<PAGE>
                                                                     Exhibit 4.5


C L I F F 0 R D                          LIMITED LIABILITY PARTNERSHIP
  C H A N C E                            ADVOCATEN BELASTINGADVISEURS SOLICITORS


                                                                  EXECUTION COPY


                                  18 JULY 2002




                             KONINKLIJKE AHOLD N.V.
                                  CROESUS INC.
                             AHOLD FINANCE USA, LLC
                                  AS BORROWERS


                             KONINKLIJKE AHOLD N.V.
                                  AS GUARANTOR


                               ABN AMRO BANK N.V.
                                 J.P. MORGAN PLC
                           AS MANDATED LEAD ARRANGERS


                           J.P. MORGAN EUROPE LIMITED
                                AS FACILITY AGENT


                                       AND


                                     OTHERS



                   __________________________________________

                                US$2,000,000,000
                    MULTICURRENCY REVOLVING CREDIT AGREEMENT

                   __________________________________________

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                                    CONTENTS

Clause                                                                      Page

 1.   Definitions and Interpretation...........................................1
 2.   The Facilities..........................................................17
 3.   Utilisation of the multicurrency revolving credit facilities............20
 4.   Indemnity in relation to letters of credit..............................25
 5.   interest on advances....................................................26
 6.   repayment...............................................................27
 7.   Cancellation............................................................33
 8.   Taxes...................................................................34
 9.   Tax Receipts............................................................36
10.   Increased Costs.........................................................37
11.   Mitigation..............................................................39
12.   Market Disruption.......................................................39
13.   representations and warranties..........................................40
14.   Undertakings............................................................46
15.   Events of Default.......................................................51
16.   Guarantee and Indemnity.................................................56
17.   Default Interest and Indemnity..........................................58
18.   Currency of Account and Payment.........................................60
19.   Payments................................................................61
20.   Set-off.................................................................64
21.   Sharing.................................................................64
22.   Fees....................................................................65
23.   Costs and Expenses......................................................67
24.   The Facility Agent, the Arrangers and the Banks.........................68
25.   Assignments and Transfers...............................................73
26.   Calculations and Evidence of Debt.......................................76
27.   Remedies and Waivers, Partial Invalidity................................77
28.   Amendments..............................................................77
29.   Notices.................................................................79
30.   Law and Jurisdiction....................................................80

SCHEDULE 1 The Banks [omitted]................................................83

SCHEDULE 2 Form of Transfer Certificate [omitted].............................84

SCHEDULE 3 Condition Precedent Documents......................................87

SCHEDULE 4 Utilisation Request [omitted]......................................89

SCHEDULE 5 Supplemental Agreement for Additional Borrowers [omitted]..........91

SCHEDULE 6 Conversion Request [omitted].......................................95

SCHEDULE 7 Reserve Costs Formulae [omitted]...................................96

SCHEDULE 8 Form of Affiliate Notice [omitted].................................99

<PAGE>

THIS AGREEMENT is made on 18 July 2002

BETWEEN:

(1)  KONINKLIJKE AHOLD N.V. as borrower (including through its branch in Geneva,
     Switzerland) and guarantor (the "Principal Company");

(2)  AHOLD FINANCE USA, LLC. as borrower ("Ahold Finance USA");

(3)  CROESUS INC. as borrower ("Croesus" and, together with the Principal
     Company and Ahold Finance USA, the "Original Borrowers" and each an
     "Original Borrower");

(4)  ABN AMRO BANK N.V. and J.P. MORGAN PLC as mandated lead arrangers (the
     "Arrangers");

(5)  J.P. MORGAN EUROPE LIMITED as Facility Agent (the "Facility Agent");

(6)  THE BANKS (as defined below).


IT IS AGREED as follows:


1.   DEFINITIONS AND INTERPRETATION

1.1  Definitions

     In this Agreement

     "Additional Borrower" means a wholly-owned direct or indirect subsidiary of
     the Principal Company which has become an Additional Borrower pursuant to
     and in accordance with the provisions of Clause 2.5 (Nomination of
     Additional Borrowers) and Clause 2.6 (Accession of Additional Borrowers).

     "Advance" means a Facility A Advance, a Facility A Term Advance or a
     Facility B Advance as the context may require.

     "Affiliate Notice" means a notice substantially in the form set out in
     Schedule 8 (Form of Affiliate Notice).

     "Applicable Margin" means the Facility A Applicable Margin or the Facility
     B Applicable Margin, as the context may require.

     "Available Commitment" means, in relation to a Bank at any time and save as
     otherwise provided herein, the aggregate of its Facility A Available
     Commitment, its Facility B Available Commitment and its Facility C
     Available Commitment.

     "Banks" means:

     (a)  any bank, financial institution, trust, fund or other entity named in
          Schedule 1 (The Banks) (other than one which has ceased to be a party
          hereto in accordance with the terms hereof); and

                                      - 1 -

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     (b)  any bank, financial institution, trust, fund or other entity which has
          become a party hereto in accordance with the provisions of Clause 25.4
          (Assignments by Banks) or Clause 25.5 (Transfers by Banks).

     "Borrower" means an Original Borrower or an Additional Borrower.

     "Cash Collateral" means, in relation to any Letter of Credit or L/C
     Proportion of a Letter of Credit, a deposit in an interest-bearing account
     or accounts as the Facility Agent may specify, that deposit and account to
     be secured in favour of, and on terms and conditions acceptable to, the
     Facility Agent.

     "Cash Collateral Documents" means any documents as the Facility Agent may
     specify, to be entered into in relation to the Cash Collateral.

     "Code" means the United States Internal Revenue Code of 1986.

     "Commitment" means, in relation to a Bank at any time, the aggregate of its
     Facility A Commitment, its Facility B Commitment and its Facility C
     Commitment.

     "Dollar Amount" means:

     (a)  in relation to any Advance, its Original Dollar Amount as reduced by
          the proportion (if any) of such Advance which has been repaid; and

     (b)  in relation to any Letter of Credit:

          (i)  at or before the Utilisation Date in respect of such Letter of
               Credit, the face amount thereof; and

          (ii) thereafter, the sum at such time of the maximum actual and
               contingent liabilities of the Issuing Bank under such Letter of
               Credit and the total amount of any payments made by the Issuing
               Bank thereunder which at such time have not been paid or
               reimbursed by any Obligor to the Issuing Bank hereunder; and

     (c)  in relation to the Outstandings, the aggregate of the Dollar Amounts
          of the outstanding Advances and Letters of Credit.

     "Employee Plan" shall mean an "employee pension benefit plan" as defined in
     Section 3(2) of ERISA, other than a Multiemployer Plan, which is maintained
     for, or under which contributions are made on behalf of, employees of any
     Obligor, Material US Subsidiary or any ERISA Affiliate.

     "Environment" means:

     (a)  land including any natural or man-made structures;

     (b)  water including ground waters and waters in drains and sewers; and

     (c)  air including air within buildings and other natural or man-made
          structures above or below ground.

                                      - 2 -

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     "Environmental Laws" means all and any applicable laws, including common
     law, statute and subordinate legislation, European Community Regulations
     and Directives and judgments and decisions, laws and regulations including
     those of the United States of America and any state or locality therein,
     including notices, orders and circulars, of any court or authority
     competent to make such judgment or decision compliance with which is
     mandatory for any member of the Group in any jurisdiction with regard to:

     (a)       the pollution or protection of the Environment;

     (b)       harm to the health of humans, animals or plants including laws
               relating to public and workers' health and safety;

     (c)       emissions, discharges or releases into the Environment of
               chemicals or any other pollutants or contaminants or industrial,
               radioactive, dangerous, toxic or hazardous substances or wastes
               (whether in solid, semi-solid, liquid or gaseous form and
               including noise and genetically modified organisms); or

     (d)       the manufacture, processing, use, treatment, storage,
               distribution, disposal, transport or handling of the substances
               or wastes described in (c) above.

     "Environmental Permits" means all and any permits, licences, consents,
     approvals, certificates, qualifications, specifications, registrations and
     other authorisations including any conditions which attach to any of the
     foregoing and the filing of all notifications, reports and assessments
     required under Environmental Laws for the operation of any business or for
     the sale, use, ownership, leasing, or operation of any real property.

     "ERISA" means the United States Employee Retirement Income Security Act of
     1974, as amended, and the rules and regulations thereunder.

     "ERISA Affiliate" shall mean any person that for the purposes of Title I or
     Title IV of ERISA or Section 412 of the Code is a member of any Obligor's
     (or any Material US Subsidiary's) controlled group, or under common control
     with any Obligor (or Material US Subsidiary), within the meaning of Section
     414 (b), (c), (m) or (o) of the Code and the regulations promulgated and
     rulings issued thereunder.

     "ERISA Event" shall mean (i) (A) any reportable event, as defined in
     Section 4043(c) of ERISA with respect to an Employee Plan, as to which PBGC
     has not by regulation waived the requirement of Section 4043(a) of ERISA
     that it be notified within thirty days of the occurrence of such event
     (provided that a failure to meet the minimum funding standard of Section
     412 of the Code or Section 302 of ERISA shall be a reportable event for the
     purposes of this sub-paragraph (i) regardless of the issuance of any
     waivers in accordance with Section 412(d) of the Code); or (B) the
     requirements of subsection (1) of Section 4043(b) of ERISA (without regard
     to subsection (2) of such Section) are met with respect to a contributing
     sponsor, as defined in Section 400l(a)(13) of ERISA, of an Employee Plan
     and an event described in paragraph (9), (10), (11), (12) or (13) of
     Section 4043(c) of ERISA is reasonably expected to occur with respect to
     such Employee Plan within the following 30 days; (ii) the filing under

                                      - 3 -

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     Section 4041(c) of ERISA of a notice of intent to terminate any Employee
     Plan or the termination of any Employee Plan under Section 4042 of ERISA by
     the PBGC, or the appointment of a trustee to administer any Employee Plan
     under Section 4042 of ERISA; (iii) the failure to make a required
     contribution to any Employee Plan that would result in the imposition of a
     lien under Section 412 (n) of the Code or Section 302 (f) of ERISA; and
     (iv) an engagement in a non-exempt prohibited transaction within the
     meaning of Section 4975 of the Code or Section 406 of ERISA, other than a
     non-exempt prohibited transaction that may arise as a result of any Bank
     using assets, in any portion or all of its Advances, of any employee
     benefit plan that is subject to Title I of ERISA or any plan that is
     subject to Section 4975 of the Code.

     "EURIBOR" means, in relation to any Advance or unpaid sum:

     (a)       the applicable Screen Rate; or

     (b)       (if no Screen Rate is available for the specified period) the
               arithmetic mean of the rates (rounded upwards to four decimal
               places) as supplied to the Facility Agent at its request quoted
               by the Reference Banks to leading banks in the European interbank
               market;

     as of 11:00 a.m. (Brussels time) on the Quotation Date for the offering of
     deposits in euro for the specified period (and for the purposes of this
     definition, "specified period" means the Term of such Facility A Advance or
     Facility B Advance or the Interest Period of such Facility A Term Advance
     or, as the case may be, the period in respect of which EURIBOR falls to be
     determined in relation to such unpaid sum).

     "Event of Default" means any of those circumstances specified in Clause 15
     (Events of Default).

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Existing Amount" means, in relation to any Facility A Term Advance and any
     two successive Interest Periods relating thereto, the amount of such
     Advance at the beginning of the last day of the first of those Interest
     Periods less any part thereof falling to be repaid on such day.

     "Expiry Date" means, in relation to any Letter of Credit, the date on which
     the maximum aggregate liability under that Letter of Credit is to be
     reduced to zero.

     "Facilities" means Facility A, Facility B and Facility C and "Facility"
     means any one of them.

     "Facility A Advance" means, save as otherwise provided herein, an advance
     made or to be made by the Banks under Facility A (but, for the avoidance of
     doubt, does not include a Facility A Term Advance unless otherwise provided
     herein).

     "Facility A Applicable Margin" means the rate per annum in relation to
     Facility A Advances determined in accordance with Clause 5.4.1 (Applicable
     Margin and L/C Commission Rate).

                                      - 4 -

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     "Facility A Available Commitment" means, in relation to a Bank at any time
     and save as otherwise provided herein, such Bank's Facility A Commitment at
     such time less the aggregate of its portions of the Dollar Amounts of the
     Facility A Advances which are then outstanding at such time provided that
     such amount shall not be less than zero.

     "Facility A Available Facility" means, at any time, the aggregate amount of
     the Facility A Available Commitments at such time, adjusted to take account
     of any reduction or increase pursuant to and in accordance with the terms
     hereof.

     "Facility A Commitment" means, in relation to a Bank at any time and save
     as otherwise provided herein, the amount set opposite its name under the
     heading "Facility A Commitment" in Schedule 1 (The Banks).

     "Facility A" has the meaning given to it in Clause 2.1.1 (Grant of the
     Facilities).

     "Facility A Loan" means, at any time, the aggregate principal amount of the
     Facility A Advances outstanding at such time.

     "Facility A Maturity Date" means, subject to extension thereof pursuant to
     Clauses 6.6 to 6.12 (inclusive), the date falling 364 days after the date
     of execution of this Agreement.

     "Facility A Term Advance" means, save as otherwise provided herein, an
     advance made or to be made pursuant to Clauses 6.13 to 6.15 (inclusive).

     "Facility A Termination Date" has the meaning given to it in Clause 6.13
     (Request for Conversion of Facility A).

     "Facility A Total Commitments" means, at any time, the aggregate of the
     Banks' Facility A Commitments.

     "Facility B Advance" means, save as otherwise provided herein, an advance
     made or to be made by the Banks under Facility B.

     "Facility B Applicable Margin" means the rate per annum in relation to
     Facility B Advances determined in accordance with Clause 5.4.1 (Applicable
     Margin and L/C Commission Rate).

     "Facility B Available Commitment" means, in relation to a Bank at any time
     and save as otherwise provided herein, such Bank's Facility B Commitment at
     such time less the aggregate of its portions of the Dollar Amounts of the
     Facility B Advances which are then outstanding at such time provided that
     such amount shall not be less than zero.

     "Facility B Available Facility" means, at any time, the aggregate amount of
     the Facility B Available Commitments at such time, adjusted to take account
     of any reduction or increase pursuant to and in accordance with the terms
     hereof (including without limitation Clause 2.10 (Aggregation of Facility B
     and Facility C)).

                                      - 5 -

<PAGE>

     "Facility B Commitment"  means,  in relation to a Bank at any time and save
     as otherwise provided herein, the amount set opposite its name under the
     heading "Facility B Commitment" in Schedule 1 (The Banks).

     "Facility B" has the meaning given to it in Clause 2.1.2 (Grant of the
     Facilities).

     "Facility B Loan" means, at any time, the aggregate principal amount of the
     Facility B Advances outstanding at such time.

     "Facility B Maturity Date" means the day which is five (5) years after the
     date hereof.

     "Facility B Total Commitments" means, at any time, the aggregate of the
     Banks' Facility B Commitments.

     "Facility C Available Commitment" means, in relation to a Bank at any time
     and save as otherwise provided herein, such Bank's Facility C Commitment at
     such time less the aggregate of its portions of the Dollar Amounts of the
     outstanding Letters of Credit at such time provided that such amount shall
     not be less than zero.

     "Facility C Available Facility" means, at any time, the aggregate amount of
     the Facility C Available Commitments at such time, adjusted to take account
     of any reduction or increase pursuant to and in accordance with the terms
     hereof (including without limitation Clause 2.10 (Aggregation of Facility B
     and Facility C)).

     "Facility C Commitment" means, in relation to a Bank at any time and save
     as otherwise provided herein, the amount set opposite its name under the
     heading "Facility C Commitment" in Schedule 1 (The Banks).

     "Facility C" has the meaning given to it in Clause 2.1.3 (Grant of the
     Facilities).

     "Facility C Maturity Date" means the day which is five (5) years after the
     date hereof.

     "Facility C Total Commitments" means, at any time, the aggregate of the
     Banks' Facility C Commitments.

     "Facility Office" means:

     (a)       in relation to the Facility Agent, the office identified with its
               signature below or such other office as it may from time to time
               select upon five business days' notice to the Principal Company;
               and

     (b)       in relation to any Bank, the office identified with its signature
               below (or, in the case of a Transferee, at the end of the
               Transfer Certificate to which it is a party as Transferee) or
               such other office as such Bank may from time to time select upon
               five business days' notice to the Facility Agent and the
               Principal Company.

                                      - 6 -

<PAGE>

     "Fee Letter" means the letter agreement dated on or about 7 June 2002
     between, inter alia, the Arrangers and the Principal Company.

     "Finance Documents" means this Agreement (as supplemented by any
     Supplemental Agreement) and each Supplemental Agreement, any Cash
     Collateral Document, the Mandate Letter and the Fee Letter and any other
     documents designated as such by the Facility Agent and Principal Company.

     "Finance Parties" means the Facility Agent, the Issuing Banks, the
     Arrangers and the Banks, and "Finance Party" means any one of them.

     "Guarantor" means the Principal Company in its capacity as guarantor
     hereunder.

     "Group" means at any time the Principal Company and its subsidiaries at
     such time.

     "Information Memorandum" means the document concerning the Obligors which,
     at their request and on their behalf, was prepared in relation to this
     transaction and distributed by the Arrangers to selected banks during June
     2002.

     "Instructing Group" means:

     (a)       whilst no Advances or Letters of Credit are outstanding
               hereunder, a Bank or group of Banks whose Commitments at such
               time (or, if each Bank's Commitment has been reduced to zero, did
               immediately before such reduction to zero) amount in aggregate to
               more than sixty-six and two thirds per cent. of the Total
               Commitments at such time; or

     (b)       at any time that there are one or more Advances or Letters of
               Credit outstanding hereunder, a Bank or group of Banks to whom
               more than sixty-six and two thirds per cent. of the Dollar Amount
               of the Outstandings at such time is owed.

     "Interest Period" means, save as otherwise provided herein:

     (a)       any of those periods mentioned in Clause 6.16 (Interest Periods);

     (b)       in relation to an unpaid sum, any of those periods mentioned in
               Clause 17.1 (Default Interest Periods).

     "IRS" means the United States Internal Revenue Service.

     "Issuing Bank" means any Bank which has agreed to issue a Letter of Credit
     which, at the time of the Utilisation Request relating to the relevant
     Letter of Credit, has a long-term debt rating by S&P of not less than AA-
     or by Moody's of not less than Aa3 as selected by the relevant Borrower or
     such alternative equivalent long term debt rating as may be applied by S&P
     or Moody's, respectively, from time to time.

     "L/C Commission Rate" means, at any time, a letter of credit commission
     rate per annum determined in accordance with Clause 5.4.1 (Applicable
     Margin and L/C Commission Rate).

                                      - 7 -

<PAGE>

     "L/C Outstandings" means, at any time, the aggregate of the Dollar Amounts
     of each outstanding Letter of Credit.

     "L/C Proportion" means, in relation to a Bank in respect of any Letter of
     Credit and save as otherwise provided in this Agreement, the proportion
     (expressed as a percentage) borne by that Bank's Facility C Available
     Commitment to the Facility C Available Facility immediately prior to the
     issue of that Letter of Credit.

     "L/C Valuation Date" means the first business day which falls six months
     after the date the first Letter of Credit is issued pursuant to this
     Agreement and each day falling at six monthly intervals after that date.

     "Letter of Credit" means a letter of credit issued or to be issued by an
     Issuing Bank, subject to and with the benefit of the provisions hereof,
     under Facility C in such form as agreed between the relevant Borrower, the
     Facility Agent and the relevant Issuing Bank (acting on the instructions of
     the Banks).

     "LIBOR" means, in relation to any Advance or unpaid sum:

     (a)       the applicable Screen Rate; or

     (b)       (if no Screen Rate is available for the currency or the specified
               period) the arithmetic mean of the rates (rounded upwards to four
               decimal places) as supplied to the Facility Agent at its request
               quoted by the Reference Banks to leading banks in the London
               interbank market,

     as of 11:00 a.m. (London time) on the Quotation Date for the offering of
     deposits in the currency of that Advance or unpaid sum and for the
     specified period (and for the purposes of this definition, "specified
     period" means the Term of such Facility A Advance or Facility B Advance or
     the Interest Period of such Facility A Term Advance or, as the case may be,
     the period in respect of which LIBOR falls to be determined in relation to
     such unpaid sum).

     "Mandate Letter" means the mandate letter dated on or about 7 June 2001
     from, inter alia, the Arrangers to the Principal Company.

     "Margin Stock" has the meaning assigned that term in Regulation U of the
     Board of Governors of the Federal Reserve System of the United States (or
     any successor) as in effect from time to time.

     "Material US Subsidiary" means:

     (a)       each of BI LO, Inc., Tops Markets, Inc., The Stop & Shop
               Companies, Inc., Giant Food Inc. (Landover, Maryland) and US
               Foodservice; and

     (b)       any other subsidiary (including, for the avoidance of doubt, any
               indirect subsidiary) of the Principal Company which is
               incorporated under the laws of the United States or any state
               thereof the consolidated net sales of which, as detailed in the
               most recently published audited consolidated financial

                                      - 8 -

<PAGE>

               statements of the Principal Company, exceed five per cent. (5%)
               of the consolidated net sales of the Group taken as a whole as
               detailed in the most recently published audited consolidated
               financial statements of the Principal Company.

     "Maturity Date" means the Facility A Maturity Date, the Facility B Maturity
     Date or the Facility C Maturity Date, as the context may require.

     "Moody's" means Moody's Investors Service, Inc.

     "Moody's Rating" means, at any time, the lowest of all ratings most
     recently announced at such time by Moody's which is assigned to any class
     of long-term senior, unsecured liability in respect of securities issued or
     guaranteed by the Principal Company, as to which no letter of credit,
     guarantee or third party credit support is in place, regardless of whether
     all or any part of such liability has been issued at the time such rating
     was issued (ignoring, for this purpose, any indication by Moody's of any
     negative, stable or positive outlook).

     "Multiemployer Plan" means a multiemployer plan (as defined in Section
     4001(a)(3) of ERISA) maintained or contributed to for employees of (i) any
     Obligor or (ii) any ERISA Affiliate.

     "New Amount" means in relation to any Facility A Term Advance and any two
     successive Interest Periods relating thereto, the amount of such Advance at
     the beginning of the second of those Interest Periods, as determined in
     accordance with Clause 6.20 (Amounts of Facility A Advances).

     "Obligors" means the Borrowers and the Guarantor (and "Obligor" means any
     one of them).

     "Original Dollar Amount" means, in relation to an Advance or a Letter of
     Credit, the principal amount thereof requested in the Utilisation Request
     relating thereto as the same may be reduced pursuant to Clause 3.5
     (Reduction of Available Commitment)) or, if such Advance or Letter of
     Credit is not denominated in dollars, the equivalent of such amount (as the
     same may be so reduced) in dollars, calculated as at:

     (a)       in the case of a Utilisation, the date of such Utilisation
               Request; or

     (b)       in the case of a renewal or revaluation of a Letter of Credit,
               the later of:

               (i)  the date falling two business days before its issue date or
                    any renewal date; or

               (ii) the most recent L/C Valuation Date;

     in each case adjusted to reflect any repayment or prepayment of the Advance
     or Letter of Credit as the case may be.

