Reaffirmation Agreement dated as of November 18, 2004



 Exhibit 10.53 
  
 REAFFIRMATION AGREEMENT 
  
 This REAFFIRMATION AGREEMENT, dated as of November 18, 2004 (this “Agreement”), is among each of the signatories listed as a
“Grantor” on the signature pages hereto (the “Grantors”), Wells Fargo Bank Northwest, National Association, not individually, but solely as Owner Trustee under S&F Trust 1998-1 (the “Owner Trustee”),
and BNP PARIBAS, as administrative agent for the Lender Parties referred to in the Amended and Restated Credit Agreement described below (in such capacity, the “Administrative Agent”). 
  
 PRELIMINARY STATEMENTS 
  
 A. Smart & Final Inc. (the “Borrower”), the lenders
party thereto (the “Lenders”), the Administrative Agent, BNP Paribas Securities Corporation, as lead arranger and book manager, Union Bank of California, N.A., as syndication agent, and Natexis Banques Populaires and Cooperative
Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, as documentation agents, have entered into an Amended and Restated Credit Agreement dated as of November 18, 2004 (together with all Exhibits and Schedules
thereto and as amended, amended and restated, supplemented, replaced or otherwise modified from time to time, the “Amended and Restated Credit Agreement”), which amended and restated in full the Credit Agreement dated as of November
30, 2001 (the “Original Credit Agreement”), among the Borrower, the lenders party thereto, Harris Trust & Savings Bank, as syndication agent, Cooperative Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”,
New York Branch, as documentation agent, and the Administrative Agent. Capitalized terms used but not otherwise defined herein are used with the meanings attributed thereto in the Amended and Restated Credit Agreement. 
  
 B. The Grantors (other than the Borrower) are party to the Guaranty dated as
of November 30, 2001 (as amended, amended and restated, supplemented, replaced or otherwise modified from time to time, the “Guaranty”) in favor of the Administrative Agent. 
  
 C. The Grantors and the Administrative Agent are party to (i) the Pledge
Agreement dated as of November 30, 2001 (as amended, amended and restated, supplemented, replaced or otherwise modified from time to time, the “Pledge Agreement”) and (ii) the Security Agreement dated as of November 30, 2001 (as
amended, amended and restated, supplemented, replaced or otherwise modified from time to time, the “Security Agreement”). 
  
 D. The Borrower, the Owner Trustee and the Administrative Agent are party to the Subordinate Security Agreement dated as of November 30, 2001 (as amended,
amended and restated, supplemented, replaced or otherwise modified from time to time, the “Subordinate Security Agreement”). 
  
 E. In connection with the amendment and restatement of the Original Credit Agreement pursuant to the Amended and Restated Credit Agreement, the Borrower
has requested that the Administrative Agent consent to certain conforming changes to the Guaranty, the Pledge Agreement, the Security Agreement and the Subordinate Security Agreement, and the Grantors and the Owner Trustee have agreed to reaffirm
their obligations under the Guaranty, the Pledge Agreement, the Security Agreement and the Subordinate Security Agreement (to the extent each is a party thereto). 







 NOW, THEREFORE, in consideration of the premises and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
  
 1. Amendments. 
  
 (a) The
Pledge Agreement is hereby amended by (i) replacing each reference therein to the “Closing Date” with “Original Closing Date” and (ii) replacing each of the schedules thereto with the schedules attached hereto as Annex I.

  
 (b) The Security Agreement is hereby amended by (i) adding the
following sentence to the end of Section 7.1(a)(v) of the Security Agreement: “The Collateral Agent agrees that it shall not apply any such balance from any Deposit Account, instruct any bank at which any Deposit Account is maintained to pay
the balance of any Deposit Account to or for the benefit of the Collateral Agent or issue any other instructions with respect to any Deposit Account, in each case unless an Event of Default shall have occurred and be continuing.” and (ii)
replacing each of the schedules thereto with the schedules attached hereto as Annex II. 
  
 2. Reaffirmation of Guaranty. Each of the undersigned Grantors hereby acknowledges that it has reviewed the terms and provisions of the Amended and Restated Credit Agreement and consents to the amendments and
modifications effected thereby. Each of the undersigned Grantors (other than the Borrower) hereby agrees and confirms, both before and after giving effect to the amendment and restatement of the Original Credit Agreement pursuant to the Amended and
Restated Credit Agreement, that it is a party to and is bound by the Guaranty as a guarantor thereunder, by virtue of its having been an original signatory thereto. The Guaranty is and shall continue to be in full force and effect and is hereby in
all respects ratified and confirmed. 
  
 3. Reaffirmation of
Collateral Documents. Each of the undersigned Grantors hereby agrees and confirms, both before and after giving effect to the amendment and restatement of the Original Credit Agreement pursuant to the Amended and Restated Credit Agreement, that
it is a party to and is bound by the Pledge Agreement, the Security Agreement and, to the extent each is a party thereto, each other Collateral Document as a grantor of collateral thereunder, by virtue of its having been an original signatory
thereto. Each of the Collateral Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. 
  
 4. Reaffirmation of Subordinate Security Agreement. The Owner Trustee hereby agrees and confirms, both before and after giving effect to the
amendment and restatement of the Original Credit Agreement pursuant to the Amended and Restated Credit Agreement, that it is a party to and is bound by the Subordinate Security Agreement as a grantor of collateral thereunder, by virtue of its having
been an original signatory thereto. The Subordinate Security Agreement is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. 







 5. Reaffirmation of Grant of Security Interest. Without limiting the generality of the foregoing,
each of the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Secured Obligations under and as defined therein. Each of the undersigned Grantors and the Owner Trustee hereby reaffirms
its grant of, and hereby grants, a security interest in the Collateral to the Administrative Agent for the ratable benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due of the Secured
Obligations under and as defined in each Collateral Document. 
  
 6. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. 
  
 7. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. 
  
 8.
Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA. 
  
 [signature pages follow] 







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

			
	Grantors:
	
	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


  
 Reaffirmation 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


  
 Reaffirmation Agreement









			
	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
	
	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


  
 Reaffirmation Agreement









			
	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
	
	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


  
 Reaffirmation Agreement









			
	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not individually, but solely as the Owner Trustee under S&F Trust 1998-1
		
	By:	 	 /s/ Val T. Orton


	Name:	 	Val T Orton
	Title:	 	Vice President


  
 Reaffirmation Agreement









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


	Name:	 	Clive Bettles
	Title:	 	Managing Director
		
	By:	 	 /s/ Janice S. Ho


	Name:	 	Janice S. Ho
	Title:	 	Director


  
 Reaffirmation Agreement