Oregon does not
exercise the first of its two successive one-year options to extend the term of the Supply Agreement as provided in Section 7 of the Supply Agreement, then within thirty (30) days after the termination of the initial term of the Supply Agreement,
SFI will pay UWG ** Dollars ($**). In addition, if SFI Oregon exercises its first one-year option to extend the term of the Supply Agreement, but does not exercise its second one-year option to extend the term of the Supply Agreement as provided in
Section 7 of the Supply Agreement, then within thirty (30) days after expiration of the extended term of the Supply Agreement, SFI will pay UWG the sum of ** Dollars ($**). In the event SFI Oregon exercises both options to extend the term of the
Supply Agreement, then no payments will be due to UWG pursuant to this section. 
  
 5. Entire Agreement; Modification. This Agreement, including all exhibits, constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements and understandings of the parties in connection herewith. No supplement, modification or amendment of this Agreement shall be effective unless executed in writing by all of the parties hereto. 
  
 6. Further Assurance. Each party agrees that upon the request of the
other it will, from time to time, execute and deliver to such other party all such instruments and documents of further assurance or otherwise, and will do any and all such acts and things, as reasonably may be required to carry out the obligations
of such party hereunder and consummate the transactions contemplated hereby. 
  
 7. Headings. The headings of this Agreement are included for purposes of reference and convenience only and shall not limit or otherwise affect the construction or interpretation of any of the provisions of
this Agreement. 
  
 8. Counterparts. This Agreement may be
executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. 
  
 9. Successors and Assigns. This Agreement shall be binding upon and enforceable by, and shall inure to the benefit of, the parties hereto and their
respective successors and assigns. 
  

	[**]	 	= Certain information on this page has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions.


  

 2 








 10. Severability. In the event any portion of this Agreement shall be declared by any court of
competent jurisdiction to be invalid, illegal or unenforceable, such portion shall be deemed severed from this Agreement, and the remaining parts hereof shall remain in full force and effect, as fully as though such invalid, illegal or unenforceable
portion had never been a part of this Agreement. 
  
 11.
Attorneys’ Fees. In the event of the brining of any action by either party hereto against the other party arising out of this Agreement, the party who is determined to be the prevailing party shall be entitled to recover from the other
party all costs and expenses of suit, including reasonable attorneys’ fees. 
  
 12. Governing Law. This Agreement shall be governed by and construed under the law of the State of California, disregarding any principles of conflicts of law that would otherwise provide for the application of
the substantive law of another jurisdiction. 
  
 IN WITNESS
WHEREOF, the parties have executed this Agreement as of the day and year first above written. 
  

	 SMART & FINAL STORES
CORPORATION
 a California corporation
 (“SFI”)

		
	 By:
	 	 /s/    ROSS E.
ROEDER  


	 	 	 Its:
	 	CEO


  

	 UNIFIED WESTERN GROCERS,
INC.
 a California corporation
 (“UWG”)

		
	 By:
	 	 /s/    ALFRED PLAMANN


	 	 	 Its:
	 	CEO


  

 3 









	 STATE OF CALIFORNIA
	 	 )

	 	 	 )

	 COUNTY OF LOS ANGELES
	 	 )


  
 ON MAY 14, 2003 BEFORE ME, SARA
ALVAREZ, NOTARY PUBLIC, PERSONALLY APPEARED ROSS E. ROEDER, PERSONALLY KNOWN TO ME TO BE THE PERSON WHOSE NAME IS SUBSCRIBED TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE EXECUTED THE SAME IN HIS AUTHORIZED CAPACITY AND THAT BY HIS
SIGNATURE ON THE INSTRUMENT THE PERSON OR THE ENTITY UPON BEHALF OF WHICH THE PERSON ACTED, EXECUTED THE INSTRUMENT. 
  
 WITNESS my hand and official seal. 
  
  

	 /s/    SARA
ALVAREZ        

	 	 	 	[NOTARY STAMP]
	 SARA ALVAREZ, NOTARY PUBLIC
	 	 	 	 

  
 My
Commission expires on: October 31, 2006 







 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT 
  

	 State of California
	 	 )

	 	 	 ) ss.

	 County of Los Angeles
	 	 )


  
 On May 14, 2003 before me, Sossi A.
Andonian 
  
 personally appeared Alfred A. Plamann 
  
 Personally known to me to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the person or the entity upon behalf of which the person acted, executed the instrument. 
  