     "Original Financial Statements" means:

                                      - 9 -

<PAGE>

     (a)       in relation to the Principal Company, its audited consolidated
               financial statements for its financial year ended 31 December
               2001; and

     (b)       in relation to each Additional Borrower, its most recently
               published audited financial statements as at the date it becomes
               an Additional Borrower hereunder or, if such Additional Borrower
               does not have published audited financial statements, the most
               recent financial statements of the Additional Borrower as at the
               date it becomes an Additional Borrower hereunder (if any).

     "Outstandings" means, at any time, the aggregate of:

     (a)       the Facility A Loan

     (b)       the Facility B Loan; and

     (c)       the L/C Outstandings.

     "Participation" in relation to a Bank at any time means the aggregate of
     such Bank's Available Commitment at such time and its share of the Dollar
     Amount of the Outstandings at such time;

     "PBGC" means the United States Pension Benefit Guaranty Corporation or any
     successor thereto under ERISA.

     "Potential Event of Default" means any event which could or would become
     (with the passage of time, the giving of notice, the making of any
     determination hereunder or any combination thereof) an Event of Default.

     "Proportion" means, in relation to a Bank:

     (a)       whilst no Advances or Letters of Credit are outstanding
               hereunder, the proportion borne by its Commitment to the Total
               Commitments (or, if the Total Commitments are then zero, by its
               Commitment to the Total Commitments immediately prior to their
               reduction to zero); or

     (b)       whilst at least one Advance or Letter of Credit is outstanding
               hereunder, the proportion borne by its share of the Dollar Amount
               of the Outstandings to the Dollar Amount of the Outstandings.

     "Quotation Date" means, in relation to any period for which LIBOR or
     EURIBOR is to be determined hereunder, the day which is two business days
     prior to the first day of such period.

     "Reference Banks" means, for the purposes of determining LIBOR or Reserve
     Costs, the principal London offices of ABN AMRO Bank N.V., JPMorgan Chase
     Bank and Dresdner Bank or, for the purposes of determining EURIBOR, the
     principal Amsterdam office of ABN AMRO Bank N.V. and the principal London
     offices of JPMorgan Chase Bank and Dresdner Bank or, in either case, such
     other bank or banks

                                     - 10 -

<PAGE>

     as may from time to time be agreed between the Principal Company and the
     Facility Agent.

     "Regulation Costs" means, in relation to the portion of any Advance made by
     a Bank to a US Borrower (or deposits maintained by a Bank to fund such an
     Advance), the amount (if any) certified by such Bank to be the cost to it
     of complying with the Regulations (or any similar reserve requirements) in
     respect of that Advance or those deposits.

     "Regulations U and X" means, respectively, Regulations U and X of the Board
     of Governors of the Federal Reserve System of the United States (or any
     successor).

     "Regulations" means any regulations of the Board of Governors of the
     Federal Reserve System of the United States from time to time in force.

     "Repayment Date" means, in relation to any Facility A Advance or any
     Facility B Advance, the last day of the Term thereof or such earlier date
     upon which such Advance is required to be repaid pursuant hereto.

     "Reserve Costs" means, in relation to any Bank and in respect of any Term
     in relation to any Facility A Advance or any Facility B Advance or any
     Interest Period in relation to any Facility A Term Advance, the cost to
     such Bank of compliance with the minimum reserve requirements of (a) the
     Bank of England and/or the Financial Services Authority (or, in either
     case, any other authority which replaces all or any of its functions) or
     (b) the European Central Bank (any such cost, for the purposes of this
     Agreement, to be represented by the percentage rate per annum calculated by
     the Facility Agent in accordance with Schedule 7 (Reserve Cost Formulae)).

     "Rollover Advance" means one or more Facility A Advances or Facility B
     Advances:

     (a)       made or to be made on the same day that a maturing Facility A
               Advance or Facility B Advance, as the case may be, is due to be
               repaid;

     (b)       the aggregate amount of which is equal to or less than the
               maturing Facility A Advance or Facility B Advance, as the case
               may be;

     (c)       in the same currency as the maturing Facility A Advance or
               Facility B Advance, as the case may be; and

     (d)       made or to be made to the same Borrower for the purpose of
               refinancing a maturing Facility A Advance or Facility B Advance,
               as the case may be.

     "S&P" means Standard & Poor's Rating Group, a division of McGraw Hill,
     Inc., a New York corporation.

     "S&P Rating" means, at any time, the lowest of all ratings most recently
     announced at such time by S&P which is assigned to any class of long-term
     senior, unsecured liability in respect of securities issued or guaranteed
     by the Principal Company, as to which no letter of credit, guarantee or
     third party credit support is in place, regardless

                                     - 11 -

<PAGE>

     of whether all or any part of such liability has been issued at the time
     such rating was issued (ignoring, for this purpose, any indication by S&P
     of any negative, stable or positive outlook).

     "Screen Rate" means:

     (a)       in relation to LIBOR, the British Bankers' Association Interest
               Settlement Rate for the relevant currency and period; and

     (b)       in relation to EURIBOR, the percentage rate per annum determined
               by the Banking Federation of the European Union for the relevant
               period,

     displayed on the appropriate page of the Telerate screen. If the agreed
     page is replaced or service ceases to be available, the Facility Agent may
     specify another page or service displaying the appropriate rate after
     consultation with the Principal Company and an Instructing Group.

     "Substantial" means equal to or greater than 10 per cent. of the relevant
     amount as disclosed by the latest audited consolidated balance sheet or, as
     the case may be, profit and loss account of the Group.

     "Supplemental Agreement" means any agreement entered into by the parties
     hereto with any Additional Borrower (in its capacity as an Additional
     Obligor) pursuant to Clause 2.5 (Nomination of Additional Borrowers) to
     Clause 2.8 (Principal Company's Authority) substantially in the form set
     out in Schedule 5 (Supplemental Agreement for Additional Borrowers) or such
     other form as the Principal Company and the Facility Agent shall agree.

     "TARGET" means Trans-European Automated Real-time Gross Settlement Express
     Transfer payment system.

     "TARGET Day" means any day on which TARGET is open for the settlement of
     payments in euro.

     "Term" means, save as otherwise provided herein, in relation to any
     Facility A Advance or any Facility B Advance, the period for which such
     Advance is borrowed (as specified in the Utilisation Request relating
     thereto) and, in relation to any Letter of Credit, the period from the date
     on which such Letter of Credit is issued until its Expiry Date (as
     specified in the Utilisation Request relating thereto).

     "Total Commitments" means the aggregate for the time being of the Banks'
     Commitments.

     "Transfer Certificate" means a certificate substantially in the form set
     out in Schedule 2 (Form of Transfer Certificate) signed by a Bank and a
     Transferee whereby:

     (a)       such Bank seeks to procure the transfer to such Transferee of all
               or a part of such Bank's rights, benefits and obligations
               hereunder as contemplated in Clause 25.3 (Assignment and
               Transfers by Banks); and

                                     - 12 -

<PAGE>

     (b)       such Transferee undertakes to perform the obligations it will
               assume as a result of delivery of such certificate to the
               Facility Agent as is contemplated in Clause 25.5 (Transfers by
               Banks).

     "Transfer Date" means, in relation to any Transfer Certificate, the date
     for the making of the transfer as specified in the schedule to such
     Transfer Certificate.

     "Transferee" means any bank, financial institution, trust, fund or other
     entity to which a Bank seeks to transfer all or part of such Bank's rights,
     benefits and obligations hereunder.

     "United States" and "US" means the United States of America (including the
     District of Columbia), its territories, possessions and other areas subject
     to the jurisdiction of the United States of America.

     "US Borrower" means any Borrower which has been incorporated under the laws
     of the United States or any state thereof.

     "US Obligor" means any Obligor incorporated or organised in the United
     States.

     "Utilisation" means a utilisation of a Facility hereunder, whether by way
     of an Advance or a Letter of Credit.

     "Utilisation Date" means the date of a Utilisation, being the date on which
     the Advance in respect thereof is to be made or the Letter of Credit in
     respect thereof is to be issued.

     "Utilisation Request" means a notice substantially in the form set out in
     Schedule 4 (Utilisation Request).

     "Withdrawal Liability" has the meaning given to such term under Part I of
     Subtitle E of Title IV of ERISA.

1.2  Interpretation

     Any reference in this Agreement to:

     the "Facility Agent, any "Issuing Bank" or any "Bank" in any capacity
     hereunder shall be construed so as to include its and any subsequent
     successors, Transferees and assigns in accordance with their respective
     interests;

     any "affiliate" of any person is a reference to a holding company or a
     subsidiary, or a subsidiary of a holding company, of such person;

     any "applicable law" shall be construed so as to include all present and
     future applicable laws, statutes, regulations, codes, treaties,
     conventions, judgments, awards, determinations or decrees;

     "borrowed money" means, in respect of any person:

                                     - 13 -

<PAGE>

     (a)       money borrowed or raised and premiums (if any) and capitalised
               interest in respect thereof;

     (b)       the principal and premiums (if any) and capitalised interest in
               respect of any debenture, bond, note, loan stock or similar
               instrument;

     (c)       liabilities in respect of any letter of credit, acceptance
               credit, bill discounting or note purchase facility and any
               receivables purchase, factoring or discounting arrangement;

     (d)       rental or hire payments under leases or hire purchase agreements
               (whether in respect of land, machinery, equipment or otherwise)
               entered into primarily for the purpose of raising finance;

     (e)       the deferred purchase price of assets or services in respect of
               transactions which have the commercial effect of borrowing or
               which otherwise finance its or the Group's operations or capital
               requirements (except any such arrangements entered into in the
               ordinary and usual course of trading and having a term not
               exceeding 90 days from the date on which the liability was
               originally incurred);

     (f)       liabilities in respect of any foreign exchange agreement,
               currency or interest purchase or swap transactions or similar
               arrangements;

     (g)       all obligations to purchase, redeem, retire, defease or otherwise
               acquire for value any share capital of any person or any
               warrants, rights or options to acquire such share capital in
               respect of transactions which have the commercial effect of
               borrowing or which otherwise finance its or the Group's
               operations or capital requirements;

     (h)       any other transactions having the commercial effect of borrowing
               entered into by any person to finance its operations or capital
               requirements; and

     (i)       all indebtedness for borrowed money of other persons referred to
               in paragraphs (a) to (h) above guaranteed directly or indirectly
               in any manner by such person, or having the commercial effect of
               being guaranteed directly or indirectly by such person by virtue
               of an agreement (a) to pay or purchase such indebtedness for
               borrowed money or to advance or supply funds for the payment or
               purchase of such indebtedness for borrowed money, (b) to purchase
               or lease (as lessee) property, or to purchase services, primarily
               for the purpose of enabling the debtor to make payments of such
               indebtedness for borrowed money, (c) to supply funds to or in any
               other manner invest in the debtor (including any agreement to pay
               for property of services irrespective of whether such property is
               received or such services are rendered) or (d) otherwise to
               assure any person to whom indebtedness for borrowed money is owed
               against loss with respect thereto;

                                     - 14 -

<PAGE>

     a "business day" shall be construed as a reference to a day (other than a
     Saturday or Sunday) on which banks are generally open for business in
     London and New York City and (in relation to any date for payment or
     purchase of Euros) any TARGET Day;

     a "Clause" shall, subject to any contrary indication, be construed as a
     reference to a clause hereof;

     an "encumbrance" means any mortgage, pledge, lien (other than a lien
     arising solely by operation of law in the ordinary course of business),
     charge, assignment, hypothecation, security interest or other encumbrance
     or charge by way of security or any title retention right (other than in
     the ordinary course of trading), preferential right (other than a
     preferential right accorded to creditors on a liquidation solely by
     operation of law) or trust arrangement or other agreement or arrangement
     the effect of any of which is the creation of security;

     the "equivalent" on any given date in one currency (the "first currency")
     of an amount denominated in another currency (the "second currency") is a
     reference to the amount of the first currency which could be purchased with
     the amount of the second currency at the spot rate of exchange quoted by
     the Facility Agent at or about 12.00 (noon) (London time) on such date for
     the purchase of the first currency with the second currency;

     a "holding company" of a company or corporation shall be construed as a
     reference to any company or corporation of which the first-mentioned
     company or corporation is a subsidiary;

     "indebtedness shall be construed so as to include any obligation (whether
     incurred as principal or as surety) for the payment or repayment of money,
     whether present or future, actual or contingent;

     a "month" is a reference to a period starting on one day in a calendar
     month and ending on the numerically corresponding day in the next
     succeeding calendar month save that, where any such period would otherwise
     end on a day which is not a business day, it shall end on the next
     succeeding business day, unless that day falls in the calendar month
     succeeding that in which it would otherwise have ended, in which case it
     shall end on the immediately preceding business day provided that, if a
     period starts on the last business day in a calendar month or if there is
     no numerically corresponding day in the month in which that period ends,
     that period shall end on the last business day in that later month (and
     references to "months" shall be construed accordingly);

     "net assets" shall be construed as a reference to the difference between
     (a) the aggregate of the current assets (including but not limited to Cash
     and cash Equivalents, Receivables and Inventories) and fixed assets
     (including but not limited to Total Net Tangible Fixed Assets, Loan
     Receivables, Investments in unconsolidated subsidiaries and affiliates and
     Intangible Assets) of the Principal Company and (b) the aggregate of the
     current liabilities (including but not limited to Loans payable, Taxes
     payable, Accounts payable, Accrued expenses and Other current liabilities)
     and long term

                                     - 15 -

<PAGE>

     liabilities (including but not limited to Subordinated loans, Other loans,
     Capitalised lease commitments, Deferred income taxes and Other provisions)
     of the Principal Company in each case as reported in the latest
     consolidated balance sheet of the Principal Company delivered pursuant to
     Clause 14.1.1 (Undertakings);

     a "person" shall be construed as a reference to any person, firm, company,
     corporation, government, state or agency of a state or any association or
     partnership (whether or not having separate legal personality) of two or
     more of the foregoing;

     a "subsidiary" of the Principal Company means a company which is a
     subsidiary of the Principal Company within the meaning of Article 24a of
     Book 2 of the Dutch Civil Code and which is a company which is consolidated
     in the consolidated financial statements of the Principal Company;

     a "subsidiary" of a company or corporation other than the Principal Company
     shall be construed as a reference to any company or corporation:

     (a)       which is controlled, directly or indirectly, by the
               first-mentioned company or corporation;

     (b)       more than half the issued share capital of which is beneficially
               owned, directly or indirectly, by the first-mentioned company or
               corporation; or

     (c)       which is a subsidiary of another subsidiary of the
               first-mentioned company or corporation

     and, for these purposes, a company or corporation shall be treated as being
     controlled by another if that other company or corporation is able to
     direct its affairs and/or to control the composition of its board of
     directors or equivalent body;

     "tax" shall be construed so as to include any tax, levy, impost, duty or
     other charge of a similar nature (including, without limitation, any
     penalty or interest payable in connection with any failure to pay or any
     delay in paying any of the same);

     "VAT" shall be construed as a reference to value added tax including any
     similar tax which may be imposed in place thereof from time to time;

     a "wholly-owned subsidiary" of a company or corporation shall be construed
     as a reference to any company or corporation which has no other
     shareholders or members except that company or corporation and/or that
     other company's or corporation's wholly owned subsidiaries or persons
     acting on behalf of that other company or corporation or its wholly-owned
     subsidiaries; and

     the "winding-up", "dissolution" or "administration" of a company or
     corporation shall be construed so as to include bankruptcy (faillissement),
     moratorium (surseance van betaling) and any equivalent or analogous
     proceedings under the law of the jurisdiction in which such company or
     corporation is incorporated or any jurisdiction in which such company or
     corporation carries on business including the seeking of

                                     - 16 -

<PAGE>

     liquidation, winding-up, reorganisation, dissolution, administration,
     arrangement, adjustment, protection or relief of debtors.

1.3  Currency Symbols

     "$" and "dollars" denote lawful currency of the United States of America.
     "EUR", "Eur","", "Euro" and "euro" means the single currency unit of the
     member states of the European Union that adopt or have adopted the euro as
     its lawful currency in accordance with legislation of the European Union
     relating to European Monetary Union.

1.4  Agreements, Documents and Statutes

     Save where the contrary is indicated, any reference in this Agreement to:

     1.4.1     this Agreement or any other agreement or document shall be
               construed as a reference to this Agreement or, as the case may
               be, such other agreement or document as the same may have been,
               or may from time to time be, amended, varied, novated or
               supplemented without breach of this Agreement;

     1.4.2     a statute shall be construed as a reference to such statute as
               the same may have been, or may from time to time be, amended or
               re-enacted; and

     1.4.3     a time of day shall be construed as a reference to London time.

1.5  Headings

     Clause and Schedule headings are for ease of reference only.

1.6  No Third Party Rights

     A person who is not a party to this Agreement has no right under the
     Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
     Agreement.


2.   THE FACILITIES

2.1  Grant of the Facilities

     The Banks grant to the Borrowers, upon the terms and subject to the
     conditions hereof:

     2.1.1     a multicurrency revolving credit facility in an aggregate amount
               of US$500,000,000 or its equivalent from time to time in Euros
               ("Facility A");

     2.1.2     a multicurrency revolving credit facility in an aggregate amount
               of US$1,500,000,000 or its equivalent from time to time in Euros
               ("Facility B"); and

     2.1.3     a multicurrency letter of credit facility in an aggregate amount
               of US$150,000,000 or its equivalent from time to time in Euros
               ("Facility C").

2.2  Purpose and Application

     The Facilities are intended for the purposes of:

     2.2.1     refinancing existing indebtedness of the Principal Company under
               the US$1 billion multi-currency revolving credit agreement dated
               18 December 1996

                                     - 17 -

<PAGE>

               between the Principal Company and others as borrowers and
               guarantors, ABN AMRO Bank N.V., Chase Investment Bank Limited and
               J.P. Morgan Securities Ltd as arrangers, The Chase Manhattan Bank
               as facility, swing-line, letter of credit and short term advances
               agent and Chase Manhattan International Limited as multi-currency
               facility agent;

     2.2.2     liquidity back-up purposes; and

     2.2.3     general corporate purposes,

     and accordingly each of the Borrowers shall apply all amounts raised by it
     under the Facilities in or towards satisfaction of such purposes. No
     portion of the proceeds of any Advance or any Letter of Credit under this
     Agreement shall be used by any Borrower or any of its subsidiaries in any
     manner that would cause the borrowing of such Advance or the application of
     such proceeds or the issuing of or participation in such Letter of Credit
     to violate any of the Regulations or to violate the Exchange Act, in each
     case as in effect on the date or dates when any such Advance is made, when
     such proceeds are used and/or when such Letter of Credit is issued. Without
     prejudice to the obligations of the Borrowers under this Clause 2.2
     (Purpose and Application), neither the Facility Agent, the Arrangers and
     the Banks nor any of them shall be obliged to concern themselves with the
     application of amounts raised by any Borrower hereunder.

2.3  Condition Precedent Documents

     None of the Borrowers may deliver any Utilisation Request hereunder unless
     the Facility Agent has confirmed to the Principal Company and the Banks
     that it has received all of the documents listed in Schedule 3 (Condition
     Precedent Documents) each, in form and substance, satisfactory to the
     Facility Agent and that each of the other conditions referred to therein
     have been met to the satisfaction of the Facility Agent. The Facility Agent
     shall promptly notify the Principal Company and the Banks upon being so
     satisfied.

2.4  Banks' Obligations Several

     The obligations of each Bank and each Issuing Bank hereunder are several.
     The failure by a Bank or an Issuing Bank to perform its obligations
     hereunder shall not affect the obligations of any Obligor towards any other
     party hereto nor shall any other party be liable for the failure by such
     Bank or Issuing Bank, as the case may be, to perform its obligations
     hereunder. The amounts outstanding at any time hereunder from a Borrower to
     any of the parties hereto shall, subject as otherwise provided herein, be a
     separate and independent debt and each such party shall, subject to the
     terms of this Agreement, be entitled to protect and enforce its individual
     rights arising out of this Agreement independently of any other party and
     it shall not be necessary for any party hereto to be joined as an
     additional party in any proceedings for this purpose.

2.5  Nomination of Additional Borrowers

     The Principal Company may from time to time designate any of its
     wholly-owned subsidiaries as an Additional Borrower provided that it has
     obtained the prior written consent of an Instructing Group. If the
     Principal Company so designates any such

                                     - 18 -

<PAGE>

     subsidiary or subsidiaries, the Principal Company shall promptly deliver or
     cause to be delivered to the Facility Agent a Supplemental Agreement duly
     executed by the parties thereto.

2.6  Accession of Additional Borrowers

     Promptly on receipt by it of each of the conditions precedent specified in
     any Supplemental Agreement, the Facility Agent will confirm to the relevant
     Additional Borrower, the Principal Company and the Banks that it has
     received such documents and whether or not each is, in form and substance,
     satisfactory to it. Upon delivery to the Facility Agent of any Supplemental
     Agreement and subject to the Facility Agent having confirmed to the
     relevant Additional Borrower, the Principal Company and the Banks that it
     has received, in form and substance satisfactory to it, each of the
     conditions precedent specified therein, this Agreement shall thenceforth be
     read and construed as if each subsidiary of the Principal Company which is
     a party to the Supplemental Agreement as an Additional Borrower were a
     party hereto having all the rights and obligations of a Borrower.
     Accordingly all references in any Finance Document to (a) any "Additional
     Borrower", "Borrower", "Obligor" or any derivative term, shall be treated
     as including a reference to any such subsidiary becoming a party hereto in
     the manner contemplated above; and (b) this Agreement, shall be treated as
     a reference to this Agreement as supplemented by such Supplemental
     Agreement and all previous Supplemental Agreements to the intent that this
     Agreement, such Supplemental Agreement and all previous Supplemental
     Agreements shall be read and construed together as one single agreement.

2.7  Facility Agent's Authority

     Each of the Arrangers, the Issuing Banks and the Banks irrevocably
     authorises the Facility Agent to execute any Supplemental Agreement on its
     behalf. The Facility Agent shall promptly notify each of the Banks and the
     Issuing Banks of the execution by it of any Supplemental Agreement.

2.8  Principal Company's Authority

     Each of the Obligors (other than the Principal Company) irrevocably
     authorises the Principal Company to designate any of its subsidiaries as an
     Additional Borrower pursuant to Clause 2.5 (Nomination of Additional
     Borrowers) and irrevocably authorises the Principal Company to execute on
     its behalf any Supplemental Agreement in relation thereto.

2.9  Separate and Independent Facilities

     Subject to Clause 2.10 (Aggregation of Facility B and Facility C), the
     Facilities granted in this Agreement are separate and independent of each
     other. The aggregate of the amounts outstanding at any time under each
     Facility shall be a separate and independent debt.

