EXHIBIT (c)(7)
EXTENSION AGREEMENT
This Extension Agreement (this "Agreement") is made as of July
15, 1998 by and among Albertson's, Inc., a Delaware corporation
("Acquiror"), Locomotive Acquisition Corp., a Delaware corporation and
wholly owned subsidiary of Acquiror ("Newco"), and FS Equity Partners II,
L.P., a California limited partnership (the Stockholder), in connection
with that certain Tender and Option Agreement, dated as of January 19,
1998, among Acquiror, Newco and the Stockholder (the "T&O Agreement").
RECITALS
WHEREAS, Acquiror, Newco and the Stockholder constitute all of the
parties to the T&O Agreement; and
WHEREAS, the parties hereto desire to extend the term of the
T&O Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants and agreements set forth herein, and intending to be
legally bound hereby, the parties hereto hereby agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined
herein shall have the respective meanings assigned to such terms in the
Merger Agreement.
2. Termination Date. The date "July 19, 1998" referred to in
Section 9(c) of the T&O Agreement is hereby amended and changed to
"September 1, 1998."
3. Deletion and Renumbering. Section 10 of the T&O Agreement is
hereby deleted in its entirety. Sections subsequent to Section 10 of the
T&O agreement shall not be renumbered.
4. Effect on Prior Agreement. Except as set forth above, all
provisions of the T&O Agreement shall remain in full force or effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered by their duly authorized
representatives as of the day and year first above written.
ACQUIROR:
ALBERTSON'S, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President
NEWCO:
LOCOMOTIVE ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
STOCKHOLDER:
FS EQUITY PARTNERS II, L.P.
By: Xxxxxxx Xxxxxx & Co.
Its:General Partner
By: /s/ J. Xxxxxxxxx Xxxxxxx
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Name: J. Xxxxxxxxx Xxxxxxx
Title: General Partner