	Witness my hand and official seal
	
	 /s/    SOSSI A.
ANDONIAN    




  







 EXHIBIT “A” 
  
 NEW LOT A: 
  
 THOSE PORTIONS OF LOTS 72 AND 73 OF THE RANCHO LAGUNA, SO-CALLED IN THE RANCHO SAN ANTONIO, IN THE CITY OF COMMERCE, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN
ON THE MAP FILED AS “EXHIBIT A” IN SUPERIOR COURT, CASE NO. B25296, A CERTIFIED COPY OF WHICH IS RECORDED IN BOOK 6387 PAGE 1, ET SEQ., OF DEEDS, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, STATE OF CALIFORNIA, AND THAT
PORTION OF CANFIELD AVENUE, VACATED BY ORDER OF THE BOARD OF SUPERVISORS OF SAID COUNTY, A COPY OF WHICH ORDER IS RECORDED IN BOOK 10430 PAGE 32, OFFICIAL RECORDS, DESCRIBED AS A WHOLE AS FOLLOWS: 
  
 BEGINNING AT A POINT IN THE SOUTHERLY LINE OF SHEILA STREET, AS DESCRIBED IN THE DEED TO THE
COUNTY OF LOS ANGELES, RECORDED IN BOOK 3792 PAGE 28, OFFICIAL RECORDS OF SAID COUNTY, DISTANT SOUTH 67° 42’ 45” EAST 736.76 FEET THEREON FROM THE INTERSECTION OF SAID SOUTHERLY LINE WITH THE SOUTHERLY PROLONGATION OF THE WESTERLY LINE
OF TRACT NO. 9937, AS PER MAP RECORDED IN BOOK 139 PAGE 60 OF MAPS, RECORDS OF SAID COUNTY; THENCE ALONG SAID SOUTHERLY LINE SOUTH 67° 42’ 45” EAST, 758.37 FEET TO THE SOUTHWESTERLY LINE OF EASTERN AVENUE, AS DESCRIBED IN THE DEED TO
THE COUNTY OF LOS ANGELES, RECORDED IN BOOK 10624 PAGE 172, OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG SAID SOUTHWESTERLY LINE SOUTH 41° 22’ 00” EAST 21.51 FEET; THENCE CONTINUING ALONG SAID SOUTHWESTERLY LINE SOUTH 15° 01’
05” EAST, 529.17 FEET TO THE BEGINNING OF A TANGENT CURVE THEREIN, CONCAVE WESTERLY, AND HAVING A RADIUS OF 400 FEET; THENCE, SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 37° 18’ 15”, 260.43 FEET; THENCE ALONG THE
WESTERLY LINE OF SAID EASTERN AVENUE SOUTH 22° 17’ 10” WEST, 298.04 FEET TO THE SOUTHERLY LINE OF SAID LOT 72; THENCE ALONG SAID SOUTHERLY LIEN AND THE WESTERLY PROLONGATION THEREON AND THE SOUTHERLY LINE OF SAID LOT 73 NORTH 67°
42’ 45” WEST, 1180.20 FEET TO A LINE PARALLEL WITH AND 167.34 FEET NORTHWESTERLY OF THE NORTHWESTERLY LINE OF THAT CERTAIN PROPERTY CONVEYED TO CERTIFIED GROCERS OF CALIFORNIA, LTD., BY THE DEED RECORDED IN BOOK 23433 PAGE 357; OFFICIAL
RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID LOS ANGELES COUNTY; THENCE ALONG SAID PARALLEL LINE NORTH 22° 17’ 15” EAST 970.91 FEET TO THE POINT OF BEGINNING. 
  
 EXCEPT ALL OIL, GAS AND OTHER PETROLEUM OR MINERAL SUBSTANCES CONTAINED IN SAID LAND BUT WITHOUT RIGHT OF SURFACE ENTRY, AS RESERVED BY
CHANSLOR-CANFIELD MIDWAY OIL COMPANY, A CORPORATION, RECORDED DECEMBER 24, 1943 IN BOOK 20565 PAGE 1, ET SEQ., OF OFFICIAL RECORDS. 
  
 CONTAINING 1,033,675 SQUARE FEET MORE OR LESS 







 EXHIBIT “A” 
  
 MUTUAL RELEASE 
  
 This mutual release (“Mutual Release”) 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”). 
  