2.10 Aggregation of Facility B and Facility C

     Clause 2.1.2 and Clause 2.1.3 are subject to the restriction that at no
     time may the aggregate of the Dollar Amount of the Facility B Loan and the
     L/C Outstandings under

                                     - 19 -

<PAGE>

     Facilities B and C exceed the amount of the Facility B Total Commitments
     (being, at the date hereof, US$1,500,000,000).


3.   UTILISATION OF THE MULTICURRENCY REVOLVING CREDIT FACILITIES

3.1  Delivery of Utilisation Request for Advances

     Save as otherwise provided herein, a Borrower may from time to time request
     the making of a Facility A Advance or a Facility B Advance or the issue of
     a Letter of Credit under the relevant Facility by the delivery to the
     Facility Agent not more than eight business days nor later than 11:00 a.m.
     (London time) on the third business day before the proposed date for the
     making of such Advance or the issue of such Letter of Credit, of a duly
     completed Utilisation Request therefor.

3.2  Utilisation Details

     Each Utilisation Request delivered to the Facility Agent pursuant to Clause
     3.1 (Delivery of Utilisation Request for Advances) shall be irrevocable and
     shall specify:

     3.2.1     the proposed date for the making of the relevant Advance or issue
               of the relevant Letter of Credit which (i) in the case of a
               Facility A Advance shall be a business day falling before the
               Facility A Maturity Date, (ii) in the case of a Facility B
               Advance shall be a business day falling before the Facility B
               Maturity Date and (iii) in the case of a Letter of Credit shall
               be a business day falling before the Facility C Maturity Date;

     3.2.2     the currency of denomination of the proposed Advance or Letter of
               Credit which shall be dollars or Euros;

     3.2.3     the amount of the proposed Advance or Letter of Credit, which
               shall be (x) in the case of an Advance, an amount of not less
               than $25,000,000 and an integral multiple of $5,000,000 (or, if
               the Advance is to be denominated in Euros, such comparable and
               convenient amount thereof as the Facility Agent may from time to
               time specify) or (y) in the case of a Letter of Credit, the face
               amount thereof, and the Dollar Amount of which shall not exceed
               (i) in the case of a Facility A Advance, the Facility A Available
               Facility, (ii) in the case of a Facility B Advance, the Facility
               B Available Facility or (iii) in the case of a Letter of Credit,
               the Facility C Available Facility, in each case adjusted to take
               account of:

               (a)  any reduction in the Facility A Commitment, the Facility B
                    Commitment or, as the case may be, the Facility C Commitment
                    of a Bank scheduled to be made prior to the commencement of
                    the Term in respect of the proposed Advance or Letter of
                    Credit; and

               (b)  the Dollar Amounts of any Advances or Letters of Credit
                    under the relevant Facility which are scheduled to be made,
                    issued, repaid or cancelled on or before the date of
                    drawdown of the proposed Advance or the date of issue of the
                    proposed Letter of Credit;

                                     - 20 -

<PAGE>

     3.2.4     the proposed Term of the proposed Advance or Letter of Credit,
               which shall be a period of one, two, three or six months or such
               other period not exceeding twelve months agreed by the Banks
               ending on a business day falling on or before (i) in the case of
               a Facility A Advance, the Facility A Maturity Date, (ii) in the
               case of a Facility B Advance, the Facility B Maturity Date or
               (iii) in the case of a Letter of Credit, the Facility C Maturity
               Date (subject, in the case of a Letter of Credit, to an automatic
               extension provision which can be cancelled by the Issuing Bank on
               notice to the beneficiary thereof);

     3.2.5     (in the case of an Advance) the account to which the proceeds of
               the proposed Advance are to be paid;

     3.2.6     (in the case of a Letter of Credit) the name and address of the
               recipient to whom such Letter of Credit is to be delivered; and

     3.2.7     (in the case of a Letter of Credit) the Issuing Bank relating to
               such Letter of Credit.

3.3  Making of Advances and Issue of Letters of Credit

     If a Borrower requests an Advance or a Letter of Credit in accordance with
     the provisions of this Clause 3 and, on the proposed date for the making of
     such Advance or the issue of such Letter of Credit:

     3.3.1     none of the events mentioned in Clause 12 (Market Disruption)
               shall have occurred;

     3.3.2     the Dollar Amount of such Advance or Letter of Credit does not
               exceed the Facility A Available Facility (in the case of a
               Facility A Advance), the Facility B Available Facility (in the
               case of a Facility B Advance) or the Facility C Advance (in the
               case of a Letter of Credit), in each case adjusted to take
               account of:

               (a)  any reduction in the Facility A Commitment, the Facility B
                    Commitment or, as the case may be, the Facility C Commitment
                    of a Bank scheduled to be made on such proposed date for the
                    making of such Advance or issue of such Letter of Credit;
                    and

               (b)  the Dollar Amounts of any Advances or Letters of Credit
                    under the relevant Facility which are scheduled to be made,
                    issued, repaid or cancelled on such proposed date for the
                    making of such Advance or the issue of such Letter of
                    Credit;

     3.3.3     to give effect to such request would not result in (i) more than
               ten Facility A Advances being outstanding or (ii) more than ten
               Facility B Advances being outstanding or (iii) more than forty
               Letters of Credit being outstanding;

     3.3.4     (in the case of a Letter of Credit) the identity of the recipient
               has been agreed by all the Banks no later than 3.00 p.m. (London
               time) on the third business

                                     - 21 -

<PAGE>

               day in London before the proposed date for the issue of the
               relevant Letter of Credit;

     3.3.5     (in the case of a Letter of Credit) the form of such Letter of
               Credit is in such form as has been agreed between the relevant
               Borrower, the Facility Agent and the Issuing Bank (acting on the
               instructions of the Banks) by no later than 3.00 p.m. (London
               time) on the third business day in London before the date from
               the issue of such Letter of Credit;

     3.3.6     either:

               (a)  no Event of Default or (other than in the case of a Rollover
                    Advance) Potential Event of Default has occurred and is
                    continuing or would result from the making of such Advance
                    or the issue of such Letter of Credit; and

               (b)  the representations set out in Clause 13 (Representation and
                    Warranties) which are to be repeated pursuant to the
                    relevant Utilisation Request are true on and as of the
                    proposed date for the making of such Advance or the issue of
                    such Letter of Credit and would continue to be true
                    immediately following the making of the relevant Advance or
                    the issue of such Letter of Credit and the application of
                    the proceeds thereof in meeting the purpose for the making
                    of such Advance or the issue of such Letter of Credit (as if
                    references therein to Original Financial Statements were
                    references to the most recent set of annual audited
                    financial statements delivered by each Borrower to the
                    Facility Agent pursuant to Clause 14 (Undertakings))

               or each of the Banks agrees, notwithstanding any matter mentioned
               at sub-Clause 3.3.6(a) or (b) above to participate in the making
               of such Advance or the issue of such Letter of Credit,

               then:

               (1)  the Facility Agent shall, no later than 5.00 p.m. (London
                    time) on the third business day prior to the proposed
                    Utilisation Date, notify each Bank and (if applicable) the
                    Issuing Bank by telefax or by telephone (with confirmation
                    to follow by telefax) at its Facility Office of the amount
                    of such Advance or Letter of Credit, the amount of such
                    Bank's participation therein and the period for which such
                    Advance or Letter of Credit is to be made;

               (2)  each Bank shall, no later than 11.00 a.m. (London time) on
                    such proposed Utilisation Date make its portion of such
                    Advance available to the Facility Agent in the relevant
                    currency, in accordance with Clause 19 (Payments);

                                     - 22 -

<PAGE>

               (3)  (in the case of an Advance) the Facility Agent shall, no
                    later than 4.00 p.m. (London time) on such proposed
                    Utilisation Date, make such Advance available to the
                    relevant Borrower in accordance with but subject to Clause
                    19 (Payments); and

               (4)  (in the case of any Letter of Credit) the relevant Issuing
                    Bank shall on such proposed Utilisation Date issue such
                    Letter of Credit to the relevant recipient

               Provided that (in the case of a Letter of Credit), if the issue
               of such proposed Letter of Credit to the proposed beneficiary is
               prohibited under any law, statute, regulation, order or decree to
               which a Bank is subject or pursuant to any request or requirement
               of any central bank or other fiscal, monetary or other authority
               to which a Bank is subject, the relevant Issuing Bank shall not
               be obliged to issue such proposed Letter of Credit.

3.4  Facility Office

     Each Bank will participate in each Facility A Advance, each Facility B
     Advance and each Letter of Credit made pursuant to this Clause 3 through
     its Facility Office specified in relation thereto in the proportion borne
     by its Facility A Available Commitment, its Facility B Available Commitment
     or, as the case may be, its Facility C Available Commitment to the Facility
     A Available Facility, the Facility B Available Facility or, as the case may
     be, the Facility C Available Facility immediately prior to the making of
     such Advance or the issue of such Letter of Credit.

3.5  Reduction of Available Commitment

     If a Bank's Facility A Commitment, its Facility B Commitment or, as the
     case may be, its Facility C Commitment is reduced in accordance with the
     terms hereof after the Facility Agent has received the Utilisation Request
     for a Facility A Advance, a Facility B Advance or a Letter of Credit and
     such reduction was not taken into account pursuant to of Clause 3.2.3
     (Utilisation Details), then both the Original Dollar Amount and the actual
     amount of that Facility A Advance, Facility B Advance or Letter of Credit
     shall be reduced accordingly.

3.6  Completion of Letters of Credit

     The Issuing Bank relating to any Letter of Credit is hereby authorised to
     issue such Letter of Credit pursuant to Clause 3.3 (Making of Advances and
     Issue of Letters of Credit) by:

     3.6.1     completing the issue date and Expiry Date of such Letter of
               Credit; and

     3.6.2     executing and delivering such Letter of Credit to the relevant
               recipient on the Utilisation Date.

3.7  Revaluation of L/C Outstandings

     On each L/C Valuation Date, the Facility Agent shall calculate the amount
     of the L/C Outstandings (having regard to changes in the Dollar Amounts of
     the Letters of Credit which may arise as a result of currency fluctuations)
     and the Facility Agent shall notify

                                     - 23 -

<PAGE>

     the Principal Company and the relevant Borrower of the amount, if any (the
     "Excess Amount") by which the L/C Outstandings exceed the aggregate
     Facility C Commitments of the Banks and the relevant Borrower shall:

     (a)       procure that the Issuing Banks' obligations under any Letters of
               Credit are reduced by an amount no less than the Excess Amount;
               or

     (b)       secure that Excess Amount by providing Cash Collateral in an
               amount no less than the Excess Amount.

3.8  Nomination of Affiliates under the Facilities

     3.8.1     Subject to Clause 3.8.2, each Bank may nominate one or more of
               its affiliates to perform all or part of its obligations under
               any of the Facilities and performance of such obligations by an
               affiliate shall be deemed to discharge the corresponding
               obligations of the Bank.

     3.8.2     Any Bank (a "Relevant Bank") wishing to nominate an affiliate
               pursuant to Clause 3.8.1 shall deliver to the Facility Agent a
               duly executed Affiliate Notice at least five business days prior
               to the Effective Date specified in the Affiliate Notice.

     3.8.3     Upon the delivery of a duly executed Affiliate Notice, this
               Agreement shall on the date specified in the Affiliate Notice be
               read and construed as if the relevant affiliate were a party
               hereto and such affiliate shall, subject to the terms and
               conditions of this Clause 3.8 (and to the extent contemplated by
               the relevant Affiliate Notice), acquire all the rights and assume
               all the obligations of a Bank hereunder and upon such affiliate
               performing any of the obligations expressed to be assumed by it
               in such Affiliate Notice there shall be deemed to be a transfer
               and assignment of the corresponding rights and obligations of the
               Relevant Bank hereunder to such affiliate.

     3.8.4     Each Bank hereby irrevocably authorises the Facility Agent to
               execute on its behalf any Affiliate Notice delivered pursuant to
               Clause 3.8.2 and each Obligor (other than the Principal Company)
               hereby irrevocably authorises the Principal Company to execute
               such Affiliate Notice on its behalf.

     3.8.5     For the avoidance of doubt the parties confirm that each Relevant
               Bank and any affiliate who is deemed to become a Bank pursuant to
               Clause 3.8.3 share a single Facility A Commitment, a single
               Facility B Commitment and a single Facility C Commitment so that
               the obligations assumed by the affiliate pursuant to this Clause
               3.8 shall not, when aggregated with such Relevant Bank's portion
               of the Outstandings, cause the Relevant Bank's Commitment to be
               exceeded.

     3.8.6     For the purposes of constructing an Instructing Group or
               obtaining the consent of a Bank, the parties agree that any
               participation in the Facilities by an affiliate of a Relevant
               Bank shall be deemed to have been a participation by the Relevant
               Bank.

                                     - 24 -

<PAGE>

4.   INDEMNITY IN RELATION TO LETTERS OF CREDIT

4.1  Demand for Payment

     If, at any time, a demand for payment (the amount so demanded being herein
     referred to as the "Amount Demanded") is made under a Letter of Credit the
     Issuing Bank relating to such Letter of Credit shall notify the Facility
     Agent who shall notify each of the Banks and the relevant Borrower and the
     Principal Company of such demand and the Facility Agent shall make demand
     of each of the Banks for an amount equal to its share of the Amount
     Demanded.

4.2  Payment

     Each Bank shall, upon receipt by it of a demand made on it by the Facility
     Agent under this Clause 4 and in any event no later than 11.00 a.m. (London
     time) on the business day following receipt of the demand, pay to the
     Facility Agent the amount demanded of it. The Facility Agent shall, upon
     receipt of such amount, promptly pay the same to the Issuing Bank of the
     relevant Letter of Credit.

4.3  Indemnification

     Each Borrower which requests any Letter of Credit hereby irrevocably and
     unconditionally agrees to indemnify and keep indemnified the Issuing Bank,
     the Facility Agent and each Bank on demand against each and every sum paid
     or payable by the Issuing Bank or any such Bank under or in respect of any
     Letter of Credit and also undertakes to indemnify and hold harmless the
     Issuing Bank, the Facility Agent and each Bank on demand from and against
     all actions, proceedings, liabilities, costs (including any costs incurred
     in funding any amount which falls due from the Issuing Bank, the Facility
     Agent or any Bank under any Letter of Credit in connection with any such
     Letter of Credit), claims, losses, damages and expenses which the Issuing
     Bank, the Facility Agent and each Bank may at any time incur or sustain in
     connection with or arising out of any Letter of Credit.

4.4  The Issuing Bank's and Banks' Entitlements

     The Issuing Bank and each Bank shall be entitled to make any payment under
     or in respect of any Letter of Credit for which a demand has been made
     without any reference to or further authority from the relevant Borrower or
     the Principal Company or any other investigation or inquiry, need not
     concern itself with the propriety of any demand made or purported to be
     made under and in the manner required by the terms of any such Letter of
     Credit and shall be entitled to assume that any person expressed in any
     Letter of Credit or in any notice served pursuant to any such Letter of
     Credit to be entitled to make demands is so entitled and that any
     individual purporting to sign any such demand or notice on behalf of such
     person is duly authorised to do so; accordingly, it shall not be a defence
     to any demand made of the relevant Borrower, nor shall the relevant
     Borrower's obligations hereunder be impaired by the fact (if it be the
     case), that the Issuing Bank, the Facility Agent or any Bank was or might
     have been justified in refusing payment, in whole or in part, of the
     amounts so demanded.

                                     - 25 -

<PAGE>

4.5  Obligations Not Discharged

     The obligations of each of the Banks and the Borrower requesting the Letter
     of Credit to the Issuing Bank, the Facility Agent and (in the case of such
     Borrower) each Bank shall not be discharged, lessened or impaired by any
     act, omission or circumstance whatsoever which, but for this provision,
     might operate to release or exonerate such Bank or the relevant Borrower
     from all or part of such obligations or in any other way discharge, lessen
     or impair the same.

4.6  Certificate of the Issuing Bank Conclusive

     A certificate of the Issuing Bank as to the amount paid out by the Issuing
     Bank under any Letter of Credit shall, save for manifest error, be
     conclusive and binding upon the relevant Borrower for the purposes of this
     Agreement and prima facie evidence of the payment of such amounts in any
     legal action or proceedings arising in connection therewith.


5.   INTEREST ON ADVANCES

5.1  Rate of Interest

     The rate of interest applicable to a Facility A Advance or a Facility B
     Advance during the Term of such Advance and to a Facility A Term Advance
     during each Interest Period shall be the rate per annum determined by the
     Facility Agent to be the sum of:

     (a)       LIBOR (or, in the case of Advances in Euros, EURIBOR) for the
               Term or, as the case may be, the Interest Period of the Advance;

     (b)       the Applicable Margin; and

     (c)       Reserve Costs, if any.

5.2  Notification

     The Facility Agent shall promptly notify the relevant Borrower and each
     Bank of each determination made by it pursuant to this Clause 5.

5.3  Payment of Interest

     On the Repayment Date relating to each Facility A Advance and each Facility
     B Advance (and if such Advance has a Term which exceeds six months, at the
     end of each successive six monthly period of such Term) the relevant
     Borrower shall pay accrued interest on that Advance.

5.4  Applicable Margin and L/C Commission Rate

     5.4.1     Applicable Margin

               Subject to sub-Clauses 5.4.2 and 5.4.3, the Facility A Applicable
               Margin in respect of each Term in respect of each Facility A
               Advance and each Interest Period in respect of each Facility A
               Term Advance, the Facility B Applicable Margin in respect of each
               Term in respect of each Facility B Advance and the L/C Commission
               Rate shall be the percentage per annum in the relevant column set
               out below corresponding to the lower of the S&P Rating and the

                                     - 26 -

<PAGE>

               Moody's Rating as set out in the column marked S&P Rating and the
               column marked Moody's Rating below:

                S&P          Moody's     Facility A    Facility B       L/C
              Rating         Rating      Applicable    Applicable   Commission
                                           Margin        Margin        Rate

           A- or higher   A3 or higher     0.300         0.350         0.350
              BBB+            Baa1         0.350         0.400         0.400
          BBB or lower    Baa2 or lower    0.425         0.500         0.500

     5.4.2     No Moody's Rating or No S&P Rating

               If there is no Moody's Rating or no S&P Rating published, the
               Facility A Applicable Margin shall be the highest percentage rate
               per annum set out in the table in Clause 5.4.1 under the column
               marked "Facility A Applicable Margin", the Facility B Applicable
               Margin shall be the highest percentage rate per annum set out in
               the table in Clause 5.4.1 under the column marked "Facility B
               Applicable Margin" and the L/C Commission Rate shall be the
               highest percentage rate per annum set out in the table in Clause
               5.4.1 under the column marked "L/C Commission Rate".

     5.4.3     Change in Moody's Rating or S&P Rating

               Upon any change in the Moody's Rating or the S&P Rating, the
               Applicable Margin in respect of the Advances then outstanding and
               the L/C Commission Rate will be increased or decreased on the
               third business day after the date on which such change is
               announced or published by Moody's or S&P, as the case may be.

     5.4.4     Notification of Change in Moody's Rating or S&P Rating

               The Principal Company shall promptly upon becoming aware of the
               same, inform the Facility Agent in writing of any change in the
               Moody's Rating or the S&P Rating.


6.   REPAYMENT

6.1  Repayment

     6.1.1     Subject to Clauses 6.13 to 6.15 (inclusive), each Borrower shall
               repay each Facility A Advance made to it in full on the Repayment
               Date relating thereto.

     6.1.2     Each Borrower shall repay each Facility B Advance made to it in
               full on the Repayment Date relating thereto.

                                     - 27 -

<PAGE>

6.2  Voluntary Prepayment

     A Borrower may, subject to Clause 17.4 (Broken Periods), if it gives to the
     Facility Agent not less than ten days' prior written notice to that effect,
     prepay the whole of any Advance or part of any Advance in an amount no less
     than US$25,000,000 and an integral multiple of US$ 5,000,000 (or, if the
     relevant Advance is denominated in Euros such comparable and convenient
     amount thereof as the Facility Agent may specify), in either case together
     with all accrued interest on such amount. Any notice of prepayment shall be
     irrevocable, shall specify the date upon which such prepayment is to be
     made and the amount of such prepayment and shall oblige such Borrower to
     make such prepayment on such date. Amounts prepaid in respect of Facility A
     Advances or Facility B Advances may be reborrowed subject to the terms and
     conditions hereof. Amounts prepaid in respect of Facility A Term Advances
     may not be reborrowed.

6.3  Repayment of a Bank's Share of Advance(s) or Letter(s) of Credit

     If any Bank or Issuing Bank claims indemnification from a Borrower under
     Clause 8 (Taxes) or Clause 10 (Increased Costs) and within thirty days
     thereafter the Facility Agent receives from such Borrower at least ten
     days' prior written notice (which shall be irrevocable) of such Borrower's
     intention to repay such Bank's share of any Advance or to provide Cash
     Collateral in relation to any Letter of Credit, the Borrower shall, subject
     to Clause 17.4 (Broken Periods),

     6.3.1     repay such Bank's portion of such Advance; and

     6.3.2     shall procure either that such Bank's L/C Proportion of each
               relevant Letter of Credit be reduced to zero (by reduction of the
               amount of that Letter of Credit in an amount equal to that Bank's
               L/C Proportion) or that Cash Collateral be provided to the
               Facility Agent in an amount equal to such Bank's L/C Proportion
               of that Letter of Credit; and (if the circumstance relates to an
               Issuing Bank) the relevant Borrower shall procure that the
               relevant Issuing Bank's liability under any Letters of Credit
               issued by it shall either be reduced to zero or otherwise secured
               by the relevant Borrower providing Cash Collateral in an amount
               equal to that Issuing Bank's maximum actual and contingent
               liabilities under those Letters of Credit.

6.4  Reduction of Commitments

     A Bank for whose account a repayment or payment is to be made under Clause
     6.3 (Repayment of a Bank's Share of Advance(s) or Letter(s) of Credit)
     shall not be obliged to make any Advances or issue or participate in any
     Letter of Credit hereunder on or after the date upon which the Facility
     Agent receives a Borrower's notice of its intention to repay such Bank's
     share of any Advance or make a payment in respect of a Letter of Credit, on
     which date such Bank's Available Commitment (including without limitation
     its Facility C Available Commitment) shall be reduced to zero.

6.5  Repayment Method

     None of the Borrowers shall repay all or any part of any Advance or cancel
     any Letter of Credit outstanding hereunder except at the times and in the
     manner expressly

                                     - 28 -

<PAGE>

     provided herein but shall, save as provided herein, be entitled to reborrow
     any amount repaid.

6.6  Request for Extension of the Facility A Maturity Date

     The Principal Company shall be entitled to request (on behalf of any
     Borrower of a Facility A Advance) an extension of the Facility A Maturity
     Date, for an additional period of 364 days, by giving notice to the
     Facility Agent (the "Extension Request") not more than 60 days nor less
     than 40 days before the Facility A Maturity Date. Such notice shall be made
     in writing, be unconditional and binding on the Principal Company and the
     relevant Borrower except as set out in Clause 6.10.

6.7  Notification of Extension Request

     The Facility Agent shall forward a copy of the Extension Request to the
     Banks as soon as practicable after receipt of it but, in any event, no
     later than 5 days after such receipt.

