Exhibit 4
The Grand Union Company
000 Xxxxxxxxxxx Xxxx.
Xxxxx, XX 00000
June 5, 1997
Trefoil Capital Investors II, L.P. ("Trefoil")
0000 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
GE Investment Private Placement
Partners II, A Limited Partnership ("GEI")
0000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Gentlemen:
We are writing in connection with the Acceleration and
Exchange Agreement (the "Agreement") of even date herewith among
The Grand Union Company (the "Company"), Trefoil and GEI.
Capitalized terms used but not separately defined herein shall
have the meanings assigned to such terms in the Agreement.
In order to permit the Company to comply with its
obligations under NASDAQ Stock Market Rule 4460(i) as expressed
to the Company by representatives of the NASDAQ National Market
today, Trefoil and GEI hereby agree not to exercise their rights
to convert any shares of the Class B Stock prior to the Approval
Date (as defined in the Certificate of Designations for the
Class B Stock).
Please indicate your agreement by signing below.
THE GRAND UNION COMPANY
By: Xxxxxxx X. Xxxxxxxx
--------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice
President, Chief Financial
Officer and Chief
Administrative Officer
ACCEPTED AND AGREED
TREFOIL CAPITAL INVESTORS II, L.P.
By: Trefoil Investors II, Inc.
its general partner
By: Xxxxxxx X. XxXxxxxxx
---------------------
Name: Xxxxxxx X. XxXxxxxxx
Title: Vice President
GE INVESTMENT PRIVATE PLACEMENT
PARTNERS II, A LIMITED PARTNERSHIP
By: GE Investment Management Incorporated
its general partner
By: Xxx X. Xxxxx
-----------------
Name: Xxx X. Xxxxx
Title: Executive Vice President
