[LOGO]

Exhibit 4.2.2

AMENDED AND RESTATED LOAN AGREEMENT

THIS AMENDED AND RESTATED LOAN AGREEMENT("Agreement") is made and entered into as of July 7, 2000 by
and betweenARDEN GROUP, INC.a Delaware Corporation ("Borrower") andUNION BANK OF CALIFORNIA,
N.A.,("Bank"). This Agreement amends and restates in its entirety that certain Loan Agreement dated December 23, 1993 and all its amendments including that certain
First Amendment dated October 31, 1994, and that certain Second Amendment dated December 20, 1995, and that certain Third Amendment dated December 18, 1996 and that certain Fourth
Amendment dated January 13, 1997 and that certain Fifth Amendment dated April 30, 1998 (collectively the "Old Agreement") between Bank and Borrower.



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As
used herein the word "Loan" shall mean, collectively, all the credit facilities described above.

As
used herein the word "Note" shall mean, collectively, all the promissory notes described above.

As
used herein, the words "Loan Documents" shall mean all documents executed in connection with this Agreement.



Bank shall not be obligated to disburse all or any portion of the proceeds of the Loan unless at or prior to the time for the making of such disbursement, the
following conditions have been fulfilled to Bank's satisfaction:



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Borrower represents and warrants that:



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Until the Note and all sums payable pursuant to this Agreement or any other of the Loan Documents have been paid in full, unless Bank waives compliance in
writing, Borrower agrees that:



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Until the Note and all other sums payable pursuant to this Agreement or any other of the Loan Documents have been paid in full, unless Bank waives compliance
in writing, Borrower agrees that:



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The occurrence of any of the following events ("Events of Default") shall terminate any obligation on the part of Bank to make or continue the Loan and
automatically, unless otherwise provided under the Note, shall make all sums of interest and principal and any other amounts owing under the Loan immediately due and payable, without notice of
default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or any other notices or demands:



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THIS AGREEMENTis executed on behalf of the parties by duly authorized officers as of the date first above written.

|ARDEN GROUP, INC. ("BORROWER")                                                |                                 | 
|----------------------------------------------------------------------------- | ------------------------------- | 
|By:                                                                           |                                 | 
|Title:                                                                        |                                 | 
|By:                                                                           |                                 | 
|Title:                                                                        |                                 | 
|2020 South Central Avenue
Compton, CA 90220
Fax (310)631-0950                 |                                 | 
|UNION BANK OF CALIFORNIA, N.A. ("BANK")                                       |                                 | 
|By:                                                                           | Gail Boyle Vice President       | 
|By:                                                                           | Gregory Dubansky Credit Officer | 
|445 South Figueroa Street, 10th Floor
Los Angeles, CA 90071
Fax (310)236-7637

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