6.8  Banks' Response to Extension Request

     If a Bank, in its individual and sole discretion, agrees to the extension
     requested by the Principal Company, it shall give notice to the Facility
     Agent (a "Notice of Extension") (revocable only in the case mentioned in
     Clause 6.10) no later than 20 days prior to the Facility A Maturity Date.
     If a Bank does not give such Notice of Extension by such date, then such
     Bank shall be deemed to have refused such extension.

6.9  Bank's Discretion

     Nothing shall oblige a Bank to agree to an Extension Request or deliver a
     Notice of Extension.

6.10 Revocation of Extension

     6.10.1    If one or more Banks having in aggregate 50 per cent. or more of
               the Facility A Commitments have not given a Notice of Extension
               pursuant to Clause 6.8, then the Facility Agent shall so notify
               the Principal Company not later than 15 days prior to the
               Facility A Maturity Date, identifying in such notification which
               Banks have not given a Notice of Extension.

     6.10.2    The Principal Company may, on the basis that one or more Banks
               having in aggregate 50 per cent. or more of the Facility A
               Commitments have not given Notices of Extension and no later than
               10 days prior to the Facility A Maturity Date, withdraw its
               Extension Request provided that, if the Principal Company does
               not give notice of such withdrawal within that period, then its
               Extension Request shall be binding on it.

6.11 Extension Date

     The Facility A Maturity Date shall be extended if and when:

     6.11.1    one or more Banks having in aggregate 50 per cent. or more of the
               Facility A Commitments so agree by giving a Notice of Extension;
               or

                                     - 29 -

<PAGE>

     6.11.2    one or more Banks so agree by giving a Notice of Extension
               provided that the Principal Company has not withdrawn its
               Extension Request by the time specified in Clause 6.10.2,

     and the Facility A Maturity Date shall then be extended to the day which is
     364 days from (and including) the Facility A Maturity Date provided that,
     if less than all the Banks give a Notice of Extension, then

     6.11.3    the Facility Agent shall notify the Principal Company of the
               amount of the Facility A Commitment of each Bank which gives a
               Notice of Extension not later than 10 days prior to the Facility
               A Maturity Date;

     6.11.4    the share of any outstanding Facility A Advance of each of the
               Banks not so extending shall be repaid on the Facility A Maturity
               Date;

     6.11.5    the Facility A Commitment of each such Bank shall be reduced to
               zero on such date; and

     6.11.6    the amount of each Facility A Advance shall be reduced
               accordingly.

     Upon such extension of the Facility A Maturity Date in accordance with the
     terms hereof, then for purposes of this Agreement the "Facility A Maturity
     Date" shall be deemed and construed to mean the Facility A Maturity Date as
     so extended. The Principal Company shall be entitled to request an
     extension of the Facility A Maturity Date by means of an Extension Request
     in accordance with Clauses 6.6 to 6.11 (inclusive) on no more than one
     occasion.

6.12 Notification of Extension

     The Facility Agent shall promptly inform the Principal Company and the
     Banks which will continue to participate in Facility A of the aggregate
     amount of each Facility A Advance if reduced pursuant to Clause 6.11.

6.13 Request for Conversion of Facility A

     6.13.1    The Principal Company, on behalf of any Borrower, shall be
               entitled to request that:

               (a)  all or part (being in a minimum amount of US$25,000,000 and
                    an integral multiple of US$5,000,000) of the amount (pro
                    rata amongst the Banks) forming part of a Facility A Advance
                    and outstanding on the Facility A Maturity Date be converted
                    on the Facility A Maturity Date into a Facility A Term
                    Advance maturing on the first anniversary of the Facility A
                    Maturity Date (the "Facility A Termination Date"), provided
                    that such date would not fall after the Facility B Maturity
                    Date; and

               (b)  all or part of the Facility A Commitments which have not
                    been drawn down prior to the Facility A Maturity Date be
                    drawn down by way of

                                     - 30 -

<PAGE>

                    Facility A Term Advances by the relevant Borrower on the
                    Facility A Maturity Date,

               by delivering to the Facility Agent a request (a "Conversion
               Request", in the form set out in Schedule 6) not less than 10
               days, or more than 30 days prior to the Facility A Maturity Date.

     6.13.2    The Conversion Request shall be unconditional and irrevocable
               and, in the case of a Conversion Request for the making of
               Facility A Term Advances under 6.13.1(b), shall be accompanied by
               a Utilisation Request.

     6.13.3    Any Facility A Advances not requested to be converted shall be
               repaid in full on the Facility A Maturity Date.

     6.13.4    All undrawn Facility A Commitments not the subject of a
               Conversion Request shall be cancelled on the Facility A Maturity
               Date.

     6.13.5    The Facility Agent shall forward a copy of the Conversion Request
               to each Bank as soon as practicable after receipt.

6.14 Conversion of Existing Facility A Advances

     If:

     6.14.1    the Principal Company has delivered a Conversion Request under
               Clause 6.13.1(a);

     6.14.2    the conditions in Clauses 3.2 and 3.3 would have been met,
               mutatis mutandis, if each Facility A Advance to be converted had
               been a new Facility A Advance; and

     6.14.3    the Principal Company has, on or before the Facility A Maturity
               Date, paid to the Facility Agent the fees specified in Clause
               22.5 (Term-Out Fee) at the times and in the amounts specified
               therein,

     then all or a part of each such Facility A Advance which is outstanding on
     the Facility A Maturity Date (equal to the amount specified in the
     Conversion Request as being converted) shall automatically be converted on
     the Facility A Maturity Date into a Facility A Term Advance in the currency
     in which the relevant outstanding Facility A Advance is denominated at the
     time of the Conversion Request and shall not be repayable on the Facility A
     Maturity Date pursuant to Clause 6.1.1 (Repayment) but shall instead be
     repayable on the Facility A Termination Date.

6.15 Conversion of Undrawn Facility A Commitment

     If:

     6.15.1    the Principal Company has delivered a Conversion Request and
               Utilisation Request for the making of a Facility A Term Advance
               under Clause 6.13.1(b);

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<PAGE>

     6.15.2    the conditions in Clauses 3.2 and 3.3 would have been met,
               mutatis mutandis, if such Facility A Term Advance had been a new
               Facility A Advance; and

     6.15.3    the Principal Company has, on or before the Facility A Maturity
               Date, paid to the Facility Agent the fees specified in Clause
               22.5.2 (Term-Out Fee) at the times and in the amounts specified
               therein,

     then a Facility A Term Advance shall be made on the Facility A Maturity
     Date to the relevant Borrower and shall not be repayable on the Facility A
     Maturity Date under Clause 6.1.1 (Repayment) but shall instead be repayable
     on the Facility A Termination Date.

6.16 Interest Periods

     The period for which a Facility A Term Advance is outstanding shall be
     divided into successive periods each of which (other than the first, which
     shall begin on the Facility A Maturity Date) shall start on the last day of
     the preceding such period.

6.17 Duration of Interest Periods

     The duration of each Interest Period shall, save as otherwise provided
     herein, be such period of one, two, three or six months as the relevant
     Borrower may select or such other period as may be agreed by the Banks,
     provided that:

     6.17.1    if the Borrower and the Banks fail to agree in relation to an
               Interest Period, the duration of that Interest Period shall,
               subject to Clauses 6.17.2 and 6.17.3, be three (3) months;

     6.17.2    any Interest Period which begins during or at the same time as
               any other Interest Period shall end at the same time as that
               other Interest Period; and

     6.17.3    any Interest Period which would otherwise end during the month
               preceding, or extend beyond, the Facility A Termination Date
               shall be of such duration that it shall end on the Facility A
               Termination Date.

6.18 Consolidation of Facility A Term Advances

     If two or more Interest Periods end at the same time, then, on the last day
     of those Interest Periods, the Facility A Term Advances to which they
     relate shall be consolidated into and treated as a single Facility A Term
     Advance.

6.19 Payment of Interest on Facility A Term Advances

     On the last day of each Interest Period the relevant Borrower shall pay
     accrued interest on the Facility A Term Advance to which such Interest
     Period relates.

6.20 Amounts of Facility A Term Advances

     The amount of a Facility A Term Advance during an Interest Period relating
     thereto (in determining which it shall be assumed that any part of such
     Advance falling to be repaid on or before the last day of the preceding
     Interest Period, if any, relating thereto is duly repaid) shall be if such
     Advance is to be denominated in Euros, the amount in Euros which could be
     purchased with the Dollar Amount of such Advance at the spot

                                     - 32 -

<PAGE>

     rate of exchange quoted by the Facility Agent at or about 11.00 a.m. on the
     third business day preceding the first day of such Interest Period for the
     purchase of Euros with dollars, provided that if a Facility A Term Advance
     is to be denominated in Euros during two successive Interest Periods and
     the amount of such Advance, calculated in accordance with this clause is no
     more than 5 per cent. higher or lower than its Existing Amount, its New
     Amount shall be its Existing Amount.

6.21 Same Currency

     If any Facility A Term Advance is to be denominated in Euros during two
     successive Interest Periods and there is any difference between the
     Existing Amount of such Advance and its New Amount, then, on the last day
     of the first of those Interest Periods:

     6.21.1    if the Existing  Amount of such  Advance  exceeds its New Amount,
               the relevant  Borrower  shall pay to the  Facility  Agent for the
               account  of the  Banks  an  amount  equal to the  amount  of such
               excess; or

     6.21.2    if the New Amount of such Advance exceeds its Existing Amount:

               (a)  each Bank shall pay to the Facility Agent for the account of
                    the relevant Borrower an amount equal to its portion of the
                    amount of such excess; or

               (b)  if an Event of Default shall have occurred and the Facility
                    Agent or an Instructing Group so determines, no such
                    payments shall be made and a sum equal to the aggregate
                    amount which would have been so payable shall be treated as
                    having been prepaid by the Borrower under Clause 6.2
                    (Voluntary Prepayment).


7.   CANCELLATION

7.1  Cancellation

     7.1.1     The Principal Company may, by giving to the Facility Agent not
               less than five business days' prior written notice to that
               effect, cancel the whole or any part (being an amount of not less
               than $25,000,000 and an integral multiple of $5,000,000) of the
               Facility A Total Commitments, the Facility B Total Commitments or
               the Facility C Total Commitments. Any such cancellation shall
               reduce the Facility A Commitment, the Facility B Commitment or,
               as the case may be, the Facility C Commitment of each Bank
               rateably.

     7.1.2     The Principal Company may give the Facility Agent not less than
               ten business days' prior notice of its intention to procure that
               the relevant Issuing Bank's liability under a Letter of Credit is
               reduced to zero (whereupon it shall do so).

7.2  Irrevocable Instruction

     Any notice of cancellation given by the Principal Company pursuant to
     Clause 7.1 (Cancellation) shall be irrevocable and shall specify the date
     upon which such

                                     - 33 -

<PAGE>

     cancellation is to be made and the amount of such cancellation. Amounts so
     cancelled may not be reborrowed.

7.3  Notice

     The Facility Agent shall promptly notify each of the Banks of any notice of
     cancellation received by it from the Principal Company pursuant to Clause
     7.1 (Cancellation).

7.4  Cancellation of Commitment

     If any Bank or Issuing Bank claims indemnification from the Principal
     Company under Clause 8 (Taxes) or Clause 10 (Increased Costs), the
     Principal Company may, whilst the relevant circumstances continue and by
     not less than ten days' prior written notice to the Facility Agent (which
     notice shall be irrevocable), (i) cancel such Bank's or such Issuing Bank's
     Commitment whereupon such Bank or such Issuing Bank shall cease to be
     obliged to make Advances or to issue Letters of Credit and its Commitment
     (including without limitation its Facility C Commitment) shall be reduced
     to zero and (ii) (if such circumstance relates to an Issuing Bank) cancel
     or provide Cash Collateral in respect of that Issuing Bank's Letters of
     Credit.


8.   TAXES

8.1  Tax Gross-Up

     All payments to be made by any Obligor to any person hereunder shall be
     made free and clear of and without deduction or withholding for or on
     account of tax unless such Obligor is required to make such a payment
     subject to the deduction or withholding of tax, in which case the sum
     payable by such Obligor in respect of which such deduction or withholding
     is required to be made shall be increased to the extent necessary to ensure
     that, after the making of the required deduction or withholding, such
     person receives and retains (free from any liability in respect of any such
     deduction or withholding, including without limitation deductions or
     withholdings applicable to additional sums payable under this Clause 8.1) a
     net sum equal to the sum which it would have received and so retained had
     no such deduction or withholding been made or required to be made.

8.2  Tax Indemnity

     Without prejudice to the provisions of Clause 8.1 (Tax Gross-Up), if any
     person or the Facility Agent on its behalf is required to make any payment
     on account of tax or otherwise (not being a tax imposed on the net income
     of any Facility Office by the jurisdiction in which it is incorporated or
     in which such Facility Office is located) on or in relation to any sum
     received or receivable hereunder by such person or the Facility Agent on
     its behalf (including, without limitation, any sum received or receivable
     under this Clause 8) or any liability in respect of any such payment is
     asserted, imposed, collected, levied or assessed against such person or the
     Facility Agent on its behalf, the Principal Company shall, upon demand of
     the Facility Agent, promptly indemnify such person against such payment or
     liability, together with any interest, penalties and expenses payable or
     incurred in connection therewith.

                                     - 34 -

<PAGE>

8.3  Claims by Banks or Issuing Banks

     Any person intending to make a demand pursuant to Clause 8.2 (Tax
     Indemnity) shall notify the Principal Company (through the Facility Agent
     in the case of a Bank or an Issuing Bank) in reasonable detail of the event
     by reason of which it is entitled to do so provided that nothing herein
     shall require such person to disclose any confidential information relating
     to the organisation of its affairs.

8.4  U.S. Withholding Taxes

     The Facility Agent and each Bank that is not a United States person (as
     such term is defined in Section 7701(a)(30) of the Code) for United States
     federal income tax purposes which is or will be a lender to any US Obligor
     agrees that it will deliver to such US Obligor (in the case of a Bank, via
     the Facility Agent) within ten business days of the date hereof two duly
     completed copies of United States Internal Revenue Service Form W8-BEN or
     W-8ECI or successor applicable form, as the case may be. Each such Bank and
     the Facility Agent also agrees to deliver to such US Obligor (in the case
     of a Bank, via the Facility Agent) two further copies of said Form W8-BEN
     or W-8ECI or successor applicable forms or other manner of certification,
     as the case may be, on or before the date that any such form expires or
     becomes obsolete or promptly after the occurrence of any event requiring a
     change in the most recent form previously delivered by it to such US
     Obligor (if applicable, via the Facility Agent) and such extensions or
     renewals thereof as may reasonably be requested by such US Obligor or the
     Facility Agent, unless in any such case an event (including, without
     limitation, any change in treaty, law or regulation) has occurred prior to
     the date on which any such delivery would otherwise be required which
     renders all such forms inapplicable or which would prevent such Bank or the
     Facility Agent from duly completing and delivering any such form with
     respect to it and such Bank or the Facility Agent so advises such US
     Obligor (in the case of any Bank, via the Facility Agent) and the Facility
     Agent. The Forms W8-BEN or W-8ECI described above shall indicate that the
     relevant Bank or Facility Agent is entitled to receive payments from each
     US Obligor under this Agreement without deduction or withholding of any
     United States federal income taxes.

     Notwithstanding anything to the contrary contained in this Clause 8, (x)
     each US Obligor shall be entitled, to the extent it is required to do so by
     law, to deduct or withhold income or similar taxes imposed by the United
     States (or any political subdivision or taxing authority thereof or
     therein) from interest, fees or other amounts payable hereunder for the
     account of the Facility Agent and each Bank that is not a United States
     person (as such term is defined in Section 7701(a)(30) of the Code) for
     United States federal income tax purposes to the extent that such Facility
     Agent or Bank, as the case may be, has not provided to such US Obligor
     within a reasonable time the IRS forms that establish a complete exemption
     from such deduction or withholding and (y) such US Obligor shall not be
     obligated pursuant to Clause 8.1 hereof to gross-up payments to be made by
     such US Obligor, or pursuant to Clause 8.2 hereof to indemnify any person,
     in respect of income or similar taxes imposed by the United States if such
     Facility Agent or Bank, as the case may be, has not provided to

                                     - 35 -

<PAGE>

     such US Obligor within a reasonable time the IRS forms required to be
     provided to the US Obligor pursuant to this Clause 8.4 provided, however,
     that (x) and (y) above shall not apply if the failure to provide the
     relevant form is due to an event (including a change in law, treaty or
     regulation) that occurred prior to the date on which the relevant form is
     required which renders all such forms inapplicable or prevents the relevant
     Bank or Facility Agent from duly completing and delivering any such form
     indicating its entitlement to receive payments free of any such withholding
     tax.

8.5  Tax Benefit

     If an Obligor pays any additional amount under this Clause 8 and a Bank
     determines in its sole discretion that it is entitled to receive or realise
     in connection therewith any refund or any reduction of, or credit against,
     its tax liabilities (a "Tax Benefit"), such Bank shall pay to such Obligor
     an amount that the Bank shall, in its sole discretion, determine is equal
     to the benefit obtained by such Bank as a consequence of such Tax Benefit;
     provided, however, that (i) such Bank may determine, in its sole discretion
     consistent with the policies of the Bank, whether to seek a Tax Benefit;
     (ii) any taxes that are imposed on such Bank as a result of a disallowance
     or reduction (including through the expiration of any tax credit carryover
     or carryback that otherwise would not have expired) of any Tax Benefit with
     respect to which such Bank has made a payment to the Obligor pursuant to
     this Clause 8.5 shall be treated as a tax for which such Obligor is
     obligated to indemnify such Bank pursuant to this Clause 8.5; and (iii)
     nothing in this Clause 8.5 shall require any Bank to disclose any
     confidential information to an Obligor (including, without limitation, its
     tax returns).

8.6  Tax Co-operation

     If the Obligors determine in good faith that a reasonable basis exists for
     contesting a tax, the relevant Bank, or the Facility Agent, as applicable,
     shall cooperate with the Obligors in challenging such tax at the Obligors'
     expense and if requested by the Obligors in writing; provided, however,
     that no Bank shall be required to take any action hereunder which, in the
     sole discretion of such Bank, would cause such Bank or its applicable
     lending office to suffer an economic, legal or regulatory disadvantage.

8.7  Survival of Tax Provisions

     The provisions of this Clause 8 shall survive until thirty days after the
     expiration of the applicable statute of limitations with respect to any
     such taxes.


9.   TAX RECEIPTS

9.1  Notification of Requirement to Deduct Tax

     If, at any time, any Obligor is required by law to make any deduction or
     withholding from any sum payable by it hereunder (or if thereafter there is
     any change in the rates at which or the manner in which such deductions or
     withholdings are calculated), such Obligor shall promptly notify the
     Facility Agent upon becoming aware of the same.

9.2  Evidence of Payment of Tax

     If any Obligor makes any payment hereunder in respect of which it is
     required to make any deduction or withholding, it shall pay the full amount
     required to be deducted or

                                     - 36 -

<PAGE>

     withheld to the relevant taxation or other authority within the time
     allowed for such payment under applicable law and shall deliver to the
     Facility Agent for each Bank, within thirty days after it has made such
     payment to the applicable authority, an original receipt (or a certified
     copy thereof) issued by such authority (if any) or other written evidence
     of payment as such Obligor can provide evidencing the payment to such
     authority of all amounts so required to be deducted or withheld in respect
     of that Bank's share of such payment.


10.  INCREASED COSTS

10.1 Increased Costs

     If, by reason of (i) the introduction of or any change in law or regulation
     or in its interpretation, application or administration, (ii) compliance
     with any law or regulation and/or (iii) compliance with any request from or
     requirement of any central bank or other fiscal, monetary or other
     authority (including, without limitation, a request or requirement which
     affects the manner in which a Bank or any holding company of such Bank is
     required to or does maintain capital resources having regard to such Bank's
     obligations hereunder and to amounts owing to it hereunder):

     10.1.1    a Bank or any holding company of such Bank incurs a cost as a
               result of such Bank's having entered into and/or performing its
               obligations under this Agreement and/or assuming or maintaining a
               commitment or performing its obligations (including its
               obligation to make Advances or participate in, or make a payment
               under, a Letter of Credit) under this Agreement and/or its
               participating in or making one or more Advances or the issuing of
               or participation in one or more Letters of Credit;

     10.1.2    a Bank or any holding company of such Bank is unable to obtain
               the rate of return on its overall capital which it would have
               been able to obtain but for such Bank's having entered into
               and/or performing its obligations and/or assuming or maintaining
               a commitment under this Agreement or any Letter of Credit;

     10.1.3    there is any increase in the cost to a Bank or any holding
               company of such Bank of funding or maintaining all or any of the
               advances comprised in a class of advances formed by or including
               the Advances or payments in respect of Letters of Credit made or
               to be made by such Bank hereunder; or

     10.1.4    a Bank or any holding company of such Bank becomes liable to make
               any payment on account of tax or otherwise (not being a tax
               imposed on the net income of such holding company or any Facility
               Office of such Bank by the jurisdiction in which it is
               incorporated or in which such Facility Office is located) on or
               calculated by reference to the amount of the Advances made or to
               be made by such Bank hereunder or Letters of Credit issued to or
               to be issued hereunder or its participation therein and/or to any
               sum received or receivable by it hereunder,

                                     - 37 -

<PAGE>

     then the Principal Company shall, from time to time on demand of the
     Facility Agent, promptly pay to the Facility Agent for the account of that
     Bank amounts sufficient to indemnify that Bank or any such holding company
     against, as the case may be, (1) such cost, (2) such reduction in such rate
     of return (or such proportion of such reduction as is, in the opinion of
     that Bank, attributable to its obligations hereunder), (3) such increased
     cost (or such proportion of such increased cost as is, in the opinion of
     that Bank, attributable to its funding or maintaining Advances or payments
     in respect of Letters of Credit) or (4) such liability.

     This Clause 10.1 (Increased Costs) shall not apply to the extent any
     payment by the Principal Company thereunder would be (i) attributable to
     tax deductions or withholdings required by law to be made by any Obligor on
     account of tax from a payment under this Agreement, (ii) compensated for by
     Clause 8.2 (Tax Indemnity), (iii) compensated for by the payment of
     applicable Reserve Costs, or (iv) attributable to a wilful breach of any
     law or regulation by the relevant Bank.

10.2 Increased Cost Claims

     A Bank intending to make a claim pursuant to Clause 10.1 (Increased Costs)
     shall notify the Facility Agent in reasonable detail of the event by reason
     of which it is entitled to do so and each Bank shall, as soon as
     practicable after a demand by the Facility Agent, provide a certificate
     confirming the amount of such claim for increased costs, whereupon the
     Facility Agent shall notify the Principal Company thereof provided that
     nothing herein shall require such Bank to disclose any confidential
     information relating to the organisation of its affairs.

