AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS
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 June 5, 1997, to
the Registration Rights Agreement (the "Registration Rights
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," and together with Trefoil, the "Purchasers").
Capitalized terms used herein without definitions shall have the
meanings given them in the Registration Rights Agreement.
WHEREAS, the Company has entered into an Acceleration and
Exchange Agreement, dated as of June 5, 1997 (the "Acceleration
Agreement"), among the Company, Trefoil, and GEI;
WHEREAS, the Company and the Purchasers desire to amend the
Registration Rights Agreement for the purpose of facilitating the
transactions contemplated by the Acceleration Agreement;
NOW, THEREFORE, in consideration of the foregoing, and the
mutual agreements and covenants contained herein, the parties
hereto agree as follows:
Section 1. Preamble. (a) The second paragraph of the
preamble is hereby amended to read as follows:
"WHEREAS, pursuant to a Stock Purchase Agreement among the
Company and the Purchasers (the "Purchase Agreement"), the
Company is selling to the purchasers up to 2,000,000 shares of
the Company's Class A Convertible Preferred Stock, issuable in
denominations of $50 stated value per share, dividends on which
may be paid in additional shares of such preferred stock
(collectively, the "Class A Preferred Shares"), which Class A
Preferred Shares are convertible into shares of the Company's
common stock, par value $1.00 per share (the "Common Stock");"
(b) The Preamble of the Registration Rights Agreement is
hereby amended to add a new third paragraph to read as follows:
"WHEREAS, pursuant to an Acceleration and Exchange Agreement
(the "Acceleration Agreement"), dated as of June 5, 1997, the
Company has agreed to issue (i) 800,000 shares of the Company's
Class B Convertible Preferred Stock, issuable in denominations of
$50 stated value per share, dividends on which may be paid in
additional shares of such preferred stock (collectively, the
"Class B Preferred Shares," and collectively with the Class A
Preferred Shares, the "Preferred Shares"), which Class B
Preferred Shares are convertible into shares of Common Stock, and
(ii) up to 2,000,000 shares of Common Stock under certain
circumstances (such shares of the Common Stock, together with
shares of Common Stock into which the Preferred Shares are
convertible and shares of Common Stock which may be issued as
dividends on the Preferred Shares, the "Common Shares" and,
collectively with the Preferred Shares, the "Securities");
Section 2. Definitions. The definition of the term
"Registrable Securities" in Section 1.1 of the Registration
Rights Agreement is hereby amended to read as follows:
""Registrable Securities" shall mean any Securities issued
at any time to any of the Purchasers pursuant to the Purchase
Agreement or the Acceleration Agreement and any Securities issued
at any time as dividends upon or on conversion of any of the
Securities. As to any proposed offer or sale of Registrable
Securities, such securities shall cease to be Registrable
Securities with respect to such proposed offer or sale when (i) a
registration statement with respect to the sale of such
securities shall have become effective under the Securities Act
and such securities shall have been disposed of in accordance
with such registration statement or (ii) such securities are
permitted to be disposed of pursuant to Rule 144(k) (or any
successor provision to such Rule) under the Securities Act as
confirmed in a written opinion of counsel to the Company
addressed to the Holders, or (iii) such securities shall have
been otherwise transferred pursuant to an applicable exemption
under the Securities Act, new certificates for such securities
not bearing a legend restricting further transfer shall have been
delivered by the Company and such securities shall be freely
transferable to the public without registration or qualification
under the Securities Act or any state securities or blue sky law
then in place.
Section 3. 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
GEI: GE Investment Management
Incorporated
0000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx, Esq.
Telecopy: (000) 000-0000
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
Telecopy: (000) 000-0000
with a copy to: General Counsel
The Grand Union Company
000 Xxxxxxxxxxx Xxxxxxxxx
Xxxxx, Xxx Xxxxxx 00000-0000
Telecopy: (000) 000-0000
and
Xxxxx Xxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx, 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
and
Xxxxx Xxxxxxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx, 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.
(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.
IN WITNESS WHEREOF, the parties have duly executed this
Amendment No. 1 to the Registration Rights Agreement dated as of
July 30, 1996 as of the date first written above.
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
THE GRAND UNION COMPANY
By: Xxxxxxx X. Xxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President,
Chief Financial Officer and
Chief Administrator Officer
