EXHIBIT 10.32
XXXXXXX FOOD AND DRUG STORES COMPANY
000 0xx Xxxxxx X.X.
Xxxxx Xxxxx, Xxxxxxx 00000
April 7, 1997
Xxxxxx X. Xxxxxxxxx
President and Chief Executive Officer
Xxxxxxx Food and Drug Stores Company
000 0xx Xxxxxx X.X.
Xxxxx Xxxxx, Xxxxxxx 00000
Re: Amendments to Stock Subscription Agreement made and entered into
as of March 1, 1993 by and among Xxxxxxx Food and Drug Stores
Company ("Xxxxxxx"), FS Equity Partners II, L.P. ("FSEP II") and
Xxxxxx X. Xxxxxxxxx (the "Subscription Agreement"), and to Stock
Pledge Agreement made as of March 9, 1993 by and between
Xxxxxx X. Xxxxxxxxx and Xxxxxxx (the "Pledge Agreement")
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Dear Xxx:
Reference is made to the above-captioned Subscription Agreement and
Pledge Agreement. The purpose of this letter is to amend the Subscription
Agreement and Pledge Agreement in certain ways in order to further perfect
Xxxxxxx'x security interest in your 112,280 shares of Common Stock that serve as
collateral and security for the payment of all principal and interest owed to
Xxxxxxx pursuant to the terms of that certain Secured Promissory Note in the
aggregate principal amount of $399,997.50 dated March 9, 1993 and that certain
Secured Promissory Note in the aggregate principal amount of $125,000.00 dated
April 7, 1997, each made by you in favor of Xxxxxxx (collectively, the
"Promissory Notes"). In consideration of Xxxxxxx'x agreement to extend to you
the amounts evidenced by the Promissory Notes, upon your execution of this
letter where indicated, the Subscription Agreement and the Pledge Agreement will
be amended as follows:
1. The short titled definition of "Note" in subparagraph (b) of the
third sentence of Section 1 of the Subscription Agreement is hereby amended as
follows:
"(collectively with that certain Secured Promissory Note dated April
7, 1997 made by Purchaser in favor of Holding in the aggregate
principal amount of $125,000, the "Note")."
Xxxxxx X. Xxxxxxxxx
April 7, 1997
Page 2
2. Recital B of the Pledge Agreement is hereby amended in its
entirety as follows:
"B. Pursuant to the terms of that certain Secured
Promissory Note dated March 9, 1993 delivered by Pledgor to Pledgee in
partial payment for the Shares, and pursuant to the terms of that
certain Secured Promissory Note dated as of April 7, 1997 in an
aggregate principal amount of $125,000 (collectively, the "Note"),
Pledgor has agreed to make payments of principal and interest to
Pledgee as provided in the Note."
Except as set forth above, all other provisions of the Subscription
Agreement and the Pledge Agreement shall remain in full force and effect.
Xxxxxx X. Xxxxxxxxx
April 7, 1997
Page 3
Please indicate your agreement with and acceptance of the terms of
this letter by executing in the space provided below and returning this letter
to us.
This letter may be executed in counterparts, each of which when taken
together with the others shall constitute one and the same instrument.
XXXXXXX FOOD AND DRUG
STORES COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Vice President, Chief Financial
Officer and Secretary
FS EQUITY PARTNERS II, L.P.,
a California limited partnership
By: Xxxxxxx Xxxxxx & Co.,
a California General Partnership
General Partner
By: /s/ J. Xxxxxxxxx Xxxxxxx
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General Partner
THE FOREGOING TERMS AND CONDITIONS
OF THIS LETTER ARE HEREBY AGREED TO
AND ACCEPTED.
/s/ Xxxxxx X. Xxxxxxxxx Dated: 4/14/97
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Xxxxxx X. Xxxxxxxxx