10.3 Illegality

     If, at any time, it is unlawful for a Bank or an Issuing Bank to maintain
     its Commitment or to make, fund or allow to remain outstanding all or any
     of the Advances made or to be made by it hereunder or to participate in the
     issue of, or to allow to remain outstanding all or any of its liabilities
     under, any of the Letters of Credit then that Bank or Issuing Bank, as the
     case may be, shall, promptly after becoming aware of the same, deliver to
     the Principal Company through the Facility Agent a notice to that effect
     and:

     10.3.1    such Bank or Issuing Bank, as the case may be, shall not
               thereafter be obliged to make any Advances or to participate in
               the issue of any Letters of Credit and the amount of its
               Commitment shall be immediately reduced to zero; and

     10.3.2    if the Facility Agent on behalf of such Bank or Issuing Bank, as
               the case may be, so requires, the Principal Company shall procure
               that the relevant Borrower or Borrowers shall on such date as the
               Facility Agent shall have specified (being no earlier than the
               last day of any applicable grace period permitted by law) (i)
               repay such Bank's or Issuing Bank's, as the case may be, share of
               any outstanding Advances together with accrued interest thereon
               and all other amounts owing to such Bank or Issuing Bank, as the
               case may be, hereunder and/or (ii) procure that such Bank's or
               Issuing Bank's, as the case may be, obligations under any Letters
               of Credit will be reduced to zero or

                                     - 38 -

<PAGE>

               otherwise secured with 100% Cash Collateral (in the currency in
               which such Letter of Credit is denominated) in a manner
               acceptable to such Bank or Issuing Bank, as the case may be.

10.4 Regulation Costs

     Each relevant Borrower shall, within seven days of demand by any Bank
     (through the Facility Agent), pay to that Bank the amount of any Regulation
     Costs actually incurred by that Bank in respect of any Advance made by it
     to that Borrower. Any such demand shall contain reasonable details of the
     calculation of the relevant Regulation Costs.


11.  MITIGATION

     If, in respect of any Bank, circumstances arise which would or would upon
     the giving of notice result in:

     11.1.1    the reduction of its Commitment to zero pursuant to Clause 10.3
               (Illegality);

     11.1.2    an increase in the amount of any payment to be made to it or for
               its account pursuant to Clause 8.1 (Tax Gross-Up); or

     11.1.3    a claim for indemnification pursuant to Clause 8.2 (Tax
               Indemnity) or Clause 10.1 (Increased Costs),

     then, without in any way limiting, reducing or otherwise qualifying the
     rights of such Bank or the obligations of any Obligor under any of the
     Clauses referred to in Clauses 11.1.1, 11.1.2 or 11.1.3 above, such Bank
     shall promptly upon becoming aware of the same notify the Facility Agent
     thereof and, in consultation with the Facility Agent and the Principal
     Company and to the extent that it can do so without prejudice to its own
     position, take reasonable steps to mitigate the effects of such
     circumstances including the transfer of its Facility Office provided that
     such Bank shall be under no obligation to take any such action if, in the
     opinion of such Bank, to do so might have any material adverse effect upon
     its business, operations or financial condition. In addition, if
     circumstances arise which would result in a Bank becoming subject to a tax
     which is not indemnified or grossed up under Clause 8, each Obligor shall
     take reasonable steps to mitigate the effect of such circumstances.


12.  MARKET DISRUPTION

     If, in relation to any Advance:

     12.1.1    the Facility Agent determines that at 11.00 a.m. on the Quotation
               Date for such Advance (i) there is no Screen Rate quote for LIBOR
               or EURIBOR, as applicable and (ii) none or only one of the
               Reference Banks supplies a rate to the Facility Agent to
               determine LIBOR or, if applicable, EURIBOR for the relevant
               currency and Term or Interest Period thereof; or

     12.1.2    before the close of business in London on the Quotation Date for
               such Term or Interest Period the Facility Agent has been notified
               by a Bank or each of a group of Banks to whom in aggregate
               thirty-five per cent. or more of the

                                     - 39 -

<PAGE>

               Dollar Amount of the Outstandings is (or, if such Advance were
               then made, would be) owed that the cost to it of obtaining
               matching deposits in the relevant interbank market will be in
               excess of LIBOR or, if applicable, EURIBOR,

     then, notwithstanding the provisions of Clause 5 (Interest on Advances):

     12.1.3    the Facility Agent shall notify the other parties hereto of such
               event;

     12.1.4    such Advance shall not be made; and

     12.1.5    if the Facility Agent or the Principal Company so requires,
               within five days of such notification the Facility Agent and the
               Principal Company shall enter into negotiations in good faith
               with a view to agreeing a substitute basis for determining the
               rates of interest which may be applicable to Advances in the
               future and any such substitute basis that is agreed shall take
               effect in accordance with its terms and be binding on each party
               hereto provided that the Facility Agent may not agree any such
               substitute basis without the prior consent of each Bank.


13.  REPRESENTATIONS AND WARRANTIES

13.1 Representations and Warranties

     Each Obligor represents and warrants to the Facility Agent and each of the
     Banks that:

     13.1.1    Status


               (a)  (in the case of the Principal Company) it is a public
                    company with limited liability (naamloze vennootschap) duly
                    incorporated and validly existing under the laws of The
                    Netherlands and has the corporate power and authority to own
                    its property and assets and to carry on its business as it
                    is now being conducted;

               (b)  (in the case of Croesus) it is a corporation duly organised
                    and in good standing under the laws of the State of Delaware
                    and the laws of the United States of America and has the
                    corporate power and authority to own its property and assets
                    and to carry on its business as it is now being conducted;

               (c)  (in the case of Ahold Finance USA) it is a company duly
                    organised and in good standing under the laws of Delaware
                    and the laws of the United States of America and has the
                    power and authority to own its property and assets and to
                    carry on its business as it is now being conducted; and

               (d)  (in the case of any Additional Borrower) it is a corporation
                    duly organised and in good standing under the laws of its
                    jurisdiction of incorporation and has the power and
                    authority to own its property and assets and to carry on its
                    business as it is now being conducted;

                                     - 40 -

<PAGE>

     13.1.2    Corporate Power; Execution

               it has the power to enter into and perform the Finance Documents
               to which it is expressed to be a party and the transactions
               contemplated thereby and to borrow and to undertake obligations
               in respect of Letters of Credit hereunder and has taken all
               necessary actions to authorise the borrowing of Advances and the
               undertaking of obligations in respect of Letters of Credit upon
               the terms and conditions of this Agreement and to authorise the
               execution, delivery and performance of the Finance Documents to
               which it is expressed to be a party in accordance with their
               respective terms;

     13.1.3    Binding Obligations

               each of the Finance Documents to which it is expressed to be a
               party constitutes and will at all times constitute its legal,
               valid and binding obligations, enforceable in accordance with its
               terms subject to any legal limitations arising as a result of any
               applicable laws relating to bankruptcy or insolvency or
               equivalent proceedings and subject to any general principles of
               law limiting its obligations which are specifically referred to
               in the legal opinions delivered pursuant to Clause 2.3
               (Conditions Precedent Documents) and Schedule 3 (Conditions
               Precedent Documents);

     13.1.4    Claims Pari Passu

               its indebtedness under this Agreement is its direct,
               unconditional and general indebtedness and ranks, and will at all
               times rank, pari passu with all other unsecured indebtedness and
               liabilities (actual or contingent) (with the exception of any
               indebtedness and liabilities preferred by law and deferred or
               subordinated indebtedness) issued, created or assumed now or in
               the future or for which it is now or may at any time in the
               future otherwise be or become responsible;

     13.1.5    Financial Statements

               its Original Financial Statements (copies of which have been
               provided to each of the Banks) and the most recently published
               quarterly financial statements of the Principal Company were
               prepared in accordance with accounting principles generally
               accepted in The Netherlands (in the case of the Principal
               Company) and its jurisdiction of incorporation and The
               Netherlands (in the case of any Additional Borrower) and fairly
               present its condition and (in the case of the Principal Company)
               that of the Group, at the date to which the Original Financial
               Statements or the most recently published quarterly financial
               statements of the Principal Company, as the case may be, have
               been prepared and its results and (in the case of the Principal
               Company) the results of the Group for such year; and such
               accounts included all significant liabilities (including
               contingent liabilities);

                                     - 41 -

<PAGE>

     13.1.6    No Material Adverse Change

               since the date on which the most recently published quarterly
               financial statements of the Principal Company were prepared there
               has been no material adverse change in its (or, in the case of
               the Principal Company, the Group's, or, in the case of Croesus,
               Croesus and its subsidiaries, or, in the case of Ahold Finance
               USA, Ahold Finance USA and its subsidiaries) financial or trading
               condition or prospects which could have a material adverse effect
               on its ability to perform or comply with its obligations under
               any of the Finance Documents to which it is expressed to be a
               party;

     13.1.7    No Event of Default

               no Event of Default or (other than in relation to a Rollover
               Advance) Potential Event of Default has occurred and is
               continuing unremedied, nor will any Event of Default or (other
               than in relation to a Rollover Advance) Potential Event of
               Default result from the making of any Advance or issue of or
               participation by a Bank in any Letter of Credit hereunder;

     13.1.8    Non-Violation of Laws, Agreements

               its execution, delivery and performance of the Finance Documents
               to which it is expressed to be a party, the borrowing of Advances
               and the use of the proceeds thereof and the undertaking of
               obligations in respect of Letters of Credit do not and will not
               violate in any respect any provisions of (i) any applicable
               federal law or judgment of the United States, (ii) any applicable
               law or judgement of The Netherlands, the State of Delaware, its
               jurisdiction of incorporation or any other relevant jurisdiction,
               or (iii) any mortgage, contract, other undertaking or instrument
               to which it is a party or which is binding upon it or any of its
               assets (to an extent that (x) such violation could have a
               material adverse effect on its financial condition or (y) such
               violation could give rise to any claim against any of the Finance
               Parties) and does not and will not result in the creation or
               imposition of any encumbrance on any of its assets pursuant to
               the provisions of any such mortgage, contract or other
               undertaking or instrument;

     13.1.9    No Proceedings

               no litigation, arbitration or administrative proceedings are
               presently current or pending or, to the best of its knowledge
               threatened, which would or might reasonably have a material
               adverse effect on its ability to perform its obligations under
               this Agreement;

     13.1.10   Validity and Admissibility in Evidence

               all acts, conditions and things required to be done, fulfilled
               and performed in order (a) to enable it lawfully to enter into,
               exercise its rights under and perform and comply with the
               obligations expressed to be assumed by it in the

                                     - 42 -

<PAGE>

               Finance Documents to which it is expressed to be party, (b) to
               ensure that the obligations expressed to be assumed by it in the
               Finance Documents to which it is expressed to be party are legal,
               valid and binding and (c) to make the Finance Documents to which
               it is expressed to be party admissible in evidence in its
               jurisdiction of incorporation have been done, fulfilled and
               performed;

     13.1.11   No Breach or Default

               no member of the Group is in breach of or in default under any
               agreement in respect of borrowed money which exceeds $50,000,000
               (or its equivalent) (save, in respect of any guarantees, where
               liability under such guarantee is being contested by an Obligor
               in good faith) to which it is a party or which is binding on it
               or any of its assets;

     13.1.12   Accuracy of Information

               all of the written information supplied by it to the Facility
               Agent, the Arrangers and the Banks in connection herewith or with
               the Information Memorandum is (save as disclosed to the Facility
               Agent prior to the date hereof in any written statement
               identified on its face as a disclosure against this
               representation) true, complete and accurate in all material
               respects and it is not aware of any material facts or
               circumstances that have not been disclosed to the Facility Agent,
               the Arrangers and the Banks and which might, if disclosed,
               adversely affect the decision of a person considering whether or
               not to provide finance to it (provided that, to the extent that
               this representation and warranty relates to the Information
               Memorandum, such representation and warranty shall be made or
               given on the date on which the Information Memorandum is approved
               by the Principal Company and on the date hereof);

     13.1.13   No Winding-Up

               none of it or, subject to the proviso below, any other member of
               the Group has taken any corporate action nor have any other steps
               been taken or legal proceedings been started or (to the best of
               its knowledge and belief) threatened against it or such member of
               the Group for its or such member of the Group's winding-up,
               dissolution, administration or re-organisation or for the
               appointment of a receiver, administrator, administrative
               receiver, trustee or similar officer of it or any member of the
               Group or of any or all of its or such member of the Group's
               assets or revenues provided that it shall not, for purposes of
               this Agreement, be a misrepresentation under this Clause 13.1.13
               if the events or circumstances referred to in this Clause 13.1.13
               apply only to member(s) of the Group which are not Obligors
               unless the consolidated or unconsolidated net sales of such
               member(s) of the Group (as determined by reference to the most
               recently published audited consolidated financial statements of
               the Principal Company), when aggregated with the consolidated or
               unconsolidated net sales of each other member of the Group (as
               determined by reference to the most recently published audited
               consolidated financial

                                     - 43 -

<PAGE>

               statements of the Principal Company) which is the subject of any
               event or circumstance referred to in this Clause 13.1.13, exceeds
               5% of consolidated net sales of the Group taken as a whole (as
               determined by reference to the most recently published audited
               consolidated financial statements of the Principal Company);

     13.1.14   Compliance with Applicable Law

               it is conducting, in all material respects, its business and
               operations in compliance with all laws and regulations and all
               directives of governmental authorities having the force of law
               applicable or relevant to it;

     13.1.15   Title to Property

               it owns and has good and marketable title to all of its property
               except where the failure to have such good and marketable title
               would not reasonably be expected to have a material adverse
               effect on it;

     13.1.16   Environmental Laws and Permits

               to the best of its knowledge, it is in compliance in all material
               respects with all Environmental Laws and it has obtained, and
               will at all times obtain, and is in compliance in all material
               respects with, all Environmental Permits;

     13.1.17   Environmental Claims

               to the best of its knowledge, there are no circumstances which
               have led, or could lead, to a competent authority or a third
               party taking any action or making a claim under any Environmental
               Laws including the requirement to clean up any contaminated land
               or the revocation, suspension, variation or non-renewal of any
               Environmental Permits or to any member of the Group having to
               take action to avert the possibility of any such action or claim
               which action or claim would have a material adverse effect on the
               Group;

     13.1.18   ERISA Matters

               (a)  the aggregate liabilities of each Obligor, each Material US
                    Subsidiary and the ERISA Affiliates to all Multiemployer
                    Plans in the event of a complete withdrawal therefrom, as of
                    the close of the most recent fiscal year of each such
                    Multiemployer Plan ended prior to the date hereof, would not
                    have a material adverse effect upon the financial condition
                    of such Obligor or Material US Subsidiary;

               (b)  each Employee Plan is in compliance in all material respects
                    in form and operation with ERISA and the Code except for any
                    instance of noncompliance that would not have a material
                    adverse effect upon the financial condition of any Obligor;

                                     - 44 -

<PAGE>

               (c)  except as disclosed, each Employee Plan which is intended to
                    be qualified under Section 401(a) of the Code has received a
                    favourable determination letter from the IRS to be so
                    qualified as to form (or has submitted or is within the
                    remedial amendment period for submitting an application for
                    a determination letter with the IRS), and, to the knowledge
                    of any Obligor, nothing has occurred since the date of such
                    determination that would materially adversely affect such
                    determination except as disclosed;

               (d)  except to the extent as would not have a material adverse
                    effect upon the financial condition of the Obligor or
                    Material U.S. Subsidiary, the fair market value of the
                    assets of each Employee Plan subject to Title IV of ERISA is
                    at least equal to the present value of the "benefit
                    liabilities" (within the meaning of Section 4001(a)(16) of
                    ERISA) under such Employee Plan determined using the
                    actuarial assumptions and methods used by the actuary to
                    such Employee Plan in its most recent valuation of such
                    Employee Plan;

               (e)  there are no actions, suits or claims pending against or
                    with respect to any Employee Plan (other than routine claims
                    for benefits) which would cause any Obligor or any Material
                    US Subsidiary to incur a material liability or to the
                    knowledge of any Obligor or such Material US Subsidiary,
                    which could reasonably be expected to be asserted against or
                    with respect to any Employee Plan that would have a material
                    adverse effect upon the financial condition of any Obligor;

               (f)  each of the Obligors and the ERISA Affiliates has made all
                    material contributions to or under each such Employee Plan,
                    or any contract or agreement requiring contribution to any
                    Employee Plan, except for any failure to make such
                    contributions that would not have a material adverse effect
                    upon the financial condition of the Obligors;

               (g)  no Obligor, Material US Subsidiary or ERISA Affiliate has
                    ceased operations at a facility so as to become subject to
                    the provisions of Section 4062(e) of ERISA, withdrawn as a
                    substantial employer so as to become subject to the
                    provisions of Section 4063 of ERISA or ceased making
                    contributions to any Employee Plan subject to Section
                    4064(a) of ERISA to which it made contributions each in a
                    manner that would have a material adverse effect upon the
                    financial condition of the Obligors; and

               (h)  no Obligor, Material US Subsidiary or ERISA Affiliate has
                    incurred or reasonably expects to incur any material
                    liability to PBGC other than for premiums under Section 4007
                    of ERISA that would have a material adverse effect upon the
                    financial condition of any Obligor;

     13.1.19   No Violation of Regulations or Exchange Act, etc.

                                     - 45 -

<PAGE>

               the borrowings made hereunder will not violate, or give rise to a
               violation of, any of the Regulations. No member of the Group or
               any agent acting in their behalf has taken or will take any
               action which would cause this Agreement or any of the documents
               or instruments delivered pursuant hereto, any borrowing hereunder
               or use of proceeds thereof to violate any Regulation or to
               violate the Exchange Act or any applicable US federal or state
               securities laws; and

     13.1.20   No Investment Company, etc.

               no member of the Group is subject to regulation under the United
               States Public Utility Holding Company Act of 1935, the United
               States Federal Power Act or the United States Investment Company
               Act of 1940 or to any United States federal or state statute or
               regulation limiting its ability to incur indebtedness; no Obligor
               is an "investment company" or an "affiliated person" of, or
               "promoter" or "principal underwriter" for, an "investment
               company", as such terms are defined in the U.S. Investment
               Company Act of 1940 (15 U.S.C. sections 80a-1. et seq.); and none
               of the transactions contemplated by this Agreement will violate
               such Act.


14.  UNDERTAKINGS

     Each of the Borrowers and the Guarantor (unless otherwise specified)
     undertakes that from and after the date hereof and until all sums due and
     to become due from the Borrowers under this Agreement have been paid or
     repaid and the Facilities shall no longer exist:

     14.1.1    Financial Statements

               (a)  Annual Statements

               the Principal Company will deliver to the Facility Agent and each
               of the Banks as soon as the same are available (and in any event
               no later than 180 days after the end of the relevant financial
               year) its audited consolidated (and unconsolidated to the extent
               that any Bank shall have to comply with any regulations imposed
               on it in relation to the provision of financial information by
               the Principal Company) profit and loss account for such financial
               year and its audited consolidated (and unconsolidated to the
               extent that any Bank shall have to comply with any regulations
               imposed on it in relation to the provision of financial
               information by the Principal Company) balance sheet as at the end
               of such financial year prepared in conformity with generally
               accepted accounting principles in The Netherlands applied on a
               basis consistent with those of the preceding financial year, or
               if not prepared on a consistent basis, containing or accompanied
               by an adequate explanation of the consequences of any such
               inconsistency;

               (b)  Interim Statements

                                     - 46 -

<PAGE>

               the Principal Company will promptly send to the Facility Agent
               and each of the Banks two copies of any interim report or
               accounts or any other notice or communication sent by it to its
               shareholders in their capacity as such or to any stock exchange
               on which its shares are listed;

               (c)  Other Financial Information

               it will forthwith upon a request to that effect, provide the
               Facility Agent with such additional financial information or
               other information as the Facility Agent or any Bank through the
               Facility Agent may from time to time reasonably require
               (including, without limitation, information that the Facility
               Agent or any Bank may reasonably require in order to determine
               the ratios referred to in Clause 14.1.7) in respect of any
               financial period) and upon receipt of a written request to that
               effect from the Facility Agent, confirm to the Facility Agent
               that, save as previously notified to the Facility Agent or as
               notified in such confirmation, no Event of Default or Potential
               Event of Default has occurred;

               (d)  Repetition of Representations

               it will annually as soon as possible after the end of its
               financial year (but in no event later than 90 days after the end
               of the relevant financial year) furnish the Facility Agent with a
               certificate to the effect that the representations and warranties
               set out in Clause 13 (Representations and Warranties) hereof are
               true and accurate on and as of that time as if made at that time
               (provided that the representation and warranty in Clause 13.1.12
               (Accuracy of Information) shall be made or given on such date but
               as of and with reference to the facts and circumstances existing
               on the date on which the relevant information was supplied to the
               Finance Parties.)

               (e)  Quarterly Statements

               without prejudice to Clause 14.1.1(b), the Principal Company will
               as soon as possible after the end of each quarter of each
               financial year (but in no event later than 90 days after the end
               of the relevant quarter of such financial year) furnish the
               Facility Agent in sufficient copies for the Banks with its
               interim report in respect of such financial quarter, such interim
               report to contain such information as may be required to enable
               the Facility Agent and the Banks to calculate the ratios
               contained in Clause 14.1.7 as at or during the four quarter
               period ending on (as the case may be) the last day of the
               relevant quarter of such financial year and a duly signed
               certificate by one of its duly authorised officers stating that
               the covenants set out in Clause 14.1.7 were complied with during
               the four quarter period ending at the end of such quarter;

     14.1.2    Notification of Events of Default

               it will promptly give written notice to the Facility Agent of any
               Event of Default and of any Potential Event of Default or of the
               occurrence of any such

                                     - 47 -

<PAGE>

               event in relation to a subsidiary as if the references to
               Borrower in Clause 15 (Events of Default) were references to a
               subsidiary and if, in such latter case, such event could have a
               material adverse affect on the ability of any Borrower to perform
               its obligations under this Agreement, at the same time informing
               the Facility Agent of any action taken or proposed to be taken by
               such Borrower in connection therewith;

     14.1.3    Negative Pledge

               it will not without the Banks' prior written consent create or
               permit to be created or to subsist and will ensure that none of
               its subsidiaries will without the Banks' prior written consent
               create or permit to be created or to subsist any encumbrance on
               or over the whole or any part of its assets (present or future)
               other than the Cash Collateral, provided however that:

               (a)  the foregoing shall not prohibit any  encumbrances  upon any
                    Margin Stock; and

               (b)  the Banks hereby consent to

                    (i)  encumbrances to secure indebtedness for borrowed money
                         to be created or to subsist over assets and revenues
                         not in excess of 15% of the total consolidated net
                         assets of the Group according to the audited
                         consolidated financial statements of the Group most
                         recently delivered to the Facility Agent pursuant to
                         Clause 14.1.1(a), and

                    (ii) encumbrances created or consented to by any member of
                         the Group prior to the date of this Agreement provided
                         that the Principal Company has notified the Facility
                         Agent in writing of such encumbrances providing to the
                         Facility Agent full details thereof, such notice to be
                         received by the Facility Agent not later than the date
                         hereof;

     14.1.4    Security

               it will, if the consent (other than the consent granted pursuant
               to sub-clause 14.1.3) of the Banks is required pursuant to
               sub-clause 14.1.3 above and such consent is forthcoming in
               relation to any encumbrance, create to the satisfaction of the
               Banks in favour of the Banks (or the Facility Agent on behalf of
               the Banks) the same encumbrance or such other encumbrance or
               encumbrances as the Banks in their absolute discretion shall deem
               not materially less beneficial to them than the encumbrance in
               respect of which such consent is given to secure, in each case,
               all sums due and to become due from any Obligor under this
               Agreement provided that the foregoing shall not apply to any
               Margin Stock;

                                     - 48 -

<PAGE>

     14.1.5    Notice of Proceedings

               it will forthwith notify the Facility Agent of any litigation or
               administrative or arbitration proceedings in or by any court,
               tribunal, arbitrator or governmental or municipal authority in
               process, pending or threatened against any member of the Group or
               any of their respective assets which might have a material
               adverse effect on the ability of an Obligor to perform its
               obligations under this Agreement;

     14.1.6    Authorisations and Approvals

               it will use its best endeavours to obtain and maintain, and the
               Principal Company shall cause each of the Obligors to use their
               best endeavours to obtain and maintain, all authorisations,
               approvals, consents, licenses and exemptions and it will make,
               and the Principal Company shall cause each of the Obligors to
               make, all necessary filings and registrations as may be required
               under any applicable law or regulation (which expression shall
               include, without limitation, the Regulations and applicable
               federal and state securities laws) to enable it to perform its
               obligations under each Finance Document, or required for the
               validity or enforceability of each Finance Document and will
               comply with the terms of the same; and

     14.1.7    Interest Cover Ratio

               the Principal Company will ensure at all times the consolidated
               financial condition of the Group, as evidenced by the Principal
               Company's most recently published quarterly consolidated
               financial statements (adjusted to take account of any changes in
               circumstances which occur after the date as of which such audited
               annual consolidated financial statements were prepared), shall be
               such that the ratio, determined on a rolling four quarter average
               basis, of (i) operating results plus the amount attributable to
               amortisation of goodwill plus exceptional results (if negative)
               or minus exceptional results (if positive) to (ii) Net Interest
               Expense, is not less than 3.00:1.00.

