Trademark Security Agreement dated as of November 18, 2004



 Exhibit 10.54 
  
 TRADEMARK SECURITY AGREEMENT 
  

This TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of November 18, 2004, is made among Smart & Final Inc., a Delaware
corporation (the “Borrower”), American Foodservice Distributors, a California corporation (“Foodservice”), Smart & Final Stores Corporation, a California corporation (“S&F Stores”), Smart
& Final Oregon, Inc., an Oregon corporation (“Oregon”), Port Stockton Food Distributors, Inc., a California corporation (“Port Stockton”), Casino Frozen Foods, Inc., a California corporation (“Casino
Foods”), Amerifoods Trading Company, a Florida corporation (“Amerifoods”), FoodServiceSpecialists.com, Inc., an Oregon corporation (“Foodservice Specialists”), Okun Produce International, Inc., a Florida
corporation (“Okun”), and HL Holding Corporation, a Nevada corporation (“HL Holding”) (collectively, the “Grantors”), and BNP PARIBAS, as Administrative Agent (the “Administrative
Agent”) for each of the Lender Parties. 
  
 W
I T N E S S E T H : 
  
 WHEREAS, pursuant to a Credit Agreement, dated as of November 30, 2001 (as amended and restated as of the date hereof (as so amended and restated, the “Amended and Restated Credit Agreement” and as
the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the various financial institutions as are or may become parties thereto (the
“Lenders”) and the Administrative Agent, the Lender Parties have extended Commitments to make Advances to the Borrower; 
  
 WHEREAS, in connection with the Credit Agreement, the Grantors have executed and delivered a Security Agreement, dated as of November 30, 2001 (as the
same may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”); 
  
 WHEREAS, as a condition precedent to the effectiveness of the Amended and Restated Credit Agreement and the making of Advances thereunder, the Grantors
are required to execute and deliver this Agreement; and 
  
 WHEREAS, the Grantors have duly authorized the execution, delivery and performance of this Agreement; 
  
 NOW THEREFORE, for good and valuable consideration the receipt of which is hereby acknowledged, and in order to induce the Lender Parties to make Advances
to the Borrower pursuant to the Credit Agreement, each Grantor agrees, for the benefit of each Lender Party, as follows. 
  
 SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and
recitals, have the meanings provided (or incorporated by reference) in the Security Agreement. 







 SECTION 2. Grant of Security Interest. For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, to secure all of the Secured Obligations, each Grantor does hereby mortgage, pledge and hypothecate to the Administrative Agent, and grant to the Administrative Agent a security interest in, for its
benefit and the benefit of each Lender Party, all of the following property (the “Trademark Collateral”), whether now owned or hereafter acquired or existing by it: 
  
 (a) all United States, state and foreign trademarks, trade names, corporate names, company names, business
names, fictitious business names, internet domain names, trade styles, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, all registrations and
applications for any of the foregoing, including, but not limited to the registrations and applications referred to in Item A of Attachment I hereto, all extensions or renewals of any of the foregoing, all of the goodwill of the
business connected with the use of and symbolized by the foregoing, the right to sue for past, present and future infringement or dilution of any of the foregoing or for any injury to goodwill, and all proceeds of the foregoing, including, without
limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit (all of the foregoing items in this clause (a) being collectively called a “Trademark”), now existing anywhere in the world or hereafter
adopted or acquired, whether currently in use or not; and 
  
 (b) all agreements providing for the granting of any right in or to Trademarks (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Item B of
Attachment 1 attached hereto. 
  
 SECTION 3. Security
Agreement. This Agreement has been executed and delivered by the Grantors for the purpose of registering the security interest of the Administrative Agent in the Trademark Collateral with the United States Patent and Trademark Office and
corresponding offices in other countries of the world. The security interest granted hereby has been granted as a supplement to, and not in limitation of, the security interest granted to the Administrative Agent for its benefit and the benefit of
each Lender Party under the Security Agreement. The Security Agreement (and all rights and remedies of the Administrative Agent and each Lender Party thereunder) shall remain in full force and effect in accordance with its terms. 
  
 SECTION 4. Acknowledgment. Each Grantor does hereby further
acknowledge and affirm that the rights and remedies of the Administrative Agent with respect to the security interest in the Trademark Collateral granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which
(including the remedies provided for therein) are incorporated by reference herein as if fully set forth herein. 
  
 SECTION 5. Loan Document, etc. This Agreement is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly
indicated herein) be construed, administered and applied in accordance with the terms and provisions of the Credit Agreement. 







 SECTION 6. Counterparts. This Agreement may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. 







 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by
their respective officers thereunto duly authorized as of the day and year first above written. 
  

			
	SMART & FINAL INC.
		
