EXHIBIT 4.4.1
Xxxx Xxxxxx Xxx 0000
Xxxxx, Xxxxx 00000-0000
000-000-0000
March 3, 1997
American Stores Company
000 Xxxx Xxxxx Xxxxxx
Xxxx Xxxx Xxxx, XX 00000
Attn: Xxxxxxxx XxXxxxxxx and Xxxxxx Xxxx
Dear Xx. XxXxxxxxx and Xx. Xxxx:
Reference is made to the certain Stock Purchase Agreement (the "Stock Purchase
Agreement"), dated February 20, 1997, by and among American Stores Company, a
Delaware corporation (the "Company") and the persons listed on the signature
pages thereto. Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Stock Purchase Agreement. The undersigned is
listed on Schedule 2 to the Stock Purchase Agreement, together with the number
of Shares owned by the undersigned.
The undersigned hereby agrees to become an Additional Seller and to (i) thereby
sell the number of Shares computed in accordance with Section I of the Stock
Purchase Agreement and (ii) be bound by each of the terms, representations,
covenants and obligations applicable to Sellers under the Stock Purchase
Agreement and the Registration Rights Agreement.
The undersigned further agrees that any notices required to be sent to the
undersigned pursuant to the Stock Purchase Agreement and the Registration Rights
Agreement shall be deemed to be validly sent for all purposes of such Agreements
if sent to the attention of the undersigned at the address set forth on the
revised copy of Schedule 2 to the Stock Purchase Agreement enclosed herewith.
This letter agreement is being delivered by the undersigned to the Company and
the Initial Sellers within 10 business days after the date of the Stock Purchase
Agreement.
Please acknowledge your receipt of this letter agreement by executing the
enclosed copy of this letter and returning it to the undersigned. Also please
return to the undersigned an updated and final copy of Schedule 1 to the Stock
Purchase Agreement reflecting the Shares Owned, Repurchased Shares and Payment
Amount applicable to the undersigned.
Very truly yours,
U.S. Bank of Idaho
as Trustee of each of the Trusts listed on the
initialed pages of Schedule 2 attached hereto.
By: /s/ Xxxxxxx X. Xxxxxxxx
______________________________________________
Vice President
Acknowledged and Agreed:
AMERICAN STORES COMPANY
By: /s/ Xxxxxx Xxxx
-----------------------------
Name: Xxxxxx Xxxx
Title: CFO
REVISED SCHEDULE 2
U.S. Bank, As Trustee
U.S. Bank, Successor Trustee, UA dtd 9/13/68 267,884
with Xxxxx Xxx Xxxxxx (Xxxxxxxx)
The Xxxxx Xxx Xxxxxx (Xxxxxxxx) Personal Trust
U.S. Bank, Successor Trustee UA dtd 2/2/66 49,200
with Xxxxxx Xxxxxx Xxxxxxxxx for the
benefit of Xxxxx Xxx Xxxxxx (Xxxxxxxx)
U.S. Bank, Successor Trustee, UA dtd 11/23/83 with 10,352
Xxxxxx Xxxxxx Xxxxxxxxx for the benefit of Xxxxx
X. Xxxxxxx Lifetime Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with 10,140
Xxxxxx Xxxxxx Xxxxxxxxx for the benefit of
Xxxxx Xxxx Xxxxxxx, Age 30 Trust
U.S. Bank, Successor Trustee, UA dtd 11/23/83 With 10,352
Xxxxxx Xxxxxx Xxxxxxxxx for the benefit of Xxxxxxx
Xxx Xxxxxxx Lifetime Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 With 10,140
Xxxxxx Xxxxxx Xxxxxxxxx for the benefit of
Xxxxxxx Xxx Xxxxxxx, Age 30 Trust
U.S. Bank, Successor Trustee, UA dtd 11/23/83 With 10,352
Xxxxxx Xxxxxx Xxxxxxxxx for the benefit of Xxxxxx
Xxx Xxxxxxxx Lifetime Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with 10,140
Xxxxxx Xxxxxx Xxxxxxxxx for the benefit of
Xxxxxx Xxx Xxxxxxxx, Age 30 Trust
U.S. Bank, Successor Trustee, UA dtd 11/23/83 With 10,352
Xxxxxx Xxxxxx Xxxxxxxxx for the benefit of Xxxxxxx
Xxxxxxxx Lifetime Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with 9,680
Xxxxxx Xxxxxx Xxxxxxxxx for the benefit of Xxxxxxx
Xxxxxxxx, Age 30 Trust
U.S. Bank, Successor Trustee, UA dtd 11/23/83 With 10,353
Xxxxxx Xxxxxx Xxxxxxxxx for the benefit of Xxxxxxx
Xxxxxx Xxxxxxxx, Xx. Lifetime Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with 10,140
Xxxxxx Xxxxxx Xxxxxxxxx for the benefit of Xxxxxxx
Xxxxxx Xxxxxxxx, Xx., Age 30 Trust
U.S. Bank, Successor Trustee, UA dtd 11/23/83 With 10,353
Xxxxxx Xxxxxx Xxxxxxxxx for the benefit of Xxxxxxx
X. Xxxxxxxx Lifetime Trust
REVISED SCHEDULE 2
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with 10,140
Xxxxxx Xxxxxx Xxxxxxxxx for the benefit of Xxxxxxx
Xxxxxx Xxxxxxxx, Age 30 Trust
U.S. Bank, Successor Trustee, UA dtd 11/23/83 with 10,352
Xxxxxx Xxxxxx Xxxxxxxxx for the benefit of Xxxxx
Xxxxx Xxxxxxxx Lifetime Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with 10,140
Xxxxxx Xxxxxx Xxxxxxxxx for the benefit of Xxxxx
Xxxxx Xxxxxxxx, Age 30 Trust
U.S. Bank, Successor Trustee, UA dtd 11/23/83 with 10,353
Xxxxxx Xxxxxx Xxxxxxxxx for the benefit of Xxx
Xxxxxxxx Lifetime Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with 10,140
Xxxxxx Xxxxxx Xxxxxxxxx for the benefit of Xxx
Xxxxxxxx, Age 30 Trust
U.S. Bank, As Trustee, UA dtd 2/13/97 with Xxxxx 220,000
Xxx Xxxxxx Xxxxxxxx, the Xxxxxxxx Charitable
Remainder Trust
Total: 700,563
-------
Address for Notices to U.S. Bank:
000 Xxxxx Xxxxxxx Xxxxxxxxx
Xxxxx, Xxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx
Fax (000) 000-0000
or
X.X. Xxx 0000
Xxxxx, Xxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx
Fax (000) 000-0000