 R E C I T A L S 
  
 A. In May 1998, Smart & Final Inc. (“SFI”) and United Grocers, Inc. (“United Grocers”) entered into an asset purchase agreement
pursuant to which, among other things, SFI acquired certain stores and assets from United Grocers. In connection therewith, SFI and United Grocers also entered into a supply agreement (the “Original Supply Agreement”) dated as of May 15,
1998, pursuant to which United Grocers supplied various food products, dry goods and support services to SFI. Supplier is the successor to United Grocers under the Original Supply Agreement, and has assumed and performed all of the obligations and
duties, and obtained all of the benefits, of United Grocers under the Original Supply Agreement. Company is the successor to SFI under the Original Supply Agreement, and has assumed and performed all of the obligations and duties, and obtained all
of the benefits, of SFI under the Original Supply Agreement. 
  
 B. Supplier and Company now intend to enter into a new supply agreement (the “New Supply Agreement”) which will become effective on May 16, 2003, and in connection therewith desire to waive and release any and all claims (other
than claims arising from third party claims as described in section 3) which either party or their predecessors in interest had, now have, or hereafter can, shall or may have against the other relating in any way to the Original Supply Agreement.

  
 NOW, THEREFORE, in consideration of the foregoing recitals and
for other valuable consideration, the parties agree as follows: 
  
 1. Effective upon execution of the New Supply Agreement, Supplier, on its behalf and on behalf of United Grocers and their respective officers, directors, employees and agents, hereby releases Company and SFI, and their respective officers,
directors, employees and agents, of and from any and all damages, claims, demands, causes of action, obligations and liabilities, known or unknown, of every kind and nature, which Supplier or United Grocers had or now have or hereafter can, shall or
may have against Company and SFI relating in any way to the Original Supply Agreement or the obligations of the parties with respect thereto. 
  
 2. Effective upon execution of the New Supply Agreement, Company, on its behalf and on behalf of SFI and their respective officers, directors, employees
and agents, hereby releases Supplier and United Grocers, and their respective officers, directors, employees and agents, of and from any and all damages, claims, demands, causes of action, obligations and liabilities, known or unknown, of every kind
and nature, which Company or SFI had or now have or hereafter can, shall or may have against Supplier and United Grocers relating in any way to the Original Supply Agreement or the obligations of the parties with respect thereto. 







 3. Notwithstanding the foregoing, the releases contained in this Agreement shall not apply to any claims
for contractual or equitable indemnity or for contribution based upon claims made by third parties. 
  
 4. The parties acknowledge that they are familiar with the provisions of section 1542 of the California Civil Code, which provides as follows: 

 
 “A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” 
  
 The parties each hereby expressly waive any and all rights and benefits conferred upon them by section 1542 of the California Civil Code
with respect to those claims, whether known or unknown, which are the subject of this Mutual Release. 
  
 5. The parties represent that in signing this Mutual Release, they do so with full knowledge of any and all rights which they may have, and they do not
rely and have not relied upon any representations of the other party, or its officers, agents or representatives, with regard to any of their rights or asserted rights, and each party hereby assumes the risk of any mistake of fact in connection with
the true facts involved or with regard to any facts which are now unknown to them. The parties further represent that they have consulted and secured independent legal advice and consultation in connection with this Mutual Release and any rights
which they may be relinquishing. 
  
 6. This Mutual Release may be
executed in counterparts. 
  
 7. This Mutual Release shall be
construed in accordance with, and shall be governed by, the laws of the State of California. 
  
 8. This Mutual Release shall be binding upon and enforceable by, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. 
  
 9. In the event of the bringing of any action by either party hereto against
the other arising out of this Mutual Release or the subject matter hereof, the party who is determined to be the prevailing party shall be entitled to recover from the other party all costs and expenses of suit, including reasonable attorneys’
fees. 
  

 2 








 IN WITNESS WHEREOF, the parties have executed this Mutual Release as of the date first set forth above.

  

	 SMART & FINAL OREGON, INC.
 an Oregon corporation
 (“Company”)

		
	 By:
	 	 /s/    ROSS E.
ROEDER        


	 	 	 Its:
	 	CEO


  

	 UNIFIED WESTERN GROCERS,
INC.
 a California corporation
 (“Supplier”)

		
	 By:
	 	 /s/    ALFRED
PLAMANN        


	 	 	 Its:
	 	CEO


  

 3