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[Letterhead of U.S. Bank of Idaho]
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 that 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 a Additional Seller and to (i) thereby
sell the number of Shares computed in accordance with Section 1 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.
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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
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Vice President
Acknowledged and Agreed:
AMERICAN STORES COMPANY
By: /s/ Xxxxxx Xxxx
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Name: Xxxxxx Xxxx
Title: Chief Financial Officer
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REVISED SCHEDULE 2
U.S. Bank, As Trustee
U.S. Bank, Successor Trustee, UA dtd 9/13/68 with Xxxxx Xxx 267,884
Xxxxxx (Xxxxxxxx) The Xxxxx Xxx Xxxxxx (Xxxxxxxx) Personal Trust
U.S. Bank, Successor Trustee, UA dtd 2/2/66 with Xxxxxx Xxxxxx 49,200
Xxxxxxxxx for the benefit of Xxxxx Xxx Xxxxxx (Xxxxxxxx)
U.S. Bank, Successor Trustee, UA dtd 11/23/83 with Xxxxxx Xxxxxx 10,352
Xxxxxxxxx for the benefit of Xxxxx X. Xxxxxxx, Lifetime Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with Xxxxxx 10,140
Xxxxxx Xxxxxxxxx for the benefit of Xxxxx Xxxx Xxxxxxx, Age 30
Trust
U.S. Bank, Successor Trustee, UA dtd 11/23/83 with Xxxxxx Xxxxxx 10,352
Xxxxxxxxx for the benefit of Xxxxxxx Xxx Xxxxxxx, Lifetime Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with Xxxxxx 10,140
Xxxxxx Xxxxxxxxx for the benefit of Xxxxxxx Xxx Xxxxxxx, Age 30
Trust
U.S. Bank, Successor Trustee, UA dtd 11/23/83 with Xxxxxx Xxxxxx 10,352
Xxxxxxxxx for the benefit of Xxxxxx Xxx Xxxxxxxx, Lifetime Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with Xxxxxx 10,140
Xxxxxx Xxxxxxxxx for the benefit of Xxxxxx Xxx Xxxxxxxx, Age 30
Trust
U.S. Bank, Successor Trustee, UA dtd 11/23/83 with Xxxxxx Xxxxxx 10,352
Xxxxxxxxx for the benefit of Xxxxxxx Xxxxxxxx, Lifetime Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with Xxxxxx 9,680
Xxxxxx Xxxxxxxxx for the benefit of Xxxxxxx Xxxxxxxx, Age 30 Trust
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U.S. Bank, Successor Trustee, UA dtd 11/23/83 with Xxxxxx Xxxxxx 10,353
Xxxxxxxxx for the benefit of Xxxxxxx Xxxxxx Xxxxxxxx, Xx., Lifetime
Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with Xxxxxx 10,140
Xxxxxx Xxxxxxxxx for the benefit of Xxxxxxx Xxxxxx Xxxxxxxx, Xx.,
Age 30 Trust
U.S. Bank, Successor Trustee, UA dtd 11/23/83 with Xxxxxx Xxxxxx 10,353
Xxxxxxxxx for the benefit of Xxxxxxx X. Xxxxxxxx, Lifetime Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with Xxxxxx 10,140
Xxxxxx Xxxxxxxxx for the benefit of Xxxxxxx Xxxxxx Xxxxxxxx, Age 30
Trust
U.S. Bank, Successor Trustee, UA dtd 11/23/83 with Xxxxxx Xxxxxx 10,352
Xxxxxxxxx for the benefit of Xxxxx Xxxxx Xxxxxxxx, Lifetime Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with Xxxxxx 10,140
Xxxxxx Xxxxxxxxx for the benefit of Xxxxx Xxxxx Xxxxxxxx, Age 30
Trust
U.S. Bank, Successor Trustee, UA dtd 11/23/83 with Xxxxxx Xxxxxx 10,353
Xxxxxxxxx for the benefit of Xxx Xxxxxxxx, Lifetime Trust
U.S. Bank, As Successor Trustee, UA dtd 11/23/83 with Xxxxxx 10,140
Xxxxxx Xxxxxxxxx for the benefit of Xxx Xxxxxxxx, Age 30 Trust
U.S. Bank, As Trustee, UA dtd 11/23/83 with Xxxxx Xxx Xxxxxx 220,000
Balukoff, the Balukoff Charitable Remainder Trust
Total: 700,563
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Address for Notices to U.S. Bank:
000 Xxxxx Xxxxxxx Xxxxxxxxx
Xxxxx, Xxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx
Fax (000) 000-0000
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or
P.O. Box 7928
Boise, Idaho 83707
Attn: Xxxxxxx X. Xxxxxxxx
Fax (000) 000-0000
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