               The expressions used in this Clause 14.1.7 shall have the
               meanings attributed thereto in the Original Financial Statements
               but so that "Net Interest Expense" shall equal interest expense
               minus interest income.

               Finally, "determined on a rolling four quarter average basis"
               means in relation to the ratio referred to above, such ratio
               tested at the end of each Quarterly Financial Period by taking
               the average of such ratios calculated for each of such Quarterly
               Financial Period and the three immediately preceding Quarterly
               Financial Periods where "Quarterly Financial Period" means a
               financial quarter of a financial year of the Principal Company;

     14.1.8    Insurance

                                     - 49 -

<PAGE>

               procure that each member of the Group maintains insurances on and
               in relation to its business and assets with reputable
               underwriters or insurance companies against such risks and to
               such extent as is usual for companies carrying on a business such
               as that carried on by such member of the Group whose practice is
               not to self insure;

     14.1.9    Environmental Laws and Permits

               it shall and shall ensure that each of its subsidiaries shall
               comply, in all material respects, with all Environmental Laws and
               Environmental Permits applicable from time to time to all or any
               part of its business or assets;

     14.1.10   Environmental Claims

               it shall not and it shall ensure that each of its subsidiaries
               shall not allow any circumstances to arise which could lead to a
               competent authority or a third party taking action or making a
               claim under any Environmental Laws including the requirement to
               clean up any contaminated land or the revocation, suspension,
               variation or non-renewal of any Environmental Permits or to it or
               any such subsidiary having to take action to avert the
               possibility of any such action or claim which action or claim
               would have a material adverse effect on the Group;

     14.1.11   Notification of Environmental Matters

               within four days of the receipt of notice of the same, give full
               particulars (and if requested a copy of any written particulars
               received by the relevant member of the Group) to the Facility
               Agent of any material notice, order, direction, designation,
               resolution or proposal having application to all or any part of
               the its business or assets or that of any of its subsidiaries or
               to the area in which such business or assets are situate or to
               any real property owned, leased, used or operated by any member
               of the Group given or made by any planning authority or other
               public body or authority whatsoever under or by virtue of
               Environmental Laws or any other statutory power whatsoever or in
               pursuance of the powers conferred by any other statute
               whatsoever;

     14.1.12   Compliance with Environmental Orders

               if so required by the Facility Agent, without delay and at the
               cost of the Principal Company, take all reasonable or necessary
               steps to comply with any such notice or order referred to in
               Clause 14.1.11 above and at the request of any Bank, without
               delay and at the cost of the Principal Company, make or join with
               the Facility Agent in making such objection or objections or
               representations against or in respect of any proposal for such a
               notice or order as the Facility Agent shall deem expedient;

     14.1.13   Further Information

                                     - 50 -

<PAGE>

               it shall provide all relevant information reasonably requested
               (including information on its current business and its
               prospective future business) to the Finance Parties in relation
               to this Agreement and any transaction contemplated hereby and
               shall ensure that all such information above is true and
               accurate.

     Nothing contained in this Agreement shall restrict the ability of the
     Principal Company or any of its subsidiaries from selling, pledging or
     otherwise disposing of any assets which, at the time in question,
     constitute Margin Stock, or cause or enable any one or more Banks to cause
     any or all of the Advances or other payment obligations owed by the
     Principal Company hereunder to become due and payable or enable any one or
     more of the Banks to take any of the actions specified in Clauses 15.1.17
     or 15.1.18 below solely as a result of any such sale, pledge or
     disposition.


15.  EVENTS OF DEFAULT

15.1 Events of Default

     If:

     15.1.1    Failure to Pay

               any Obligor fails to pay any principal, interest or other sum on
               the day of the same becoming due and payable pursuant to this
               Agreement;

     15.1.2    Misrepresentation

               any representation, warranty or statement made or (deemed to be)
               repeated by any Obligor in this Agreement or in any certificate,
               statement or other document contemplated hereby to the extent
               provided by or for or on behalf of any Obligor proves to be
               untrue or incorrect in a respect which is, in the opinion of an
               Instructing Group, material at the time such certificate
               statement or document is made or repeated (or deemed to be made
               or repeated) or expressed; or

     15.1.3    Covenants

               any Obligor defaults in the due performance or observance of any
               undertaking or obligation on its part contained in or pursuant to
               this Agreement and, if such default is capable of remedy, the
               same shall not have been remedied to the satisfaction of the
               Facility Agent (after consultation with an Instructing Group,)
               within fourteen days thereafter; or

     15.1.4    Liquidation

               subject to the further proviso to this Clause 15, there shall
               have occurred the liquidation of any of the Obligors or any other
               member of the Group or any order is made or resolution, law or
               regulation passed or other action taken (including the making of
               any application to any court or other relevant authority) for or
               with a view to the liquidation of any Obligor or any other

                                     - 51 -

<PAGE>

               member of the Group or any Obligor or any other member of the
               Group shall otherwise enter into liquidation; or

     15.1.5    Winding-Up

               subject to the further proviso to this Clause 15, any Obligor or
               any other member of the Group petitions or applies to any court,
               tribunal or other body or authority for the appointment of, or
               there shall otherwise be appointed, any administrator,
               bewindvoerder, receiver, liquidator, curator, sequestrator,
               trustee or other similar officer of any Obligor or any other
               member of the Group or of all or any part of the assets of any
               Obligor or any other member of the Group; or

     15.1.6    Suspension of Payments

               subject to the further proviso to this Clause 15, any Obligor or
               any other member of the Group applies for a (temporary)
               moratorium or suspension of payments or for an arrangement with
               its creditors or for any proceedings or arrangement by which the
               assets of any Obligor or any other member of the Group are
               submitted to the control of its creditors or any Obligor or any
               other member of the Group otherwise threatens, proposes or
               declares any moratorium on its debts or any class of its debts;
               or

     15.1.7    Insolvency

               subject to the further proviso to this Clause 15, any Obligor or
               any other member of the Group becomes, or is declared by any
               competent authority to be, insolvent or admits in writing its
               inability to pay its debts as they fall due or is or becomes
               subject to or applies for any bankruptcy proceedings or starts
               negotiations with its creditors for a restructuring of its debt;
               or

     15.1.8    Ceasing Business

               any Obligor without the written consent of the Facility Agent on
               behalf of the Banks ceases or threatens to cease its business as
               presently conducted or if any Obligor or any other member of the
               Group sells, leases, transfers or otherwise disposes of the whole
               or any Substantial part of its assets (other than Margin Stock)
               exceeding a value equalling a Substantial part of the assets on a
               consolidated basis of the Principal Company whether by one
               transaction or a series of related transactions without the prior
               written consent of the Banks; or

     15.1.9    Cross-Default

               subject to the further proviso to this Clause 15, any other
               indebtedness of any Obligor or any other member of the Group for
               or in respect of any borrowed moneys which, when aggregated with
               the amount of all other borrowed monies to which this Clause
               15.1.9) applies, exceed $50,000,000 (or its equivalent) (save, in
               respect of any guarantee, where liability under such guarantee is

                                     - 52 -

<PAGE>

               being contested by such Obligor or such other member of the Group
               in good faith) is not paid when due for payment (or within any
               stated applicable period of grace) or is found not to have been
               so paid or becomes due and payable or capable of being declared
               due and payable prior to its stated date of payment or, if
               payable on demand, shall not be paid when demanded provided that
               if such other indebtedness is held by any Bank (or any affiliate
               thereof) and was declared to be due and payable or became capable
               of being declared due and payable prior to its stated date of
               payment, in any case, in circumstances which would not have
               occurred but for a default by any of the Borrowers or one or more
               of its subsidiaries in complying with a restriction contained in
               the documentation governing such indebtedness on the ability of
               such Borrower or such subsidiary to sell, pledge or otherwise
               dispose of Margin Stock, then neither such declaration (or any
               failure to pay based on any such declaration) or such becoming
               capable of being declared due and payable shall constitute a
               Potential Event of Default or Event of Default; or

     15.1.10   Default under Mortgage, etc.

               subject to the further proviso to this Clause 15, any Obligor or
               any other member of the Group defaults under any mortgage,
               charge, pledge, lien or other encumbrance or other security
               interest upon the whole or any Substantial part of the assets of
               such Obligor or such other member of the Group and the same
               accordingly becomes enforceable; or

     15.1.11   Execution or Distress

               subject to the further proviso to this Clause 15, all or any
               Substantial part of the assets of any Obligor or any other member
               of the Group are attached or distrained upon or becomes subject
               to any order or court or other process for execution and such
               attachment, distraint, order or process remains in effect and not
               discharged for 30 days; or

     15.1.12   Illegality

               any consent of the Dutch authorities or the authorities of any
               other relevant jurisdiction required for the validity,
               enforceability or legality of this Agreement or the performance
               hereof ceases to be or is not for any reason in full force and
               effect or such performance becomes unlawful or the obligations of
               any of the Obligors under this Agreement or the material
               obligations of any other party to any Finance Document are not or
               cease to be legal, valid, binding or enforceable; or

     15.1.13   Governmental Intervention

               subject to the further proviso to this Clause 15, the whole or
               any part of the assets, revenues or share capital of any Obligor
               or any other member of the Group having a value which, when
               aggregated with the value of all other assets to which this
               Clause 15.1.13 applies, equals or exceeds 15% of the


                                     - 53 -

<PAGE>

               consolidated net assets of the Principal Company, is expropriated
               or nationalised by any government; or

     15.1.14   US Insolvency

               any US Obligor shall (i) file a petition to take advantage of any
               insolvency act; (ii) file a petition or answer seeking
               reorganisation or arrangement or similar relief under the Federal
               Bankruptcy Code or any other applicable law or statute of the
               United States or any state; or (iii) by appropriate proceedings
               of the board of directors, or the general or limited partners or
               managers or other governing body of any US Obligor, authorise the
               filing of any such petition, making of such assignment or
               commencement of such a proceeding; or

     15.1.15   US Bankruptcy

               in respect of any US Obligor a court of competent jurisdiction
               shall enter an order, judgment or decree appointing a custodian,
               receiver, trustee, liquidator or conservator of any US Obligor or
               of the whole or any substantial part of its properties, or
               approve a petition filed against any US Obligor seeking
               reorganisation or arrangement or similar relief under the Federal
               Bankruptcy Code or any other applicable law or statute of the
               United States or any state; or if, under the provisions of any
               other law for the relief or aid of debtors, a court of competent
               jurisdiction shall assume custody or control of any US Obligor or
               of the whole or any substantial part of its properties; or if
               there is commenced against any US Obligor any proceeding for any
               of the foregoing relief and such proceeding or petition remains
               undismissed for a period of sixty days; or if any US Obligor by
               any act indicates its consent to or approval of any such
               proceeding or petition; or

     15.1.16   ERISA Event

               subject to the further proviso to this Clause 15, with respect to
               any Obligor, any Material US Subsidiary or any ERISA Affiliate
               thereof, an ERISA Event shall occur with respect to an Employee
               Plan and there shall result from such ERISA Event a liability
               which, individually or in the aggregate, has a material adverse
               effect upon the financial condition of such Obligor or such
               Material US Subsidiary,

     then, and in any such case and at any time thereafter, the Facility Agent
     may (and, if so instructed by an Instructing Group, shall) by written
     notice to the Borrowers:

     15.1.17   Acceleration

               (a)  declare the Advances to be immediately due and payable (in
                    the case of an Event of Default specified in Clauses 15.1.1
                    to 15.1.11 (inclusive) and Clauses 15.1.13 to 15.1.16
                    (inclusive) above) or due and payable within seven days of
                    demand of the Facility Agent (in any other case) (whereupon
                    the same shall become so payable together with accrued

                                     - 54 -

<PAGE>

                    interest thereon and any other sums then owed by any Obligor
                    hereunder) or declare the Advances to be due and payable on
                    demand of the Facility Agent; and/or

               (b)  require the relevant Borrower to procure that the
                    obligations of each of the Banks and the Issuing Banks in
                    respect of each Letter of Credit are promptly reduced to
                    zero or provide 100% Cash Collateral (in the currency in
                    which such Letter of Credit is denominated) in a manner
                    acceptable to each Bank and each Issuing Bank in respect
                    thereof (whereupon the relevant Borrower shall do so);
                    and/or

     15.1.18   Cancellation

               declare that any undrawn portion of the Facilities shall be
               cancelled, whereupon the same shall be cancelled and the
               Commitment of each Bank shall be reduced to zero

     (Provided, however, that notwithstanding the above, if there shall occur an
     Event of Default under Clause 15.1.14 or Clause 15.1.15 then the
     obligations of the Banks to lend hereunder shall automatically terminate
     and any and all of the Advances and other obligations shall be immediately
     due and payable without any action by the Facility Agent or any Bank

     Provided further, however, that no Event of Default will occur under
     Clauses 15.1.4, 15.1.5, 15.1.6, 15.1.7, 15.1.9, 15.1.10, 15.1.11 or 15.1.13
     if the events or circumstances referred to in such Clauses occur only in
     relation to a member (or members) of the Group which is (or are) not an
     Obligor (or Obligors) unless the consolidated or unconsolidated net sales
     of each such member of the Group (as determined by reference to the most
     recently published audited consolidated financial statements of the
     Principal Company), when aggregated with the consolidated or unconsolidated
     net sales of each other member of the Group to whom an event or
     circumstance of the kind referred to in those Clauses has occurred, exceeds
     5% of consolidated net sales of the Group taken as a whole (as determined
     by reference to the most recently published audited consolidated financial
     statements of the Principal Company).

15.2 Facilities Due on Demand

     If, pursuant to Clause 15.1 (Events of Default), the Facility Agent
     declares the Advances to be due and payable on demand of the Facility
     Agent, then, and at any time thereafter, the Facility Agent may (and, if so
     instructed by an Instructing Group, shall) by written notice to the
     Borrowers call for repayment of the Advances on such date as it may specify
     in such notice (whereupon the same shall become due and payable on such
     date together with, in the case of payments in respect of Advances, accrued
     interest thereon and any other sums then owed by the Obligors hereunder) or
     withdraw its declaration with effect from such date as it may specify in
     such notice.

                                     - 55 -

<PAGE>

16.  GUARANTEE AND INDEMNITY

16.1 Guarantee by Principal Company

     The Principal Company irrevocably and unconditionally guarantees to the
     Facility Agent, the Arrangers and the Banks the due and punctual observance
     and performance of all the terms, conditions and covenants on the part of
     each other Obligor under this Agreement and agrees to pay to the Facility
     Agent for its account or for the account of the Banks and the Arrangers
     from time to time on demand any and every sum or sums of money which any
     such other Obligor is at any time liable to pay to the Facility Agent, the
     Arrangers and the Banks or any of them under or pursuant to this Agreement
     and which has become due and payable but has not been paid at the time such
     demand is made.

16.2 Indemnity by Principal Company

     The Principal Company irrevocably and unconditionally agrees as a primary
     obligation to indemnify the Facility Agent, the Arrangers and the Banks
     from time to time on demand by the Facility Agent from and against any loss
     incurred by the Facility Agent, the Arrangers and the Banks or any of them
     as a result of any of the obligations of any other Obligor under or
     pursuant to this Agreement being or becoming void, voidable, unenforceable
     or ineffective as against such Obligor for any reason whatsoever, whether
     or not known to the Facility Agent, the Arrangers and the Banks or any of
     them or any other person, the amount of such loss being the amount which
     the person or persons suffering it would otherwise have been entitled to
     recover from such Obligor.

16.3 Additional Security

     The obligations of the Guarantor herein contained shall be in addition to
     and independent of every other security which the Facility Agent, the
     Arrangers and the Banks or any of them may at any time hold in respect of
     any obligations of any Obligor hereunder.

16.4 Continuing Obligations

     The obligations of the Guarantor herein contained shall constitute and be
     continuing obligations notwithstanding any settlement of account or other
     matter or thing whatsoever and shall not be considered satisfied by any
     intermediate payment or satisfaction of all or any of the obligations of
     any Obligor under this Agreement and shall continue in full force and
     effect until final payment in full of all amounts owing by each Obligor
     hereunder and total satisfaction of all the Obligors' actual and contingent
     obligations hereunder.

16.5 Obligations not Discharged

     Neither the obligations of the Guarantor herein contained nor the rights,
     powers and remedies conferred in respect of the Guarantor upon the Facility
     Agent, the Arrangers and the Banks or any of them by this Agreement or by
     law shall be discharged, impaired or otherwise affected by:

                                     - 56 -

<PAGE>

     16.5.1    the winding-up, dissolution, administration or re-organisation of
               any other Obligor or any other person or any change in its
               status, function, control or ownership;

     16.5.2    any of the obligations of any other Obligor or any other person
               hereunder or under any other security taken in respect of any of
               its obligations hereunder being or becoming illegal, invalid,
               unenforceable or ineffective in any respect;

     16.5.3    time or other indulgence being granted or agreed to be granted to
               any other Obligor in respect of its obligations hereunder or
               under any such other security;

     16.5.4    any amendment to, or any variation, waiver or release of, any
               obligation of any other Obligor hereunder or under any such other
               security;

     16.5.5    any failure to take, or fully to take, any security contemplated
               hereby or otherwise agreed to be taken in respect of any other
               Obligor's obligations hereunder;

     16.5.6    any failure to realise or fully to realise the value of, or any
               release, discharge, exchange or substitution of, any security
               taken in respect of any other Obligor's obligations hereunder; or

     16.5.7    any other act, event or omission which, but for this Clause 16.5,
               might operate to discharge, impair or otherwise affect any of the
               obligations of such Obligor herein contained or any of the
               rights, powers or remedies conferred upon the Facility Agent, the
               Arrangers and the Banks or any of them by this Agreement or by
               law.

16.6 Settlement Conditional

     Any settlement or discharge between the Guarantor and the Facility Agent,
     the Arrangers and the Banks or any of them shall be conditional upon no
     security or payment to the Facility Agent, the Arrangers and the Banks or
     any of them by any Obligor or any other person on behalf of such Obligor
     being avoided or reduced by virtue of any provisions or enactments relating
     to bankruptcy, insolvency, liquidation or similar laws of general
     application for the time being in force and, if any such security or
     payment is so avoided or reduced, the Facility Agent, the Arrangers and the
     Banks shall each be entitled to recover the value or amount of such
     security or payment from the Guarantor subsequently as if such settlement
     or discharge had not occurred.

16.7 Exercise of Rights

     Neither the Facility  Agent,  the  Arrangers  and the Banks nor any of them
     shall be obliged before  exercising  any of the rights,  powers or remedies
     conferred  upon them in respect of the  Guarantor  by this  Agreement or by
     law:

     16.7.1    to make any demand of any other Obligor;

     16.7.2    to take any action or obtain judgment in any court against any
               other Obligor;

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<PAGE>

     16.7.3    to make or file any claim or proof in a winding-up or dissolution
               of any other Obligor; or

     16.7.4    to enforce or seek to enforce any other security taken in respect
               of any of the obligations of any other Obligor hereunder.

16.8 Deferral of Borrowers' Rights

     The Guarantor agrees that, so long as any amounts are or may be owed by any
     other Obligor hereunder or any other Borrower is under any actual or
     contingent obligations hereunder, the Guarantor shall not exercise any
     rights which it may at any time have by reason of performance by it of its
     obligations hereunder:

     16.8.1    to be indemnified by any other Obligor; and/or

     16.8.2    to claim any contribution from any other Obligor or any other
               guarantor of any other Obligor's obligations hereunder; and/or

     16.8.3    to take the benefit (in whole or in part and whether by way of
               subrogation or otherwise) of any rights of the Facility Agent,
               the Arrangers and the Banks hereunder or of any other security
               taken pursuant to, or in connection with, this Agreement by all
               or any of the Facility Agent, the Arrangers and the Banks.

16.9 Suspense Accounts

     All moneys received, recovered or realised by a Bank by virtue of Clause
     16.1 (Guarantee by Principal Company) or Clause 16.2 (Indemnity by
     Principal Company) may, in that Bank's discretion, be credited to a
     suspense or impersonal account and may be held in such account for so long
     as such Bank thinks fit pending the application from time to time (as such
     Bank may think fit) of such moneys in or towards the payment and discharge
     of any amounts owing by any of the Obligors to such Bank hereunder.

17.  DEFAULT INTEREST AND INDEMNITY

17.1 Default Interest Periods

     If any sum due and payable by any of the Obligors hereunder is not paid on
     the due date therefor in accordance with the provisions of Clause 19
     (Payments) or if any sum due and payable by any of the Obligors under any
     judgment of any court in connection herewith is not paid on the date of
     such judgment, the period beginning on such due date or, as the case may
     be, the date of such judgment and ending on the date upon which the
     obligation of such Obligor to pay such sum (the balance thereof for the
     time being unpaid being herein referred to as an "unpaid sum") is
     discharged shall be divided into successive periods, each of which (other
     than the first) shall start on the last day of the preceding such period
     shall be of such duration (not exceeding three months) as the Facility
     Agent may select (except as otherwise provided in this Clause 17).

