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Exhibit 5
XXXXXXXX'X SUPERMARKETS, INC.
AMENDMENT TO CLASS A COMMON STOCK PURCHASE WARRANT
This AMENDMENT TO CLASS A COMMON STOCK PURCHASE WARRANT, dated as
of October 13, 1998, between Dominick's Supermarkets, Inc., a Delaware
corporation (the "Company"), and The Yucaipa Companies, a California general
partnership ("Yucaipa"), amends that certain Class A Common Stock Purchase
Warrant No. W-1 dated as of March 22, 1995 of the Company, as amended, entitling
Yucaipa to purchase 3,874,491 shares (subject to adjustment) of common stock,
par value $.01 per share, of the Company (the "Warrant"). Capitalized terms used
herein without definition shall have the meanings assigned to them in the
Warrant.
WHEREAS, the parties hereto have entered into the Warrant and
desire to amend certain provisions thereof, as more fully described herein;
NOW, THEREFORE, in consideration of the premises, the parties
hereto hereby agree as follows:
1. Restrictions on Transfer. Section 7(b) of the Warrant shall be
amended to read in its entirety as follows:
Transfer Restrictions. Neither this Warrant nor any
interest herein may be directly or indirectly transferred or assigned by
the Holder other than (i) to Xxxxxx X. Xxxxxx or a Controlling
Stockholder controlled by Xxxxxx X. Xxxxxx and the equity holders of
which consist solely of Xxxxxx X. Xxxxxx and Xxxxxxx Individuals or (ii)
to Safeway Inc. or any of its wholly-owned subsidiaries, in connection
with the transactions contemplated by that certain Agreement and Plan of
Merger, dated as of October 13, 1998 (the "Merger Agreement"), among the
Company, Safeway Inc. and Windy City Acquisition Corp. and that certain
Stockholders Agreement, dated as of October 13, 1998, among Safeway
Inc., Windy City Acquisition Corp. and the other parties listed on the
signature pages thereto, upon the first to occur of (x) the Offer
Consummation Date (as defined in the Merger Agreement) or (y) the
effective time of the Merger (as defined in the Merger Agreement).
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to Class A Common Stock Purchase Agreement to be duly executed and delivered as
of the day and year first above written.
XXXXXXXX'X SUPERMARKETS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: President and Chief Executive
Officer
THE YUCAIPA COMPANIES
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Managing General Partner