	 By:
	 	 /s/ Richard N. Phegley


	 Name:
	 	 Richard N. Phegley

	 Title:
	 	 Senior Vice President and Chief Financial Officer

		
	 By:
	 	 /s/ Jan P. Berger


	 Name:
	 	 Jan P. Berger

	 Title:
	 	 Vice President and Treasurer

	
	AMERICAN FOODSERVICE DISTRIBUTORS
		
	 By:
	 	 /s/ Richard N. Phegley


	 Name:
	 	 Richard N. Phegley

	 Title:
	 	 Senior Vice President and Chief Financial Officer

		
	 By:
	 	 /s/ Jan P. Berger


	 Name:
	 	 Jan P. Berger

	 Title:
	 	 Vice President and Treasurer



  
 Trademark Security Agreement









			
	SMART & FINAL STORES CORPORATION
		
	 By:
	 	 /s/ Richard N. Phegley


	 Name:
	 	 Richard N. Phegley

	 Title:
	 	 Senior Vice President and Chief Financial Officer

		
	 By:
	 	 /s/ Jan P. Berger


	 Name:
	 	 Jan P. Berger

	 Title:
	 	 Vice President and Treasurer

	
	SMART & FINAL OREGON, INC.
		
	 By:
	 	 /s/ Richard N. Phegley


	 Name:
	 	 Richard N. Phegley

	 Title:
	 	 Senior Vice President and Chief Financial Officer

		
	 By:
	 	 /s/ Jan P. Berger


	 Name:
	 	 Jan P. Berger

	 Title:
	 	 Vice President and Treasurer

	
	PORT STOCKTON FOOD DISTRIBUTORS, INC.
		
	 By:
	 	 /s/ Richard N. Phegley


	 Name:
	 	 Richard N. Phegley

	 Title:
	 	 Senior Vice President and Chief Financial Officer

		
	 By:
	 	 /s/ Jan P. Berger


	 Name:
	 	 Jan P. Berger

	 Title:
	 	 Vice President and Treasurer



  
 Trademark Security Agreement









			
	CASINO FROZEN FOODS, INC.
		
	 By:
	 	 /s/ Richard N. Phegley


	 Name:
	 	 Richard N. Phegley

	 Title:
	 	 Senior Vice President and Chief Financial Officer

		
	 By:
	 	 /s/ Jan P. Berger


	 Name:
	 	 Jan P. Berger

	 Title:
	 	 Vice President and Treasurer

	
	AMERIFOODS TRADING COMPANY
		
	 By:
	 	 /s/ Richard N. Phegley


	 Name:
	 	 Richard N. Phegley

	 Title:
	 	 Senior Vice President and Chief Financial Officer

		
	 By:
	 	 /s/ Jan P. Berger


	 Name:
	 	 Jan P. Berger

	 Title:
	 	 Vice President and Treasurer

	
	FOODSERVICESPECIALISTS.COM, INC.
		
	 By:
	 	 /s/ Richard N. Phegley


	 Name:
	 	 Richard N. Phegley

	 Title:
	 	 Senior Vice President and Chief Financial Officer

		
	 By:
	 	 /s/ Jan P. Berger


	 Name:
	 	 Jan P. Berger

	 Title:
	 	 Vice President and Treasurer



  
 Trademark Security Agreement









			
	OKUN PRODUCE INTERNATIONAL, INC.
		
	 By:
	 	 /s/ Richard N. Phegley


	 Name:
	 	 Richard N. Phegley

	 Title:
	 	 Senior Vice President and Chief Financial Officer

		
	 By:
	 	 /s/ Jan P. Berger


	 Name:
	 	 Jan P. Berger

	 Title:
	 	 Vice President and Treasurer

	
	HL HOLDING CORPORATION
		
	 By:
	 	 /s/ Richard N. Phegley


	 Name:
	 	 Richard N. Phegley

	 Title:
	 	 Senior Vice President and Chief Financial Officer

		
	 By:
	 	 /s/ Jan P. Berger


	 Name:
	 	 Jan P. Berger

	 Title:
	 	 Vice President and Treasurer



  
 Trademark Security Agreement









			
	BNP PARIBAS, as the Administrative Agent
		
	 By:
	 	 /s/ Clive Bettles


	 Name:
	 	 Clive Bettles

	 Title:
	 	 Managing Director

		
	 By:
	 	 /s/ Janice S. Ho


	 Name:
	 	 Janice S. Ho

	 Title:
	 	 Director



  
 Trademark Security Agreement








 ATTACHMENT 1 
 TO TRADEMARK SECURITY AGREEMENT 
  
 Item A.
Trademarks 
  
 Trademark Assets in the United
States 
  

							
	Trademarks owned by Smart & Final Stores Corporation
				
	 Mark

	  	Registered

	  	Filed

	  	 Status


	 BAY HARBOR®
 (Reg. No. 2,704,013)
	  	04/08/2003	  	12/17/2001	  	Renewal due 04/8/2013
	 PRO PRIDE®
 (Reg. No. 2,840,102)
	  	05/11/2004	  	10/30/2002	  	Renewal due 05/11/2014
	 PRO PRIDE®
 (Reg. No. 2,840,101)
	  	05/11/2004	  	10/30/2002	  	Renewal due 5/11/2014
	 PRO PRIDE®
 (Reg. No. 2,840,103)
	  	05/11/2004	  	10/30/2002	  	Renewal due 05/11/2014
	 PRO VALUE®
 (Reg. No. 2,838,632)
	  	05/04/2004	  	03/11/2003	  	Renewal due 05/04/2014
	 PRO VALUETM
 (Serial No. 78/224,385
	  	 	  	03/11/2003	  	 ITU
 Allowed 08/03/2004

