Exhibit 10.54
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the
"Agreement"), dated as of March 20, 1997, by and between
Xxxxx Xxxxxxxxxx, an individual ("Xxxxxxxxxx"), and The
Xxxxxxxxxx Family Limited Partnership, a California limited
partnership (the "Partnership") of which the general partner
is The Xxxxx and Xxxxx Xxxxxxxxxx Living Trust (the
"Trust").
WITNESSETH:
WHEREAS, pursuant to the Stock Purchase Agreement,
dated as of February 25, 1997, by and between The Grand
Union Company, a Delaware corporation (the "Company"), and
Xxxxxxxxxx, as amended by Amendment No. 1, dated as of March
20, 1997 (as so ameded, the "Purchase Agreement"),
Xxxxxxxxxx agreed to purchase from the Company, and the
Company agreed to sell and issue to Xxxxxxxxxx (the "Stock
Purchase"), an aggregate of Sixty Thousand (60,000) shares
(the "Xxxxxxxxxx Shares") of the Company's Class A
Convertible Preferred Stock, $1.00 par value per share (the
"Preferred Stock"); and
WHEREAS, pursuant to the Purchase Agreement, Xxxxxxxxxx
has acquired the right to assign its rights thereunder to
the Partnership, and thereby cause the Partnership to
purchase the Xxxxxxxxxx Shares;
WHEREAS, Xxxxxxxxxx desires to assign to the
Partnership his right to purchase the Xxxxxxxxxx Shares, and
the Partnership desires to accept such right and assume all
the obligations imposed on Xxxxxxxxxx pursuant to the
Purchase Agreement with respect to the Xxxxxxxxxx Shares
under the Purchase Agreement, in accordance with its terms.
NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein set forth, the parties agree as
follows:
Section 1. Effective as of the date hereof,
Xxxxxxxxxx hereby assigns all of his rights to acquire the
Xxxxxxxxxx Shares in accordance with the terms and
conditions of the Purchase Agreement to the Partnership,
which hereby agrees to, and hereby accepts, such assignment.
Section 2. The Partnership hereby agrees to, and
hereby does, assume any and all obligations of Xxxxxxxxxx
pursuant to the Purchase Agreement, and hereby agrees to
perform (and Xxxxxxxxxx hereby agrees to cause the
Partnership to perform), such obligations subject to the
terms and conditions of the Purchase Agreement.
Section 3. The parties hereto hereby acknowledge
and agree that the Company is entitle to enforce and rely on
the provisions of this Agreement as third party beneficiary
hereof.
Section 4. This Agreement, together with the
Purchase Agreement and the Addendum to the Stockholder
Agreement by and among the Company, Trefoil Capital
Investors II, L.P. and GE Investment Private Placement
Partners II, a Limited Partnership, contains the entire
understanding of the parties hereto with respect to the
subject matter hereof.
Section 5. This Agreement shall be governed by, and
construed in accordance with, the internal laws of the State
of New York applicable to contracts executed and fully
performed within the State of New York.
Section 6. This Agreement shall not be assignable.
IN WITNESS WHEREOF, Xxxxxxxxxx and the Partnership have
executed this Agreement as of the date first set forth
above.
XXXXXXXXXX
/s/ Xxxxx Xxxxxxxxxx
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Xxxxx Xxxxxxxxxx
THE XXXXXXXXXX FAMILY LIMITED
PARTNERSHIP, a California limited partnership
By: THE XXXXX AND XXXXX XXXXXXXXXX
LIVING TRUST
Its: General Partner
/s/ Xxxxx Xxxxxxxxxx
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By: Xxxxx Xxxxxxxxxx, Co-Trustee
/s/ Xxxxx Xxxxxxxxxx
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By: Xxxxx Xxxxxxxxxx, Co-Trustee
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