Exhibit 4.(i)(6)
AGREEMENT AS TO SHARES
7-Eleven, Inc.
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
March 16, 2000
IYG Holding Company
c/o Xxxxxx Xxxxxxx
Shearman & Sterling
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Ito-Yokado, Co., Ltd.
0-0-0, Xxxxxxxxx
Xxxxxx-Xx, Xxxxx 000
Xxxxx
Attention: President
Seven-Eleven Japan Co., Ltd.
0-0-0, Xxxxxxxxx
Xxxxxx-Xx, Xxxxx 000
Xxxxx
Attention: Chairman
Ladies and Gentlemen:
Reference is made to (i) the Registration Rights Agreement
dated as of November 22, 1995 (the "1995 Agreement") between Ito-Yokado,
Co., Ltd. ("IY"), Seven-Eleven Japan Co., Ltd. ("SEJ") and 7-Eleven,
Inc. ("7-Eleven"), (ii) the Registration Rights Agreement dated as of
February 26, 1998 (the "1998 Agreement" and, together with the 1995
Agreement, the "Registration Rights Agreements") between IY, SEJ and 7-
Eleven and (iii) the 266,937,933 shares of 7-Eleven's common stock
currently held by IYG Holding Company ("IYG Shares").
On March 16, 2000, IYG Holding Company ("IYG") intends to
purchase from 7-Eleven $540 Million of 7-Eleven's common stock at $4.75 a
share ("Stock Purchase"). IY and SEJ, which companies together own 100%
of IYG, intends to provide IYG with the funds (the "Funding") to make the
Stock Purchase by purchasing 51% and 49%, respectively, of additional
common stock of IYG.
Tab 2
In connection with the Stock Purchase and the Funding, 7-Eleven
hereby requests, and by executing this document at the space provided
below each of IY, SEJ and IYG hereby agree as follows:
(i) IY and SEJ agree not to exercise any and all registration
rights with respect to any of their Registrable Securities (as
defined in the Registration Rights Agreements) in connection
with the Stock Purchase pursuant to Section 2.1 and 2.2 of each
Registration Rights Agreement;
(ii) IYG agrees not to offer, sell, contract to sell, pledge, grant any
option to purchase, make any short sale or otherwise dispose of
the IYG Shares for the nine months following the consummation of
the Stock Purchase; and
(iii) IY and SEJ agree to waive any notice requirements relating to the
Stock Purchase arising under either Registration Rights Agreement.
Except as specifically provided herein, the rights held by IY and SEJ
pursuant to the Registration Rights Agreements shall continue in full force and
effect, as set forth in the Registration Rights Agreements.
This waiver may be executed by the parties hereto in separate
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned has executed this
agreement as of this 16th day of March, 2000.
7-ELEVEN, INC.
By /s/ Xxxx Xxxxxxxx
------------------------
Name: Xxxx Xxxxxxxx
Title: Treasurer
Acknowledged and Agreed:
ITO-YOKADO, CO., LTD.
By /s/ Xxxxxx X. Xxxxxxx
---------------------
Name: Xxxxxx X. Xxxxxxx
Title: Attorney-In-Fact
SEVEN-ELEVEN JAPAN CO., LTD.
By /s/ Xxxxxx X. Xxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxx
Title: Attorney-In-Fact
IYG HOLDING COMPANY
By /s/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Attorney-In-Fact