	 SEQUANATM
 (Serial No. 78/266,701)
	  	 	  	06/24/2003	  	 Use
 Published 09/14/2004

	 SMART ALLIANCE®
 (Reg. No. 2,877,183)
	  	08/24/2004	  	02/25/2003	  	Renewal due 08/24/2014
	 SMART CASH & CARRYTM
 (Serial No. 78/332,957)
	  	 	  	11/25/2003	  	 Use
 Pending










							
	Trademarks owned by Smart & Final Stores Corporation
				
	 Mark

	  	Registered

	  	Filed

	  	 Status


	 SMART PRO CASH & CARRYTM
 (Serial No. 78/350,892)
	  	 	  	01/12/2004	  	 ITU
 Pending

	 UNITED GROCERS CASH & CARRYTM
 (Serial No. 78/332,954)
	  	 	  	11/25/2003	  	 Use
 Pending

	 PRO VALUE®
 (Reg.
No. 2,834,510)
	  	04/20/2004	  	03/11/2003	  	Renewal due 04/20/2014
	 SMART & FINAL CHEF’S REVIEW TM (& design)
 (Serial No. 78/351,278)
	  	 	  	01/13/2004	  	 Use
 Published 09/30/2004

	 SMART & FINAL CHEF’S REVIEW TM (& design)
 (Serial No. 78/351,266)
	  	 	  	01/13/2004	  	 Use
 Published 09/30/2004

	 SMART & FINAL CHEF’S REVIEW TM (& design)
 (Serial No. 78/333,183)
	  	 	  	11/25/2003	  	 Use
 Published 09/29/2004

	 SMART & FINAL CHEF’S REVIEW TM (& design)
 (Serial No. 78/333,082)
	  	 	  	11/25/2003	  	 Use
 Published 09/29/2004

	 SMART & FINAL CHEF’S REVIEW TM (& design)
 (Serial No. 78/332,956)
	  	 	  	11/25/2003	  	 Use
 Published 09/29/2004

	 SMART & FINAL CHEF’S REVIEW TM (& design)
 (Serial No. 78/332,904)
	  	 	  	11/25/2003	  	 Use
 Pending

	 SMART & FINAL CHEF’S REVIEW TM (& design)
 (Serial No. 78/332,884)
	  	 	  	11/25/2003	  	 Use
 Published 09/29/2004

	 SMART & FINAL CHEF’S REVIEW TM (& design)
 (Serial No. 78/332,863)
	  	 	  	11/25/2003	  	 Use
 Published 09/29/2004









 Foreign Trademark Assets 
  

							
	 Trademark Asset
 (Reg./Serial
No.)

	  	Jurisdiction

	  	 Registrant/Applicant

	  	 Status


	 PRO PRIDE®
 (Reg.
No. 805031)
	  	Mexico	  	 Smart & Final Stores
 Corporation
	  	 Registered 09/08/2003
 Renewal due
04/30/2013

	 PRO PRIDE®
 (Reg.
No. 806032)
	  	Mexico	  	 Smart & Final Stores
 Corporation
	  	 Registered 09/08/2003
 Renewal due
04/30/2013

	 PRO VALUE®
 (Reg.
No. 823105)
	  	Mexico	  	 Smart & Final Stores
 Corporation
	  	 Registered 02/27/2004
 Renewal due
09/11/2013

	 PRO VALUE®
 (Reg.
No. 823106)
	  	Mexico	  	 Smart & Final Stores
 Corporation
	  	 Registered 02/27/2004
 Renewal due
09/11/2013


  
 Item B. Trademark Licenses

  

	1.	Smart & Final Inc., Smart & Final Stores Corporation and American Foodservice Distributors licensed to GFS Holdings, Henry Lee Company, GFS Stores LLC, and GFS Orlando LLC
the following trademarks, the term for these licenses expires as of September 6, 2005: 

  

					
	Ambiance	 	Smart and Final	 	 
	Bay Harbor	 	Smart and Final Iris Co.	 	 
	Davis Lay	 	Smart Buy	 	 
	Dec-O-Toppes	 	Smart Cash	 	 
	Iris	 	Smart Partners	 	 
	La Romanella	 	Smart Pro	 	 
	Montecito	 	Smart Track	 	 
	Pro Pride	 	Smart U	 	 
	Pro Value	 	Smart University	 	 
	Rushing Waters	 	Smarty	 	 
	Smart & Final	 	Snack’rs	 	 
	Smart Advantage	 	Tender-Lee	 	 

 .