Exhibit 10.56
ADDENDUM TO STOCKHOLDER AGREEMENT
This Addendum to Stockholder Agreement is made to that certain
Stockholder Agreement, dated as of February 25, 1997 (the "Agreement"), among
Trefoil Capital Investors II, L.P., a Delaware limited partnership, GE
Investment Private Placement Partners II, A Limited Partnership, a Delaware
limited partnership, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, an individual, and The Grand Union
Company, a Delaware corporation (the "Company").
The ▇▇▇▇▇▇▇▇▇▇ Family Limited Partnership, a California limited
partnership (the "Partnership") hereby acknowledges and agrees, in connection
with its acquisition from the Company of 60,000 shares of the Class A
Preferred Stock of the Company on the date hereof, as follows:
1. The Partnership has succeeded to all of the rights, and hereby
assumes all of the obligations, of ▇▇▇▇▇▇▇▇▇▇ set forth in the Agreement.
2. The Partnership hereby agrees to be bound by all of the terms of
the Agreement formerly applicable to ▇▇▇▇▇▇▇▇▇▇, as contemplated by Section 9
of the Agreement.
3. The term "▇▇▇▇▇▇▇▇▇▇", wherever used in the Agreement, shall
hereafter be deemed to refer to the Partnership in all respects.
4. The address for notices to the Partnership pursuant to Section 11
of the Agreement is:
▇▇▇▇▇▇▇▇▇▇: The ▇▇▇▇▇▇▇▇▇▇ Family Limited Partnership
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to: ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
5. The Partnership has full partnership power and authority to
execute, deliver and perform this Addendum and the Agreement, and the
execution, delivery and performance of this Addendum and the Agreement will
not violate or, with or without notice or the passage of time constitute a
breach of or default under the terms of (a) any governing agreement,
certificate or other similar document of the Partnership, (b) any law, rule
or regulation to which the Partnership is subject, or (c) any document or
instrument to which the Partnership is a party or by which the Partnership is
bound.
The undersigned, duly authorized, hereby execute this Addendum
and, thereby, the Agreement, on behalf of the Partnership on this 20th day of
March, 1997.
THE ▇▇▇▇▇▇▇▇▇▇ FAMILY LIMITED
PARTNERSHIP, a California limited partnership
By: THE ▇▇▇▇▇ AND ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
LIVING TRUST
Its: General Partner
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------------------------
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Co-Trustee
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------------------------
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Co-Trustee
Acknowledged and agreed as of
the date set forth above:
TREFOIL CAPITAL INVESTORS II, L.P.
By: Trefoil Investors II, Inc.
Its: General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
GE INVESTMENT PRIVATE PLACEMENT
PARTNERS II, A LIMITED PARTNERSHIP
By: GE Investment Management Incorporated
Its: General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
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