Exhibit 10.53
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
This Amendment No. 1, dated as of March 20, 1997 (this "Amendment No.
1"), to Stock Purchase Agreement, dated as of February 25, 1997 (the
"Agreement"), is by and between The Grand Union Company, a Delaware
corporation (the "Company"), and Xxxxx Xxxxxxxxxx (the "Purchaser").
WITNESSETH:
WHEREAS, pursuant to the Agreement, the Purchaser agreed to purchase
from the Company, and the Company agreed to sell and issue to the Purchaser
(the "Stock Purchase"), an aggregate of Sixty Thousand (60,000) shares of the
Company's Class A Convertible Preferred Stock, $1.00 par value per share (the
"Preferred Stock"); and
WHEREAS, the Purchaser desires to be permitted to assign his rights and
obligations pursuant to the Agreement, and the Company is willing to permit
such assignment, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein set forth, the parties agree as follows:
Section 1. Representations and Warranties of the
Purchaser. Sections 3.5 and 3.13 of the Agreement are
hereby amended to read as follows:
"Section 3.5. Receipt of Reports. Xxxxx Xxxxxxxxxx currently serves as
the Chairman and a member of the Board of Directors of the Company and as
co-trustee of the general partner of the Partnership and, as Chairman of the
Board of Directors of the Company, has received reports from and other
information concerning the Company, and the Partnership is aware of the
contents of all of such reports and information. In connection with the
transaction contemplated hereby, the Purchaser has not relied on financial
information regarding the Company provided by the Company."
"Section 3.13. Purchaser's Principal Residence. Xxxxx Xxxxxxxxxx
is an individual with a principal place of residence located in the State of
California, and the Partnership is a limited partnership organized under the
laws of the State of California."
Section 2. Assignment. Section 6.9 of the Agreement is hereby amended
to read as follows:
"Section 6.9. Assignment. This Agreement shall not be assigned by
operation of law or otherwise; provided, however, that the Purchaser's right
and obligation to consummate the Stock Purchase may be assigned, on the terms
and conditions set forth herein, pursuant to an assignment and assumption
agreement substantially in the form set forth as Exhibit A hereto (the
"Assignment") to 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"), and it is acknowledged
and agreed by the Company that the Purchaser may, and intends to, so assign
his rights and obligations hereunder."
Section 3. Binding Effect. Section 6.10 of the Agreement is hereby
amended to read as follows:
"Section 6.10. Parties in Interest. This Agreement shall be binding
upon and inure solely to the benefit of each party hereto and, upon the
Assignment, to the Partnership, and nothing in this Agreement, express or
implied, is intended to or shall confer upon any other person any right,
benefit or remedy of any nature whatsoever under or by reason of this
Agreement, including, without limitation, by way of subrogation."
Section 4. Additional Conditions to the Company's Obligation to Effect
the Closing. In addition to the satisfaction or waiver of all of the
conditions set forth in Section 5 of the Agreement, the Company's obligation
to effect the Closing pursuant to the Agreement and the Assignment is subject
to the following additional conditions:
(a) Conditions to Obligations of Each Party to
Effect the Closing. The conditions set forth in
Section 5.1 of the Agreement shall be satisfied with
respect to the Stock Purchase giving effect to the
Assignment as applied to the Partnership.
(b) Additional Conditions to Obligations of the
Company. The conditions set forth in Section 5.3 of
the Agreement shall be satisfied giving effect to the
Assignment, as though the Partnership shall have been
substituted for the Purchaser in such Agreement in all
respects, including but not limited to the truth and
accuracy of the representations and warranties of the
Purchaser set forth in Article III of the Agreement as
though the Partnership shall have made such
representations and warranties as of the date of the
Agreement and as of the Closing Date, and the
Partnership shall have delivered to the Company a
certificate, in form and substance satisfactory to the
Company, to such effect.
Section 5. Notices. Section 6.2(a) of the Agreement is hereby amended
to add the following at the end of Section 6.2:
"(c) If to the Partnership:
The Xxxxxxxxxx Family Limited Partnership
000 Xxxxx Xxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX 00000
Telecopier No.: (000) 000-0000
Telephone No.: (000) 000-0000
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With a copy to:
Xxxxxx, Xxxxxx & Xxxxx
000 X. Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Telecopy: (000) 000-0000"
Section 6. Certain Definitions. Section 6.3 of the Agreement is hereby
amended to add the following definitions:
(a) "Amendment" means Amendment No. 1, dated as
of March __, 1997, to this Agreement.
(b) "Assignment" means the Assignment and
Assumption Agreement, dated as of March __, 1997,
between Xxxxx Xxxxxxxxxx and the Partnership, and the
transactions contemplated thereby;
(c) "Partnership" means The Xxxxxxxxxx Family
Limited Partnership, a California limited partnership,
of which the general partner is The Xxxxx and Xxxxx
Xxxxxxxxxx Living Trust; and
(d) "Purchaser" when used herein, shall have the
definition set forth in the Preamble to the Agreement;
provided, however, that from and after the date of the
Assignment, as contemplated by the Amendment, shall
mean the Partnership.
Section 7. Entire Agreement. This Amendment, together with the
Agreement, constitutes the entire agreement and supersedes all prior
agreements and undertakings, both written and oral, among the parties, or any
of them, with respect to the subject matter hereof.
Section 8. Governing Law. This Amendment 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 9. Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the Company and the Purchaser have
executed this Amendment No. 1 as of the date first set forth
above.
THE COMPANY
THE GRAND UNION COMPANY
By: /s/ Xxxxxx X. XxXxxx
-------------------------
Name: Xxxxxx X. XxXxxx
Title: President and Chief Executive Officer
PURCHASER
/s/ Xxxxx Xxxxxxxxxx
----------------------------
Xxxxx Xxxxxxxxxx
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