17.2 Default Interest

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     During each such period relating thereto as is mentioned in Clause 17.1
     (Default Interest Periods) an unpaid sum referred to in Clause 17.1 shall
     bear interest at the rate per annum which is the sum from time to time of
     two per cent., the Applicable Margin, Reserve Costs and LIBOR (or, in the
     case of an unpaid sum denominated in Euros, EURIBOR) determined in respect
     of such unpaid sum for such period provided that:

     17.2.1    if, for any such period, LIBOR (or, in the case of an unpaid sum
               denominated in Euros, EURIBOR) cannot be determined, the rate of
               interest applicable to each part of any unpaid sum owed to any
               Bank shall be the sum from time to time of two per cent., the
               Applicable Margin, Reserve Costs and the rate per annum (rounded
               upwards to the nearest four decimal places) notified (together
               with reasonable evidence that such rate is applicable) by such
               Bank to the Facility Agent (who shall notify the Borrower
               thereof) before the last day of such period to be that which
               expresses as a percentage rate per annum the cost to it of
               funding from whatever source it may select its portion of such
               unpaid sum for such period; and

     17.2.2    if such unpaid sum is all or part of a Facility A Advance or a
               Facility B Advance which became due and payable on a day other
               than the last day of the Term thereof, or if such unpaid sum is
               all or part of a Facility A Term Advance which became due and
               payable on a day other than the last day of the Interest Period
               relating thereto, the first such period applicable thereto shall
               be of a duration equal to the unexpired portion of that Term or,
               as the case may be, the current Interest Period relating to that
               Advance and the rate of interest applicable thereto from time to
               time during such period shall be that which exceeds by two per
               cent. the rate which would have been applicable to it had it not
               so fallen due.

17.3 Payment of Default Interest

     Any interest which shall have accrued under Clause 17.2 (Default Interest)
     in respect of any sum shall be due and payable and shall be paid by the
     Obligor owing such sum at the end of the period by reference to which it is
     calculated or on such other date or dates as the Facility Agent may specify
     by written notice to such Obligor.

17.4 Broken Periods

     If any Bank or the Facility Agent on its behalf receives or recovers all or
     any part of a Facility A Advance or a Facility B Advance made by such Bank
     otherwise than on the last day of the Term thereof, or if any Bank or the
     Facility Agent on its behalf receives or recovers all or any part of a
     Facility A Term Advance made by such Bank otherwise than on the last day of
     the Interest Period relating thereto, the Obligor to whom such Advance was
     made shall pay to the Facility Agent on demand for account of such Bank an
     amount equal to the amount (if any) by which (a) the additional interest
     (excluding, for the avoidance of doubt, the Applicable Margin and
     applicable Reserve Costs) which would have been payable on the amount so
     received or recovered had it been received or recovered on the last day of
     the Term or, as the case may be, the Interest Period

                                     - 59 -

<PAGE>

     relating thereto exceeds (b) the amount which that Bank or the Facility
     Agent would be able to obtain in respect of a deposit in the currency of
     the amount so received or recovered equal to the principal amount so
     received or recovered placed by it with a leading bank in the relevant
     interbank market for a period starting on the date of such receipt or
     recovery and ending on the last day of the Term or, as the case may be, the
     Interest Period relating thereto.

17.5 The Principal Company's Indemnity

     The Principal Company undertakes to indemnify:

     17.5.1    each of the Facility Agent, the Arrangers and the Banks against
               any cost, claim, loss, expense (including legal fees) or
               liability together with any VAT thereon, which any of them may
               sustain or incur as a consequence of the occurrence of any Event
               of Default or any payment default by any of the Obligors
               hereunder;

     17.5.2    the Facility Agent against any loss it may suffer as a result of
               its entering into, or performing, any foreign exchange contract
               for the purposes of Clauses 17 through 20 hereof;

     17.5.3    each Bank against any loss it may suffer as a result of its
               funding an Advance requested by any of the Borrowers hereunder
               but not made by reason of the operation of any one or more of the
               provisions hereof (other than by reason of wilful misconduct or
               gross negligence by that Bank alone); and

     17.5.4    each Bank and each Issuing Bank against any loss it may suffer as
               a result of issuing or making arrangements to issue a Letter of
               Credit requested by any Borrower in a Utilisation Request but not
               issued by reason of the operation of any one or more of the
               provisions of this Agreement (other than by reason of wilful
               misconduct or gross negligence by that Bank or that Issuing Bank
               alone).

17.6 Unpaid Sums as Advances

     Any unpaid sum shall (for the purposes of this Clause 17 and Clause 10.1
     (Increased Costs)) be treated as an advance and accordingly in this Clause
     17 and Clause 10.1 (Increased Costs) the term "Advance" includes any unpaid
     sum and "Term" or "Interest Period", in relation to an unpaid sum, includes
     each such period relating thereto as is mentioned in Clause 17.1 (Default
     Interest Periods).

18.  CURRENCY OF ACCOUNT AND PAYMENT

18.1 Currency of Account

     The dollar is the currency of account and payment for each and every sum at
     any time due from any of the Obligors hereunder provided that:

     18.1.1    each repayment of an Advance or a part thereof shall be made in
               the currency in which such Advance is denominated at the time of
               that repayment;

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     18.1.2    each payment in respect of a Letter of Credit (including any Cash
               Collateral in respect of a Letter of Credit) shall be made in the
               currency in which such Letter of Credit is denominated;

     18.1.3    each payment of interest shall be made in the currency in which
               the sum in respect of which such interest is payable is
               denominated;

     18.1.4    each payment in respect of costs and expenses shall be made in
               the currency in which the same were incurred;

     18.1.5    each payment pursuant to Clause 8.2 (Tax Indemnity) or Clause
               10.1 (Increased Costs) shall be made in the currency specified by
               the party claiming thereunder; and

     18.1.6    any amount expressed to be payable in a currency other than
               dollars shall be paid in that other currency.

18.2 Currency Indemnity

     If any sum due from any of the Obligors under this Agreement or any order
     or judgment given or made in relation hereto has to be converted from the
     currency (the "first currency") in which the same is payable hereunder or
     under such order or judgment into another currency (the "second currency")
     for the purpose of (a) making or filing a claim or proof against such
     Obligor, (b) obtaining an order or judgment in any court or other tribunal
     or (c) enforcing any order or judgment given or made in relation hereto or
     if any such sum is paid in the second currency, the Principal Company shall
     indemnify and hold harmless each of the persons to whom such sum is due
     from and against any loss suffered as a result of any discrepancy between
     (i) the rate of exchange used for such purpose to convert the sum in
     question from the first currency into the second currency and (ii) the rate
     or rates of exchange at which such person may in the ordinary course of
     business purchase the first currency with the second currency upon receipt
     of a sum paid to it in satisfaction, in whole or in part, of any such
     order, judgment, claim or proof.

19.  PAYMENTS

19.1 Payments to the Facility Agent

     On each date on which this Agreement requires an amount to be paid by any
     Obligor or any of the Banks hereunder, such Obligor or, as the case may be,
     such Bank shall make the same available to the Facility Agent:

     19.1.1    where such amount is denominated in dollars, by payment in
               dollars and in same day funds (or in such other funds as may for
               the time being be customary in New York City for the settlement
               in New York City of international banking transactions in
               dollars) to the Facility Agent's account number 544714108 with
               JPMorgan Chase Bank, New York (or such other account or bank as
               the Facility Agent may have specified for this purpose); or

                                     - 61 -

<PAGE>

     19.1.2    where such amount is denominated in Euros, by payment in Euros
               and in immediately available, freely transferable, cleared funds
               to such account with such bank in Frankfurt as the Facility Agent
               shall have specified for this purpose.

     Any payment received by the Facility Agent from any Obligor in accordance
     with the foregoing shall, without prejudice to the Facility Agent's or any
     Bank's rights to reclaim or reassert its rights to payment from the
     Obligors of any amount which the Facility Agent or such Bank is required to
     repay to the Obligors for any reason, constitute fulfilment by the Obligors
     of its obligation to make such payment hereunder. The parties hereto hereby
     acknowledge and agree that the Principal Company may deliver Utilisation
     Requests from its branch or office located in Switzerland, request that the
     proceeds of Advances be credited to accounts located in Switzerland and
     make payments to the Finance Parties from its branch or office located in
     Switzerland.

19.2 Alternative Payment Arrangements

     If, at any time, it shall become impracticable (by reason of any action of
     any governmental authority or any change in law, exchange control
     regulations or any similar event) for any or all of the Obligors to make
     any payments hereunder in the manner specified in Clause 19.1 (Payments to
     the Facility Agent), then such Obligor may agree with each or any of the
     Banks alternative arrangements for the payment direct to such Bank of
     amounts due to such Bank hereunder provided that, in the absence of any
     such agreement with any Bank, such Obligor shall be obliged to make all
     payments due to such Bank in the manner specified herein. Upon reaching
     such agreement such Obligor and such Bank shall immediately notify the
     Facility Agent thereof and shall thereafter promptly notify the Facility
     Agent of all payments made direct to such Bank.

19.3 Payments by the Facility Agent

     Save as otherwise provided herein, each payment received by the Facility
     Agent for the account of another person pursuant to Clause 19.1 (Payments
     to the Facility Agent) shall:

     19.3.1    in the case of a payment received for the account of any Obligor,
               be made available by the Facility Agent as soon as reasonably
               possible after receipt thereof to such Obligor by application:

               (a)  first, in or towards payment (on the date, and in the
                    currency and funds, of receipt) of any amount then due from
                    such Obligor hereunder to the person from whom the amount
                    was so received or in or towards the purchase of any amount
                    of any currency to be so applied; and

               (b)  secondly, in or towards payment (on the date, and in the
                    currency and funds, of receipt) to such account with such
                    bank in the principal financial centre of the country of the
                    currency of such payment as such Obligor shall have
                    previously notified to the Facility Agent for this purpose;
                    and

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<PAGE>

     19.3.2    in the case of any other payment, be made available by the
               Facility Agent to the person for whose account such payment was
               received (in the case of a Bank, for the account of its relevant
               Facility Office) for value the same day by transfer to such
               account of such person with such bank in the principal financial
               centre of the country of the currency of such payment as such
               person shall have previously notified to the Facility Agent.

19.4 No Set-off

     All payments required to be made by any of the Obligors hereunder shall be
     calculated without reference to any set-off or counterclaim and shall be
     made free and clear of and without any deduction for or on account of any
     set-off or counterclaim.

19.5 Clawback

     Where a sum is to be paid hereunder to the Facility Agent for account of
     another person, the Facility Agent shall not be obliged to make the same
     available to that other person or to enter into or perform any exchange
     contract in connection therewith until it has been able to establish to its
     satisfaction that it has actually received such sum, but if it does so and
     it proves to be the case that it had not actually received such sum, then
     the person to whom such sum or the proceeds of such exchange contract were
     so made available shall on request refund the same to the Facility Agent
     together with an amount sufficient to indemnify the Facility Agent against
     any cost or loss it may have suffered or incurred by reason of its having
     paid out such sum or the proceeds of such exchange contract prior to its
     having received such sum.

19.6 Application of Payments

     If the Facility Agent receives a payment that is insufficient to discharge
     all the amounts then due and payable by an Obligor hereunder, the Facility
     Agent shall apply that payment towards the obligations of that Obligor
     hereunder in the following order (and which order will override any order
     or appropriation made by an Obligor):

     19.6.1    first, in or towards payment pro rata of all unpaid fees, costs
               and expenses of the Facility Agent and the Arrangers under the
               Finance Documents;

     19.6.2    secondly, in or towards payment pro rata of any demand made by an
               Issuing Bank in respect of a payment made or to be made by it
               under a Letter of Credit due but unpaid;

     19.6.3    thirdly, in or towards payment pro rata of all accrued but unpaid
               default interest;

     19.6.4    fourthly, in or towards payment pro rata of all accrued but
               unpaid interest (other than default interest);

     19.6.5    fifthly, in or towards payment pro rata of any principal which is
               due but unpaid under this Agreement; and

     19.6.6    sixthly, in or towards payment pro rata of any other sum due but
               unpaid under the Finance Documents.

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     The Facility Agent shall, if so directed by an Instructing Group, vary the
     order set out in Clauses 19.6.1 to 19.6.6 above and shall promptly notify
     the Principal Company of such variation.

20.  SET-OFF

20.1 Contractual Set-off

     After an Event of Default has occurred and is continuing, each of the
     Obligors authorises each Bank to apply and each Bank shall be entitled to
     set-off any credit balance to which such Obligor is entitled on any account
     of such Obligor with that Bank in satisfaction of any sum due and payable
     from such Obligor to such Bank hereunder but unpaid; for this purpose, each
     Bank is authorised to purchase with the moneys standing to the credit of
     any such account such other currencies as may be necessary to effect such
     application.

20.2 Set-off not Mandatory

     No Bank shall be obliged to exercise any right given to it by Clause 20.1
     (Contractual Set-off). Any Bank that exercises such a set-off right shall
     promptly notify the Facility Agent and the Principal Company of such
     exercise.


21.  SHARING

21.1 Redistribution of Payments

     Subject to Clause 21.3 (Recoveries Through Legal  Proceedings),  if, at any
     time, the proportion  which any Bank (a "Recovering  Bank") has received or
     recovered  (whether  by  payment,  the  exercise  of a right of  set-off or
     combination  of  accounts  or  otherwise)  in respect of its portion of any
     payment (a "relevant payment") to be made under this Agreement by any of
     the  Obligors  for  account of such  Recovering  Bank and one or more other
     Banks is greater (the  portion of such  receipt or recovery  giving rise to
     such excess  proportion  being herein  called an "excess  amount") than the
     proportion  thereof  so  received  or  recovered  by the  Bank or  Banks so
     receiving or recovering the smallest proportion thereof, then:

     21.1.1    such Recovering Bank shall pay to the Facility Agent an amount
               equal to such excess amount;

     21.1.2    there shall thereupon fall due from such Obligor to such
               Recovering Bank an amount equal to the amount paid out by such
               Recovering Bank pursuant to sub-Clause 21.1.1 above, the amount
               so due being, for the purposes hereof, treated as if it were an
               unpaid part of such Recovering Bank's portion of such relevant
               payment; and

     21.1.3    the Facility Agent shall treat the amount received by it from
               such Recovering Bank pursuant to sub-Clause 21.1.1 above as if
               such amount had been received by it from such Obligor in respect
               of such relevant payment and shall pay the same to the persons
               entitled thereto (including such Recovering Bank) pro rata to
               their respective entitlements thereto,

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<PAGE>

     provided that to the extent that any excess amount is attributable to a
     payment to a Bank pursuant to sub-Clause 19.3.1(a) (Payments by the
     Facility Agent) such portion of such excess amount as is so attributable
     shall not be required to be shared pursuant hereto.

21.2 Repayable Recoveries

     If any sum (a "relevant sum") received or recovered by a Recovering Bank in
     respect of any amount owing to it by any of the Obligors becomes repayable
     and is repaid by such Recovering Bank, then:

     21.2.1    each Bank which has received a share of such relevant sum by
               reason of the implementation of Clause 21.1 (Redistribution of
               Payments) shall, upon request of the Facility Agent, pay to the
               Facility Agent for account of such Recovering Bank an amount
               equal to its share of such relevant sum together with such amount
               (if any) as is necessary to reimburse the Recovering Bank the
               appropriate proportion of any interest it shall have been obliged
               to pay when repaying such relevant sum to the relevant Obligor as
               aforesaid; and

     21.2.2    there shall thereupon fall due from such Obligor to each such
               Bank an amount equal to the amount paid out by it pursuant to
               sub-Clause 21.2.1 above, the amount so due being, for the
               purposes hereof, treated as if it were the sum payable to such
               Bank against which such Bank's share of such relevant sum was
               applied.

21.3 Recoveries Through Legal Proceedings

     If any Bank shall commence any action or proceeding in any court to enforce
     its rights hereunder after consultation with the other Banks and, as a
     result thereof or in connection therewith, shall receive any excess amount
     (as defined in Clause 21.1 (Redistribution of Payments)), then such Bank
     shall not be required to share any portion of such excess amount with any
     Bank which has the legal right to, but does not, join in such action or
     proceeding or commence and diligently prosecute a separate action or
     proceeding to enforce its rights in another court.


22.  FEES

22.1 Commitment Fee

     22.1.1    The Principal Company shall pay to the Facility Agent for the
               account of each Bank a commitment fee on the daily undrawn amount
               of the Facility A Total Commitments from time to time during the
               period (the "Facility A relevant period") beginning on the date
               hereof and ending on the Facility A Maturity Date, such
               commitment fee to be calculated on the basis of actual days
               elapsed and a 360 day year at the rate of 40 per cent. of the
               Facility A Applicable Margin from time to time during the
               Facility A relevant period and to be payable in arrear on the
               last day of each successive period of three months which ends
               during the Facility A relevant period and on the Facility A
               Maturity Date.

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     22.1.2    The Principal Company shall pay to the Facility Agent for the
               account of each Bank a commitment fee on the daily undrawn amount
               of the Facility B Total Commitments from time to time during the
               period (the "Facility B relevant period") beginning on the date
               hereof and ending on the Facility B Maturity Date, such
               commitment fee to be calculated on the basis of actual days
               elapsed and a 360 day year at the rate of 40 per cent. of the
               Facility B Applicable Margin from time to time during the
               Facility B relevant period and to be payable in arrear on the
               last day of each successive period of three months which ends
               during the Facility B relevant period and on the Facility B
               Maturity Date.

     22.1.3    The Principal Company shall pay to the Facility Agent for the
               account of each Bank a commitment fee on the daily undrawn amount
               of the Facility C Total Commitments from time to time during the
               period (the "Facility C relevant period") beginning on the date
               hereof and ending on the Facility C Maturity Date, such
               commitment fee to be calculated on the basis of actual days
               elapsed and a 360 day year at the rate of 40 per cent. of the L/C
               Commission Rate from time to time during the Facility C relevant
               period and to be payable in arrear on the last day of each
               successive period of three months which ends during the Facility
               C relevant period and on the Facility C Maturity Date.

22.2 Participation, Book-Running and Arrangement Fees

     The Principal Company shall pay to the Arrangers or the Facility Agent (as
     the case may be) the fees specified in the fee letter from the Arrangers to
     the Principal Company dated 7 June 2002 at the times, and in the amounts,
     specified in such letters.

22.3 Agency Fee

     The Principal Company shall pay to the Facility Agent for its own account
     the agency fees specified in the letter of even date herewith from the
     Facility Agent to the Principal Company at the times, and in the amounts,
     specified in such letter.

22.4 Utilisation Fee

     The Principal Company shall pay to the Facility Agent for each Bank a
     utilisation fee (the "33% Utilisation Fee") with respect to each day upon
     which the Outstandings exceeds 33 per cent. of the Total Commitments. The
     33% Utilisation Fee will be calculated on a daily basis and a 360 day year
     at the rate of 0.075 per cent. per annum of the Outstandings on such day,
     and shall be payable quarterly in arrear and on the Maturity Date for each
     Facility. The Principal Company shall pay to the Facility Agent for each
     Bank a utilisation fee (the "66% Utilisation Fee") with respect to each day
     upon which the Outstandings exceeds 66 per cent. of the Total Commitments.
     The 66% Utilisation Fee will be calculated on a daily basis and a 360 day
     year at the rate of 0.100 per cent. per annum of the Outstandings on such
     day, and shall be payable quarterly in arrear and on the Maturity Date for
     each Facility. For the avoidance of doubt, the 66% Utilisation Fee is to
     replace and is not in addition to the 33% Utilisation Fee.

22.5 Term-Out Fee

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     22.5.1    If the Principal Company delivers a Conversion Request under
               Clause 6.13.1(a), the Principal Company shall, on or before the
               Facility A Maturity Date, pay to the Facility Agent for the
               account of each Bank a fee in the amount of 0.05% of the
               principal amount of the Facility A Advance(s) to be converted
               pursuant to such Conversion Request.

     22.5.2    If the Principal Company delivers a Conversion Request and
               Utilisation Request for the making of a Facility A Term Advance
               under Clause 6.13.1(b), the Principal Company shall, on or before
               the Facility A Maturity Date, pay to the Facility Agent for the
               account of each Bank a fee in the amount of 0.05% of the
               principal amount of the Facility A Advance(s) to be made pursuant
               to such Utilisation Request.

22.6 Letter of Credit Fees

     The Principal Company shall, in respect of each Letter of Credit issued at
     the request of any Borrower, be obliged to pay to the Facility Agent for
     the account of each Bank (for distribution in proportion to each Bank's
     participation under the relevant Letter of Credit), a letter of credit fee
     at the L/C Commission Rate on the face amount of the relevant Letter of
     Credit. Such letter of credit fee shall be paid in arrears in respect of
     each successive period of three months (or such shorter period as shall end
     on the Expiry Date relating to such Letter of Credit) which begins during
     the Term of the relevant Letter of Credit, each payment of such letter of
     credit commission to be made on the last day of each such period.

22.7 Fronting Fee

     The Principal Company shall negotiate in good faith with any proposed
     Issuing Bank and agree a fee to be paid to such Issuing Bank in respect of
     its issuing any Letter of Credit. Such fee shall be payable in arrears in
     respect of each successive period of three months (or such shorter period
     as shall end on the Expiry Date of such Letter of Credit) which begins
     during the Term of such Letter of Credit, such fee to be payable directly
     to such Issuing Bank on the last day of each such period. In addition, the
     Principal Company shall compensate each Issuing Bank in full on demand by
     such Issuing Bank for all customary administrative, issuance, amendment,
     payment and negotiation charges incurred or chargeable by it in connection
     with any Letter of Credit issued by it.

23.  COSTS AND EXPENSES

23.1 Transaction Expenses

     The Principal Company shall, on demand of the Facility Agent, reimburse
     each of the Facility Agent and the Arrangers for all reasonable legal and
     out-of-pocket costs and expenses (including printing and publicity costs)
     together with any VAT thereon incurred by it in connection with the
     negotiation, preparation and execution of this Agreement and the completion
     of the transactions herein contemplated.

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23.2 Preservation and Enforcement of Rights

     The Principal Company shall, from time to time on demand of the Facility
     Agent, reimburse each of the Facility Agent, the Arrangers, the Issuing
     Banks and the Banks for all costs and expenses (including legal fees)
     together with any VAT thereon incurred in or in connection with the
     preservation and/or enforcement of any of the rights of any of the Facility
     Agent, the Issuing Banks, the Arrangers and the Banks under this Agreement.

23.3 Stamp Taxes

     The Principal Company shall pay all stamp, registration and other taxes to
     which this Agreement is or at any time may be subject and shall, from time
     to time on demand of the Facility Agent, indemnify each of the Facility
     Agent, the Issuing Banks, the Arrangers and the Banks against any
     liabilities, costs, claims and expenses resulting from any failure to pay
     or any delay in paying any such tax.

23.4 Facility Agent's Management Time

     Any amount payable to the Facility Agent under this Agreement by way of
     indemnity or reimbursement in respect of any costs, losses, expenses or
     other amounts shall include the cost of utilising the Facility Agent's
     management time or other resources and will be calculated on the basis of
     such reasonable daily or hourly rates as the Facility Agent may notify to
     the Principal Company and the Banks, and is in addition to any fee paid or
     payable to the Facility Agent under Clause 22 (Fees).

