AMENDMENT
TO
REGISTRATION RIGHTS AGREEMENT
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") is made
and entered into as of March 10, 1998 by and among Xxxx Xxxxx, Inc., a Delaware
corporation ("Xxxx Xxxxx"), The Yucaipa Companies, a California general
partnership ("Yucaipa"), and each of the other holders of the common stock of
the Company executing this Amendment. Capitalized terms used but not otherwise
defined herein have the meanings given them in the Agreement (as defined below).
RECITALS
A. The Company, Yucaipa and certain other holders of the common stock of
the Company, par value $0.01 per share (the "Company Common Stock"), entered
into that certain Registration Rights Agreement as of September 9, 1997 (the
"Agreement") under which the Company granted to Yucaipa and such other holders
certain registration rights with respect to the Company Common Stock.
B. On November 6, 1997, the Company and Food 4 Less Holdings, Inc. ("Food
4 Less") entered into that certain Agreement and Plan of Merger (as amended, the
"Merger Agreement") pursuant to which, among other things, (i) Food 4 Less
agreed to merge with FFL Acquisition Corp., a wholly-owned subsidiary of the
Company (the "Merger") and (ii) the outstanding capital stock of Food 4 Less is
to be converted into Company Common Stock. At the time the Merger Agreement was
entered into, Yucaipa and certain of its affiliates who hold common stock of
Food 4 Less agreed to vote their Food 4 Less shares in favor of the Merger.
C. Pursuant to Section 5.15(a) of the Merger Agreement, the Company
agreed to enter into a Registration Rights Agreement (the "New Agreement") under
which the Company is to grant certain registration rights to holders of Company
Common Stock acquired pursuant to the Merger Agreement.
D. Pursuant to Section 5.15(d) of the Merger Agreement, the Company
further agreed to amend the Agreement to provide for the shares issuable to
Yucaipa and its affiliates pursuant to the Merger Agreement to be "Registrable
Securities" for purposes of the Agreement.
AGREEMENT
In consideration of the foregoing and the mutual covenants herein
contained, the parties hereto agree as follows:
1. Following the Merger, Yucaipa, Xxxxxx X. Xxxxxx, F4L Equity Partners,
L.P., FFL Partners, Yucaipa Capital Fund, L.P. and Yucaipa/F4L Partners
(collectively, the "Yucaipa Holders") shall be deemed "Holders" and members of
the "Yucaipa Group" for all purposes under the Agreement, and shall be entitled
to all rights and benefits, and shall be subject to all obligations, of the
Holders who are members of the Yucaipa Group under the Agreement.
2. All of the Company Common Stock that will be acquired pursuant to the
Merger Agreement by the Yucaipa Holders shall be deemed "Registrable Securities"
for all purposes under the Agreement.
3. The Yucaipa Holders acknowledge and agree that they will have no
"piggyback" registration rights under Section 2.2 of the Agreement with respect
to any Demand Registration filed pursuant to Section 2.2 of the New Agreement.
IN WITNESS WHEREOF, the undersigned parties have executed this Amendment as
of the 10th day of March, 1998.
THE YUCAIPA COMPANIES
By: XXXXXX X. XXXXXX
----------------------------------------
Xxxxxx X. Xxxxxx
Managing Partner
XXXXXX X. XXXXXX
----------------------------------------------
Xxxxxx X. Xxxxxx
F4L EQUITY PARTNERS, L.P.
By: Yucaipa Capital Advisors, Inc. as
general partner
By: XXXXXX X. XXXXXX
------------------------------------
Xxxxxx X. Xxxxxx
President
2
FFL PARTNERS
By: XXXXXX X. XXXXXX
----------------------------------------
Xxxxxx X. Xxxxxx
Managing Partner
YUCAIPA CAPITAL FUND, L.P.
By: Yucaipa Capital Advisors, Inc. as
general partner
By: XXXXXX X. XXXXXX
-----------------------------------
Xxxxxx X. Xxxxxx
President
YUCAIPA/F4L PARTNERS
By: The Yucaipa Companies
as general partner
By: XXXXXX X. XXXXXX
-----------------------------------
Xxxxxx X. Xxxxxx
Managing Partner
By: Yucaipa Capital Fund, L.P.
as general partner
By: Yucaipa Capital Advisors, Inc.
as general partner
By: XXXXXX X. XXXXXX
------------------------------
Xxxxxx X. Xxxxxx
President
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YUCAIPA SSV PARTNERS, L.P.
By: The Yucaipa Companies
as general partner
By: XXXXXX X. XXXXXX
-----------------------------------
Xxxxxx X. Xxxxxx
General Partner
YUCAIPA SMITTY'S PARTNERS, L.P.
By: The Yucaipa Companies
as general partner
By: XXXXXX X. XXXXXX
-----------------------------------
Xxxxxx X. Xxxxxx
General Partner
YUCAIPA SMITTY'S PARTNERS II, L.P.
By: The Yucaipa Companies
as general partner
By: XXXXXX X. XXXXXX
-----------------------------------
Xxxxxx X. Xxxxxx
General Partner
YUCAIPA ARIZONA PARTNERS. L.P.
By: The Yucaipa Companies
as general partner
By: XXXXXX X. XXXXXX
-----------------------------------
Xxxxxx X. Xxxxxx
General Partner
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XXXXXXX X. XXXXX
----------------------------------------------
Xxxxxxx X. Xxxxx
XXXX X. XXXXX
----------------------------------------------
Xxxx X. Xxxxx
XXXXXXX X. XXXXX
----------------------------------------------
Xxxxxxx X. Xxxxx
TRUST FOR THE CHILDREN OF XXXXXXX X.
XXXXX
By: XXXXXXX X. XXXXX
----------------------------------------
Xxxxxxx X. Xxxxx
Trustee
TRUST FOR THE CHILDREN OF XXXX X.
XXXXX
By: XXXX X. XXXXX
----------------------------------------
Xxxx X. Xxxxx
Trustee
TRUST FOR THE CHILDREN OF XXXXXXX X.
XXXXX
By: XXXXXXX X. XXXXX
----------------------------------------
Xxxxxxx X. Xxxxx
Trustee
5
XXXX XXXXX, INC.
By: XXXXX X. XXXXXXX
----------------------------------------
Xxxxx X. Xxxxxxx
Senior Vice President
and Chief Financial Officer
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