1
Exhibit 10.1
December 11, 1996
Dart Group Corporation
0000 00xx Xxxxxx
Xxxxxxxx, XX 00000
Gentlemen:
Reference is hereby made to Section 7 of that certain Stockholders'
Agreement, dated June 30, 1988, as amended, by and among Dart Group Corporation
("Dart"), Xxxxxxx X. Xxxxxx ("Xxxxxx"), "Jumbo Food Stores, Inc." (the name of
which is now Shoppers Food Warehouse Corp.) and Xxxxxx X. Xxxxxx (the
"Stockholders' Agreement"), pursuant to which either Dart, on the one hand, or
Xxxxxx and any Permitted Transferees (as defined in the Stockholders'
Agreement) (collectively, the "Xxxxxx Group"), may make an offer to sell all of
the securities of Shoppers Food Warehouse Corp. ("Shoppers") that it holds and
an offer to buy all of the securities of Shoppers that it does not hold (a
"Buy/Sell Offer").
We hereby agree that for purposes of any Buy/Sell Offer pursuant to
Section 7 of the Stockholders' Agreement that is delivered at any time during
the seven-day period beginning at 12:01 a.m. on December 10 and ending at 11:59
p.m. on December 16, 1996 (the "Seven-Day Period"), the Stockholders' Agreement
shall hereby be amended to reduce the one hundred twenty (120) day period
specified in the preamble and clause (iii) of Section 7(B) of the Stockholders'
Agreement to a period of sixty (60) days. The effect of this letter shall be
that for purposes of any Buy/Sell Offer delivered by Dart or Xxxxxx pursuant to
Section 7 of the Stockholders' Agreement at any time during the Seven-Day
Period (but not for purposes of any other offers pursuant to said Section 7),
Section 7(B) of the Stockholders' Agreement shall be deemed to read as set
forth in Exhibit A to this letter.
We hereby further agree that if Dart and the Xxxxxx Group each
delivers a Buy/Sell Offer during the Seven-Day Period, then the Buy/Sell Offer
delivered first in time shall be valid and effective and the Buy/Sell Offer
delivered second in time shall be null and void.
Section 9 of the Stockholders' Agreement shall hereby be amended and
restated to read in its entirety as set forth in Exhibit B to this letter.
2
Dart Group Corporation
December 9, 1996
Page 2
This letter constitutes a valid, binding and enforceable amendment of
the Stockholders' Agreement.
If you are in agreement with the foregoing, please have this letter
executed by your authorized representative and return a copy to the
undersigned, as follows:
Xx. Xxxxxxx X. Xxxxxx
Shoppers Food Warehouse Corporation
0000 Xxxxxx Xxxx.
Xxxxxx, Xxxxxxxx 00000
This letter shall be null and void, and of no force and effect, unless it is
signed on behalf of Dart and actually delivered (by hand delivery or by
courier) to the address specified in the preceding sentence prior to 5:30 p.m.
(E.S.T.) on December 11, 1996.
Very truly yours,
/s/ XXXXXXX X. XXXXXX
----------------------------
Xxxxxxx X. Xxxxxx
SHOPPERS FOOD WAREHOUSE CORP.
/s/ XXXXXXX X. XXXXXX
----------------------------
By: Xxxxxxx X. Xxxxxx
President
/s/ XXXXXX X. XXXXXX
----------------------------
Xxxxxx X. Xxxxxx
Accepted and Agreed to:
DART GROUP CORPORATION
By: /s/ X. X. XXXXXXXX
------------------------------------------------
Date: 12 . 11 . 96
----------------------------------------------
3
Exhibit A
(B) Within sixty (60) days after the First Party
Stockholder's offer, the Second Party Stockholder shall have the nonassignable
right to respond to the First Party Stockholder in one of the following ways:
(i) accept in writing the offer to purchase all the
First Party Stockholder's securities of Stores at the price
stated in such offer;
(ii) accept in writing the offer to sell all the
securities of Stores it holds to the First Party Stockholder
at the price stated in such offer;
(iii) reject both offers, either in writing or by
not responding within such 60-day period, in which case the
First Party Stockholder shall purchase, and the Second Party
Stockholder shall sell, for cash at the price in the offer,
all the securities of Stores held by the Second Party
Stockholder.
4
Exhibit B
Section 9. Notices.
Any notices required or permitted to be given under this Agreement
(including, without limitation, any offer pursuant to Section 7(A) or any
acceptance or rejection pursuant to Section 7(B)) shall be in writing and shall
be deemed to have been duly given if delivered by mail, by courier, by
telefacsimile or by hand delivery, as follows: (1) if to Dart, to Dart Group
Corporation, 0000 00xx Xxxxxx, Xxxxxxxx, Xxxxxxxx, 00000, Attention: Chief
Financial Officer (Telefax No. 301-772-3910), with a copy to Xxxxxxx X. Xxxxx,
Esq., Xxxxx, Day, Xxxxxx & Xxxxx, 0000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000
(Telefax No. 202-737-2832); (ii) if to Xxxxxx or to Stores, to Xxxxxx X.
Xxxxxx, Shoppers Food Warehouse Corp., 0000 Xxxxxx Xxxx., Xxxxxx, Xxxxxxxx
00000 (Telefax No. 301-306-4274), with a copy to Xxxxxx X. Block, Esq., Weil,
Gotshal & Xxxxxx, 000 0xx Xxxxxx, Xxx Xxxx, XX 00000 (Telefax No.
212-310-8007), or at any other address or to the attention of any other person
designated by Xxxx, Xxxxxx or Stores, respectively, in a written notice given
to the other parties pursuant to the provisions of this Section. Any notice
pursuant to this Section shall be deemed given when it is actually delivered at
the address (or telefax number) set forth in the preceding sentence.
