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EXHIBIT 7
AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Amendment (this "Amendment"), dated as of October 13, 1998, to
that certain Amended and Restated Stockholders Agreement, dated as of November
1, 1996 (the "Amended and Restated Stockholders Agreement"; capitalized terms
used herein and not defined herein have the meanings given them in the Amended
and Restated Stockholders Agreement), by and among Dominick's Supermarkets,
Inc., a Delaware corporation (the "Company"), Dominick's Finer Foods, Inc., a
Delaware corporation and wholly-owned subsidiary of the Company, The Yucaipa
Companies, a California general partnership, and each of the other persons
listed on the signature pages thereto (each a "Stockholder").
RECITALS
WHEREAS, each of the Stockholders owns shares of Common Stock,
par value $.01 per share, and/or Non-Voting Common Stock, par value $.01 per
share, of the Company subject to the Amended and Restated Stockholders
Agreement;
WHEREAS, the Company, Safeway Inc., a Delaware corporation
("Parent"), and Windy City Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Parent ("Merger Sub"), propose to enter into an
Agreement and Plan of Merger, dated as of the date hereof (the "Merger
Agreement"), which provides, among other things, that Merger Sub will (i) make a
cash tender offer (the "Offer") for all of the outstanding capital stock of the
Company and (ii) after expiration of the Offer, merge with and into the Company,
in each case upon the terms and subject to the conditions in the Merger
Agreement; and
WHEREAS, as a condition to the willingness of Parent and Merger
Sub to enter into the Merger Agreement, Parent has requested that, in connection
with the Offer and the Merger, each of the Stockholders enter into a
Stockholders Agreement (the "Stockholders Agreement") in the form attached
hereto as Exhibit A.
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties and agreements contained herein, the parties agree
as follows:
1. The Amended and Restated Stockholders Agreement shall be
deemed to be amended so as (a) to not restrict, prevent, prohibit or otherwise
impede any Stockholder from (i) tendering its shares in the Offer or (ii)
entering into the Stockholders Agreement or performing its obligations
thereunder and, for the avoidance of doubt, (b) to provide that none of the
transactions contemplated by the foregoing shall constitute a Transfer of any
Shares or any pecuniary interest therein by any party thereto. Furthermore, the
execution and delivery of the Stockholders Agreement by each of the
Stockholders, and the performance of each of the Stockholder's obligations
thereunder and the consummation of the transactions contemplated thereby, shall
not conflict with any provision of, or constitute a breach or default under, the
Amended and Restated Stockholders Agreement, and any such breach is hereby
waived.
2. Except as otherwise provided therein with respect to specific
provisions, the Amended and Restated Stockholders Agreement shall terminate
pursuant to Section 6.1 thereof upon the consummation of the Offer.
3. The Stockholders constitute the holders of a majority of the
Shares subject to the Amended and Restated Stockholders Agreement.
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4. In the event that the Merger Agreement and the Stockholders
Agreement are terminated pursuant to their terms, this Amendment shall terminate
and be of no force and effect.
5. This Amendment may be executed in any number of counterparts
with the same effect as if the signatures to each counterpart were upon a single
instrument, and all such counterparts together shall be deemed an original of
this Amendment.
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.
THE YUCAIPA COMPANIES
By: /s/ Ronald W. Burkle
_______________________
Name: Ronald W. Burkle
Title: Managing General Partner
YUCAIPA BLACKHAWK PARTNERS, L.P.
By: Yucaipa Management L.L.C., its
General Partner
By: /s/ Ronald W. Burkle
_______________________
Name: Ronald W. Burkle
Title: Managing Member
YUCAIPA CHICAGO PARTNERS, L.P.
By: Yucaipa Management L.L.C., its
General Partner
By: /s/ Ronald W. Burkle
______________________
Name: Ronald W. Burkle
Title: Managing Member
YUCAIPA DOMINICK'S PARTNERS, L.P.
By: Yucaipa Management L.L.C., its
General Partner
By: /s/ Ronald W. Burkle
______________________
Name: Ronald W. Burkle
Title: Managing Member
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APOLLO INVESTMENT FUND L.P.
By: Apollo Advisors, L.P., its General
Partner
By: Apollo Capital Management, its
Managing General Partner
By: /s/ David B. Kaplan
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Name: David B. Kaplan
Title: Vice President
APOLLO INVESTMENT FUND III, L.P.
By: Apollo Advisors II, L.P., its General
Partner
By: Apollo Capital Management II, its
General Partner
By: /s/ David B. Kaplan
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Name: David B. Kaplan
Title: Vice President
APOLLO OVERSEAS PARTNERS III, L.P.
By: Apollo Advisors II, L.P., its General
Partner
By: Apollo Capital Management II, its
General Partner
By: /s/ David B. Kaplan
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Name: David B. Kaplan
Title: Vice President
APOLLO (UK) PARTNERS III, L.P.
By: Apollo Advisors II, L.P., its General
Partner
By: Apollo Capital Management II, its
General Partner
By: /s/ David B. Kaplan
------------------------
Name: David B. Kaplan
Title: Vice President
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EXHIBIT A