Exhibit 10.50
AMENDMENT NO. 1 TO THE STOCK PURCHASE
AGREEMENT DATED AS OF JULY 30, 1996, AMONG THE
GRAND UNION COMPANY, TREFOIL CAPITAL
INVESTORS II, L.P., AND GE INVESTMENT PRIVATE
PLACEMENT PARTNERS II, A LIMITED PARTNERSHIP
Amendment (this "Amendment"), dated as of March 20, 1997, to the Stock
Purchase Agreement (the "July Stock Purchase Agreement"), dated as of July
30, 1996, among each of (i) The Grand Union Company, a Delaware corporation
(the "Company"), and (ii) Trefoil Capital Investors II, L.P., a Delaware
limited partnership ("Trefoil"), and GE Investment Private Placement Partners
II, a Limited Partnership, a Delaware limited partnership ("GEI") (each, a
"Purchaser" and, collectively, the "Purchasers"). Capitalized terms used
herein without definitions shall have the meanings given them in the July
Stock Purchase Agreement.
WHEREAS, the Company has entered into a Stock Purchase Agreement, dated
as of February 25, 1997, as amended as of the date hereof (the "Xxxxxxxxxx
Stock Purchase Agreement"), between the Company and Xxxxx Xxxxxxxxxx
("Xxxxxxxxxx") and the parties hereto have entered into a Stockholder
Agreement (the "Xxxxxxxxxx Stockholder Agreement"), dated as of February 25,
1997, among Trefoil, GEI, Xxxxxxxxxx, and the Company;
WHEREAS, the Purchasers desire to amend the July Stock Purchase
Agreement for the purpose of permitting and facilitating the transactions
contemplated by the Xxxxxxxxxx Stock Purchase Agreement and the Xxxxxxxxxx
Stockholder Agreement;
NOW, THEREFORE, in consideration of the foregoing, and the mutual
agreements and covenants contained herein, the parties hereto agree as
follows:
Section 1. Amendment. The July Stock Purchase Agreement is hereby
amended to add a new ARTICLE 9 - CONSENT AND WAIVER, to read in full as
follows:
"ARTICLE 9 - CONSENT AND WAIVER
Section 9.1. February Transaction Documents.
(a) Notwithstanding anything else herein to the contrary, the
Purchasers hereby authorize, approve and consent to the issuance and sale by
the Company to Xxxxx Xxxxxxxxxx ("Xxxxxxxxxx") of 60,000 shares of the
Preferred Stock (the "Xxxxxxxxxx Shares"), on the terms and subject to the
conditions contained in the Stock Purchase Agreement, dated as of February
25, 1997, as amended as of March __, 1997 (the "Xxxxxxxxxx Stock Purchase
Agreement"), between the Company and Xxxxxxxxxx and the Stockholder Agreement
(the "Xxxxxxxxxx Stockholder Agreement" and collectively with the Xxxxxxxxxx
Stock Purchase Agreement, the "February Transaction Documents"), dated as of
February 25, 1997, between Trefoil, GEI, Xxxxxxxxxx, and the Company, and the
issuance of additional shares of the Preferred Stock, or common stock of the
Company, as dividends on outstanding shares of the Preferred Stock, as
1
provided in the Certificate of Designation filed with the Secretary of State
of the State of Delaware on September 5, 1996, setting forth the terms of the
Preferred Stock.
(b) The Company shall issue and sell the Xxxxxxxxxx Shares as set forth
in the preceding paragraph. The Purchasers hereby acknowledge and agree that
the issuance and sale of the Xxxxxxxxxx Shares is made by the Company
pursuant to and in accordance with this Agreement, as amended.
(c) The issuance and sale of the Xxxxxxxxxx Shares shall be in addition
to, and not in lieu of, the shares of Preferred Stock to be purchased by the
Purchasers hereunder. Except as specifically set forth in this Amendment,
Xxxxxxxxxx shall not be deemed to be a beneficiary of this Agreement in any
respect, or a successor to, assignee of, or otherwise entitled to enforce any
of the rights or obligations of any of the parties to this Agreement."
Section 2. Miscellaneous.
(a) Notices. Any notice under or relating to this Amendment shall
be given in writing and shall be deemed sufficiently given when delivered by
hand or by conformed facsimile transmission, on the second business day after
a writing is consigned (freight prepaid) to a commercial overnight courier,
and on the fifth business day after a writing is deposited in the mail,
postage and other charges prepaid, addressed as follows:
Trefoil II: 0000 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xx. Xxxxxxxx X. Xxxxx
Telecopy: (000) 000-0000
with a copy to: Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
Telecopy: (000) 000-0000
GEIPPPII: GE Investment Management Incorporated
0000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx, Esq.
Telecopy: (000) 000-0000
2
with a copy to: Xxxxx Xxxxxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
Telecopy: (000) 000-0000
the Company: Chief Executive Officer
The Grand Union Company
000 Xxxxxxxxxxx Xxxxxxxxx
Xxxxx, XX 00000-0000
Attention: Xxxxxx X. XxXxxx
Telecopy: (000) 000-0000
with a copy to: General Counsel
The Grand Union Company
000 Xxxxxxxxxxx Xxxxxxxxx
Xxxxx, Xxx Xxxxxx 00000-0000
Attention: Xxxx X. Xxxxxxxxx, Esq.
Telecopy: (000) 000-0000
and
Ropes & Xxxx
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxx, Esq.
Telecopy: (000) 000-0000
and
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
Telecopy: (000) 000-0000
or to such other address or facsimile number as either party may, from time
to time, designate in a written notice given in like manner.
(b) Binding Effect. The provisions of this Amendment shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors, assigns, heirs, and personal representatives.
(c) Modification. This Amendment may only be modified by a
written instrument duly executed by each party hereto.
3
(d) Waiver. Any waiver by either party of a breach of any
provision of this Amendment shall not operate as or be construed to be a
waiver of any other breach of such provision or of any breach of any other
provision of this Amendment. Any waiver of any provision of this Amendment
must be in writing.
(e) Headings. The headings to the sections of this Amendment are
inserted for convenience only and shall not constitute a part hereof or
affect in any way the meaning or interpretation of this Amendment.
(f) Separability. If any provision of this Amendment is invalid,
illegal or unenforceable, the balance of this Amendment shall remain in
effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and
circumstances.
(g) Counterparts. This Amendment may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
(h) Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts executed and to be fully performed within the State of New York.
4
IN WITNESS WHEREOF, the parties have duly executed this Amendment
as of the date first written above.
TREFOIL CAPITAL INVESTORS II, L.P.
By: Trefoil Investors II, Inc.
its general partner
By: /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
GE INVESTMENT PRIVATE PLACEMENT
PARTNERS II, A LIMITED PARTNERSHIP
By: GE Investment Management Incorporated
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
THE GRAND UNION COMPANY
By: /s/ Xxxxxx X. XxXxxx
---------------------------------
Name: Xxxxxx X. XxXxxx
Title: President and Chief Executive
Officer
5
