ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated as of
September 4, 1998, by and between Koninklijke Ahold N.V., a public company with
limited liability incorporated under the laws of the Netherlands ("Assignor"),
and Giant Acquisition Corporation, a Delaware corporation and an indirect
wholly-owned subsidiary of Assignor ("Assignee").
Assignor does hereby sell, convey, transfer, assign and deliver to Assignee
and its successors and assigns forever all of Assignor's right, title and
interest in and to all of the following rights and contracts (the "Assets"), to
have and to hold the same unto Assignee, its successors and assigns, to or for
its use forever:
(a) the right of Assignor to purchase for cash all of the
outstanding shares of Class A Common Stock, par value $1.00 per share,
of Giant Food Inc., a Delaware corporation, at a price of $43.50 per
share, pursuant to the Offer to Purchase dated May 19, 1998 (the
"Offer");
(b) the Dealer-Manager Agreement, dated as of May 19, 1998, by
and between Assignor and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, as Dealer Manager;
(c) the Depositary Agreement to be entered into between Assignor
and The Bank of New York in connection with the Offer;
(d) the Stock Purchase Agreement, dated as of May 19, 1998, by
and between Assignor and The 1224 Corporation; and
(e) the Stock Purchase Agreement, dated as of May 27, 1998, by
and among J Sainsbury plc, JS Mass. Securities Corp. and Assignor.
On or after the date hereof, Assignor shall, from time to time, execute and
deliver such further instruments of conveyance, assignment and transfer and
shall take, or cause to be taken, such other action as is necessary for more
effective conveyance, assignment and transfer to Assignee of any of the Assets,
and Assignor shall assist Assignee in the collection and reduction to possession
of the Assets, in the exercise of rights with respect thereto and otherwise in
the effectuation of the intentions and purposes of this Agreement.
Assignee hereby assumes and agrees to perform the obligations of Assignor
under the above contracts. Notwithstanding the foregoing, Assignor remains
liable for its obligations in respect of the Assets and guarantees performance
of the obligations assumed by Assignee.
This Agreement shall be deemed to be a contract made in and under the laws
of the State of Delaware, and for all purposes, shall be construed, interpreted
and enforced in accordance with the laws of the State of Delaware, without
regard to the conflicts of laws rules thereto.
IN WITNESS WHEREOF, each of Assignor and Assignee has caused this
instrument to be duly executed by its duly authorized officer as of this 4th day
of September, 1998.
KONINKLIJKE AHOLD N.V.
By: s/ A. M. Meurs
Name: A.M. Meurs
Title: Executive Vice President
GIANT ACQUISITION CORPORATION
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President