23.5 Banks' Liabilities for Costs

     If the Principal Company fails to perform any of its obligations under this
     Clause 23, each Bank shall, in its Proportion, indemnify each of the
     Facility Agent and the Arrangers against any loss incurred by either of
     them as a result of such failure and the Principal Company shall forthwith
     reimburse each Bank for any payment made by it pursuant to this Clause
     23.5.

24.  THE FACILITY AGENT, THE ARRANGERS AND THE BANKS

24.1 Appointment of the Facility Agent

     Each of the Arrangers, the Issuing Banks and the Banks hereby appoints the
     Facility Agent to act as its agent in connection herewith and authorises
     the Facility Agent to exercise such rights, powers, authorities and
     discretions as are specifically delegated to the Facility Agent by the
     terms hereof together with all such rights, powers, authorities and
     discretions as are reasonably incidental thereto.

24.2 Facility Agent's Discretions

     The Facility Agent may:

     24.2.1    assume that:

               (a)  any representation made by any of the Obligors in connection
                    herewith is true;

               (b)  no Event of  Default or Potential Event of Default has
                    occurred;

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               (c)  none of the Obligors is in breach of or default under its
                    obligations hereunder; and

               (d)  any right, power, authority or discretion vested herein upon
                    an Instructing Group, the Banks or any other person or group
                    of persons has not been exercised

               unless the Facility Agent has, in its capacity as agent
               hereunder, actual knowledge of or received actual notice to the
               contrary from any other party hereto;

     24.2.2    assume that the Facility Office of each Bank is that identified
               with its signature below (or, in the case of a Transferee, at the
               end of the Transfer Certificate to which it is a party as
               Transferee) until it has received from such Bank a notice
               designating some other office of such Bank to replace any such
               Facility Office and act upon any such notice until the same is
               superseded by a further such notice;

     24.2.3    engage and pay for the advice or services of any lawyers,
               accountants, surveyors or other experts whose advice or services
               may to it seem necessary, expedient or desirable and rely upon
               any advice so obtained;

     24.2.4    rely as to any matters of fact which might reasonably be expected
               to be within the knowledge of any of the Obligors upon a
               certificate signed by or on behalf of such Obligor;

     24.2.5    rely upon any communication or document believed by it to be
               genuine;

     24.2.6    refrain from exercising any right, power or discretion vested in
               it as agent hereunder unless and until instructed by an
               Instructing Group as to whether or not such right, power or
               discretion is to be exercised and, if it is to be exercised, as
               to the manner in which it should be exercised; and

     24.2.7    refrain from acting in accordance with any instructions of an
               Instructing Group to begin any legal action or proceeding arising
               out of or in connection with this Agreement until it shall have
               received such security as it may require (whether by way of
               payment in advance or otherwise) for all costs, claims, losses,
               expenses (including legal fees) and liabilities together with any
               VAT thereon which it will or may expend or incur in complying
               with such instructions.

24.3 Facility Agent's Obligations

     The Facility Agent shall:

     24.3.1    promptly inform each Bank (and, where appropriate, each Issuing
               Bank) of the contents of any notice or document received by it in
               its capacity as Facility Agent from any of the Obligors
               hereunder;

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     24.3.2    promptly notify each Bank (and, where appropriate, each Issuing
               Bank) of the occurrence of any Event of Default, any Potential
               Event of Default or any default by any of the Obligors in the due
               performance of or compliance with its obligations under this
               Agreement, in each case of which the Facility Agent has actual
               knowledge or received actual notice from any other party hereto;

     24.3.3    save as otherwise provided herein, act as agent hereunder in
               accordance with any instructions given to it by an Instructing
               Group, which instructions shall be binding on the Arrangers, the
               Issuing Banks and all of the Banks; and

     24.3.4    if so instructed by an Instructing Group, refrain from exercising
               any right, power or discretion vested in it as agent hereunder
               unless such right, power or discretion is vested in the Facility
               Agent in its individual capacity hereunder or is a right, power
               or discretion that may be exercised against the Arrangers, the
               Issuing Banks, the Banks or any of them.

24.4 Excluded Obligations

     Notwithstanding anything to the contrary expressed or implied herein,
     neither the Facility Agent nor any of the Arrangers shall:

     24.4.1    be bound to enquire as to:

               (a)  whether or not any representation made by any of the
                    Obligors in connection herewith is true;

               (b)  the occurrence or otherwise of any Event of Default or
                    Potential Event of Default;

               (c)  the performance by any of the Obligors of its obligations
                    hereunder; or

               (d)  any breach of or default by any of the Obligors of or under
                    its obligations hereunder;

     24.4.2    be bound to account to any Bank or Issuing Bank for any sum or
               the profit element of any sum received by it for its own account;

     24.4.3    be bound to disclose to any other person any information relating
               to any member of the Group if such disclosure would or might in
               its opinion constitute a breach of any law or regulation or be
               otherwise actionable at the suit of any person; or

     24.4.4    be under any obligations or fiduciary duties other than those for
               which express provision is made herein.

24.5 Indemnification

     Each Bank shall, in its Proportion, from time to time on demand by the
     Facility Agent, indemnify the Facility Agent, against any and all costs,
     claims, losses, expenses (including legal fees) and liabilities together
     with any VAT thereon which the Facility Agent may incur in acting in its
     capacity as facility agent hereunder to the extent the

                                     - 70 -

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     same are not paid by any of the Obligors and the Principal Company shall,
     on first demand of such Bank, reimburse such Bank in full for any monies
     paid out by it pursuant to this Clause 24.5. Each Bank shall, following any
     payment made by it under this Clause 24.5, be entitled to recover from the
     Facility Agent any amount which it establishes has been paid by it to the
     Facility Agent pursuant to this Clause 24.5 in respect of costs, claims,
     losses, expenses (including legal fees) and liabilities incurred by the
     Facility Agent as a result of the Facility Agent's own gross negligence or
     wilful misconduct in acting in its capacity as facility agent hereunder.
     The Principal Company shall, following any payment made by it under this
     Clause 24.5, be entitled to recover from each relevant Bank any amount
     which it establishes has been paid by it to such Bank pursuant to this
     Clause 24.5 in respect of costs, claims, losses, expenses (including legal
     fees) and liabilities incurred by the Facility Agent as a result of the
     Facility Agent's own gross negligence or wilful misconduct in acting in its
     capacity as facility agent hereunder.

24.6 Exclusion of Liabilities

     None of the Facility Agent and the Arrangers accepts any responsibility for
     the accuracy and/or completeness of any information supplied by any of the
     Obligors in connection herewith or for the legality, validity,
     effectiveness, adequacy or enforceability of this Agreement and none of the
     Facility Agent and the Arrangers shall be under any liability as a result
     of taking or omitting to take any action in relation to this Agreement,
     save in the case of gross negligence or wilful misconduct.

24.7 No Actions

     Each of the Banks and the Issuing Banks agrees that it will not assert or
     seek to assert against any director, officer or employee of the Facility
     Agent or any Arranger any claim it might have against any of them in
     respect of the matters referred to in Clause 24.6 (Exclusion of
     Liabilities).

24.8 Business with the Group

     Each of the Facility Agent and the Arrangers may accept deposits from, lend
     money to and generally engage in any kind of banking or other business with
     any member of the Group.

24.9 Resignation

     The Facility Agent may resign its appointment hereunder at any time without
     assigning any reason therefor by giving not less than thirty days' prior
     written notice to that effect to each of the other parties hereto provided
     that no such resignation shall be effective until a successor for the
     Facility Agent is appointed in accordance with the succeeding provisions of
     this Clause 24.

24.10 Removal of Facility Agent

     An Instructing Group may remove the Facility Agent from its appointment
     hereunder as Facility Agent at any time by giving not less than thirty
     days' prior written notice to that effect to each of the other parties
     hereto provided that no such removal shall be effective until a successor
     for the Facility Agent is appointed in accordance with the succeeding
     provisions of this Clause 24.

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<PAGE>

24.11 Successor Facility Agent

     If the Facility Agent gives notice of its resignation pursuant to Clause
     24.9 (Resignation), then any reputable and experienced bank or other
     financial institution may be appointed as a successor to the Facility Agent
     by an Instructing Group during the period of such notice but, if no such
     successor is so appointed, the Facility Agent may appoint such a successor
     itself.

24.12 New Facility Agent

     If an Instructing Group removes the Facility Agent from its appointment
     hereunder pursuant to Clause 24.10 (Removal of Facility Agent), then any
     reputable and experienced bank or other financial institution may be
     appointed, after consultation with the Principal Company, as a successor to
     the Facility Agent by an Instructing Group.

24.13 Rights and Obligations

     If a successor to the Facility Agent is appointed under the provisions of
     Clause 24.11 (Successor Facility Agent) or Clause 24.12 (New Facility
     Agent), then (a) the retiring Facility Agent shall be discharged from any
     further obligation hereunder but shall remain entitled to the benefit of
     the provisions of this Clause 24 and (b) its successor and each of the
     other parties hereto shall have the same rights and obligations amongst
     themselves as they would have had if such successor had been a party
     hereto.

24.14 Own Responsibility

     It is understood and agreed by each Bank and each Issuing Bank that it has
     itself been, and will continue to be, solely responsible for making its own
     independent appraisal of and investigations into the financial condition,
     creditworthiness, condition, affairs, status and nature of each Borrower
     and the Group and, accordingly, each Bank and each Issuing Bank warrants to
     each of the Facility Agent and the Arrangers that it has not relied on and
     will not hereafter rely on any of the Facility Agent and the Arrangers:

     24.14.1   to check or enquire on its behalf into the adequacy, accuracy or
               completeness of any information provided by any of the Obligors
               in connection with this Agreement or the transactions herein
               contemplated (whether or not such information has been or is
               hereafter circulated to such Bank or such Issuing Bank by the
               Facility Agent or any Arranger); or

     24.14.2   to assess or keep under review on its behalf the financial
               condition, creditworthiness, condition, affairs, status or nature
               of any member of the Group.

24.15 Separation of Departments

     In acting as Facility Agent and/or Arranger for the Banks and the Issuing
     Banks, the agency department of each of the Facility Agent and the
     Arrangers shall be treated as a separate entity from any other of its
     divisions or departments and, notwithstanding the foregoing provisions of
     this Clause 24, in the event that the Facility Agent or, as the case may
     be, an Arranger should act for any member of the Group in any capacity in
     relation to any other matter, any information given by such member of the
     Group to

                                     - 72 -

<PAGE>

     the Facility Agent or, as the case may be, such Arranger in such other
     capacity may be treated as confidential by the Facility Agent or, as the
     case may be, such Arranger and shall not constitute actual knowledge of any
     matter for the purposes of Clause 24.2.

24.16 Confidential Information

     Notwithstanding anything to the contrary expressed or implied herein and
     without prejudice to the provisions of Clause 24.15 (Separation of
     Departments), the Facility Agent shall not as between itself and the Banks
     and/or the Issuing Banks be bound to disclose to any Bank or any Issuing
     Banks or any other person any information which is supplied by any member
     of the Group to the Facility Agent in its capacity as facility agent
     hereunder for the Banks and/or the Issuing Banks and which is identified by
     such member of the Group at the time it is so supplied as being
     confidential information provided that the consent of the relevant member
     of the Group to such disclosure shall not be required in relation to any
     information which in the opinion of the Facility Agent relates to an Event
     of Default or Potential Event of Default or in respect of which the Banks
     or the Issuing Banks have given a confidentiality undertaking in a form
     satisfactory to the Facility Agent and the relevant member of the Group.


25.  ASSIGNMENTS AND TRANSFERS

25.1 Binding Agreement

     This Agreement shall be binding upon and enure to the benefit of each party
     hereto and its or any subsequent successors (including, without limitation,
     any entity which assumes the rights and obligations of any party hereto by
     operation of the law of the jurisdiction of incorporation or domicile of
     such party), Transferees and assigns.

25.2 No Assignments and Transfers by the Obligors

     None of the Obligors shall be entitled to assign or transfer all or any of
     its rights, benefits and obligations hereunder.

25.3 Assignment and Transfers by Banks

     Any Bank may, at any time, assign all or (subject to the provisos below)
     any of its rights and benefits hereunder or transfer in accordance with
     Clause 25.5 all or any of its rights, benefits and obligations hereunder
     (i) to any holding company, any of its wholly-owned subsidiaries or any
     affiliate or (ii) with the prior written consent of the Principal Company
     (such consent not to be unreasonably withheld or delayed and the Principal
     Company will be deemed to have given its consent five business days after
     the Facility Agent has notified it in writing of the proposed transfer or
     assignment unless such consent is expressly refused by the Principal
     Company in writing within that time) to any other person provided that

     25.3.1    (without prejudice to a Bank's right to assign and/or transfer
               all of its rights, benefits and obligations hereunder in
               accordance with this Clause 25.3) a Bank shall be entitled to
               assign and/or transfer part of its Participation hereunder only
               in an amount equal to or exceeding $ 5,000,000 and then only if
               it retains a Participation of not less than $ 7,500,000 unless an
               Event of Default has

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               occurred and is continuing, in which case a Bank shall not be
               required to retain a Participation of not less than $ 7,500,000;
               and

     25.3.2    the prior written consent of the relevant Issuing Bank is
               required for an assignment or transfer by a Bank in relation to a
               Letter of Credit.

25.4 Assignments by Banks

     If any Bank assigns all or any of its rights and benefits hereunder in
     accordance with Clause 25.3 (Assignments and Transfers by Banks), then,
     unless and until the assignee has agreed with the Principal Company, the
     Facility Agent, the Arrangers and the other Banks that it shall be under
     the same obligations towards each of them as it would have been under if it
     had been an original party hereto as a Bank (whereupon such assignee shall
     become a party hereto as a "Bank"), the Facility Agent, the Arrangers and
     the other Banks shall not be obliged to recognise such assignee as having
     the rights against each of them which it would have had if it had been such
     a party hereto. The Assignee shall be responsible for giving notice of the
     assignment to the relevant Obligors.

25.5 Transfers by Banks

     If any Bank wishes to transfer all or any of its rights, benefits and/or
     obligations hereunder as contemplated in Clause 25.3 (Assignments and
     Transfers by Banks), then such transfer may be effected by the delivery to
     and signature by the Facility Agent on behalf of the Obligors (and each of
     the Obligors hereby irrevocably appoints the Facility Agent as its agent
     for the purposes of such delivery and signature of any Transfer
     Certificate) of a duly completed and duly executed Transfer Certificate in
     which event it is hereby irrevocably agreed by each of the Obligors in
     advance that, on the later of the Transfer Date specified in such Transfer
     Certificate and the fifth business day after (or such earlier business day
     endorsed by the Facility Agent on such Transfer Certificate falling on or
     after) the date of delivery of such Transfer Certificate to and signature
     by the Facility Agent on behalf of the Obligors (which signature the
     Facility Agent agrees to complete promptly upon receipt of the relevant
     Transfer Certificate in accordance with this Clause 25):

     25.5.1    to the extent that in such Transfer Certificate the Bank party
               thereto seeks to transfer its rights, benefits and obligations
               hereunder each of the Obligors and such Bank shall be released
               from further obligations towards one another hereunder and their
               respective rights against one another shall be cancelled (such
               rights, benefits and obligations being referred to in this Clause
               25.5 as "discharged rights and obligations");

     25.5.2    each of the Obligors and the Transferee party thereto shall
               assume obligations towards one another and/or acquire rights
               against one another which differ from such discharged rights and
               obligations only insofar as such Obligor and such Transferee have
               assumed and/or acquired the same in place of such Obligor and
               such Bank;

     25.5.3    the Facility Agent, the Arrangers, such Transferee, the other
               Banks and any relevant Issuing Bank shall acquire the same rights
               and benefits and assume

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<PAGE>

               the same obligations between themselves as they would have
               acquired and assumed had such Transferee been an original party
               hereto as a Bank with the rights, benefits and/or obligations
               acquired or assumed by it as a result of such transfer;

     25.5.4    such Transferee shall become a party hereto as a "Bank" and will
               also be deemed to have appointed the Facility Agent as its agent
               in accordance with the terms of this Agreement; and

     25.5.5    to the extent that in such Transfer Certificate the Bank party
               thereto seeks to transfer its Commitment, the Transferee shall
               replace such Bank in respect of any relevant Letter of Credit.

25.6 Transfer Fee

     On the date upon which a transfer takes effect pursuant to Clause 25.5
     (Transfers by Banks) the Transferee in respect of such transfer shall pay
     to the Facility Agent for its own account a transfer fee of US$1,500. All
     costs of any transfer of any Bank's rights, benefits and obligations
     hereunder to any Transferee (including, without limitation, any stamp duty)
     shall be for the account of such Bank.

25.7 Excess Amounts

     If any Bank assigns or transfers any of its rights, benefits and
     obligations hereunder or changes its Facility Office and there arises (by
     reason of circumstances existing at the date of such assignment or transfer
     or which are not existing at such date but which are scheduled to take
     effect or in respect of which there is a general consensus that they will
     take effect after the date thereof) an obligation on the part of a Borrower
     to such Bank or its assignee or transferee or any other person of any
     amount in excess of the amount it would have been obliged to pay but for
     such assignment, transfer or change, then such Borrower shall not be
     obliged to pay the amount of such excess.

25.8 Disclosure of Information

     Any Bank may disclose to any actual or potential assignee or Transferee or
     to any person who may otherwise enter into contractual relations with such
     Bank in relation to this Agreement such information about the Obligors and
     the Group as such Bank shall consider appropriate and each Bank shall also
     be entitled to disclose any such information:

     25.8.1    if required by applicable law or applicable regulations of any
               relevant supervising authorities, provided that each such Bank
               will deliver prompt written notice of such requirement to the
               Principal Company and each such Bank agrees to cooperate fully if
               the Principal Company seeks a protective order in respect of such
               disclosure;

     25.8.2    in connection with any legal proceedings taken against any of the
               Obligors in connection with this Agreement;

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     25.8.3    to any of its auditors or legal counsel (it being understood that
               such auditors or legal counsel will be informed of the
               confidential nature of such information); or

     25.8.4    which is in the public domain (other than as a result of a
               disclosure in breach of this Agreement).

26.  CALCULATIONS AND EVIDENCE OF DEBT

26.1 Basis of Accrual

     Interest and the commitment fee shall accrue from day to day and shall be
     calculated on the basis of a year of 360 days (or, if market practice
     differs, in accordance with market practice) and the actual number of days
     elapsed.

26.2 Letter of Credit Commission

     Letter of Credit Commission in respect of any Letter of Credit, and any
     period of the Term thereof determined pursuant to Clause 22.6 (Letter of
     Credit Fees), shall be calculated on the basis of a year of 360 days and
     the actual number of days in such period.

26.3 Quotations

     If on any occasion a Reference Bank or Bank fails to supply the Facility
     Agent with a quotation required of it under the foregoing provisions of
     this Agreement, the rate for which such quotation was required shall be
     determined from those quotations which are supplied to the Facility Agent.

26.4 Evidence of Debt

     Each Bank shall maintain in accordance with its usual practice accounts
     evidencing the amounts from time to time lent by and owing to it hereunder.

26.5 Control Accounts

     The Facility Agent shall maintain on its books a control account or
     accounts in which shall be recorded (a) the amount of any Advance made or
     arising hereunder (and the name of the Bank to whom such sum relates and
     each Bank's share therein) and the face amount of any Letter of Credit
     issued (and each Bank's share therein) as the case may be, (b) the amount
     of all principal, interest and other sums due or to become due from any of
     the Obligors to any of the Banks hereunder and each Bank's share therein
     and (c) the amount of any sum received or recovered by the Facility Agent
     hereunder and each Bank's share therein. The Facility Agent shall, upon
     request of any Borrower, deliver to such Borrower statements of the
     accounts referred to in this Clause 26.5.

26.6 Prima Facie Evidence

     In any legal action or proceeding arising out of or in connection with this
     Agreement, the entries made in the accounts maintained pursuant to Clause
     26.4 (Evidence of Debt) and Clause 26.5 (Control Accounts) shall be prima
     facie evidence of the existence and amounts of the obligations of the
     Obligors therein recorded.

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26.7 Certificates of Banks

     A certificate of a Bank as to (a) the amount by which a sum payable to it
     hereunder is to be increased under Clause 8.1 (Tax Gross-up) or (b) the
     amount for the time being required to indemnify it against any such cost,
     payment or liability as is mentioned in Clause 8.2 (Tax Indemnity) or
     Clause 10.1 (Increased Costs) or Clause 17.4 (Broken Periods) or Clause
     18.2 (Currency Indemnity) and a certificate by an Issuing Bank as to the
     amount paid out by that Issuing Bank in respect of any Letter of Credit
     shall in each case be conclusive evidence for the purposes of this
     Agreement save in the case of manifest error.

26.8 Facility Agent's Certificates

     A certificate of the Facility Agent as to the amount at any time due from
     any Borrower hereunder or the amount which, but for any of the obligations
     of any Borrower hereunder being or becoming void, voidable, unenforceable
     or ineffective, at any time would have been due from such Borrower
     hereunder shall, in the absence of manifest error, be conclusive for the
     purposes of Clause 16 (Guarantee).

26.9 Counterparts

     This Agreement may be executed in any number of counterparts and by
     different parties on separate counterparts, each of which when so executed
     and delivered shall be an original but all counterparts together shall
     constitute one and the same instrument.


27.  REMEDIES AND WAIVERS, PARTIAL INVALIDITY

27.1 Remedies and Waivers

     No failure to exercise, nor any delay in exercising, on the part of any
     party hereto, any right or remedy hereunder shall operate as a waiver
     thereof, nor shall any single or partial exercise of any right or remedy
     prevent any further or other exercise thereof or the exercise of any other
     right or remedy. The rights and remedies herein provided are cumulative and
     not exclusive of any rights or remedies provided by law.

27.2 Partial Invalidity

     If, at any time, any provision hereof is or becomes illegal, invalid or
     unenforceable in any respect under the law of any jurisdiction, neither the
     legality, validity or enforceability of the remaining provisions hereof nor
     the legality, validity or enforceability of such provision under the law of
     any other jurisdiction shall in any way be affected or impaired thereby.


28.  AMENDMENTS

28.1 Amendments

     With the prior written consent of an Instructing Group, the Facility Agent
     and the Principal Company (acting for and on behalf of all the Obligors)
     may from time to time enter into written amendments, supplements or
     modifications hereto for the purpose of adding any provisions to this
     Agreement or changing in any manner the rights of all or any of the
     Facility Agent, the Arrangers and the Banks or of any Obligor hereunder,
     and, at the request of the Principal Company with the prior consent of an
     Instructing

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     Group, the Facility Agent on behalf of the Arrangers and the Banks may
     execute and deliver to the Principal Company a written instrument waiving
     prospectively or retrospectively, on such terms and conditions as the
     Facility Agent may specify in such instrument, any of the requirements of
     this Agreement or any Event of Default or Potential Event of Default and
     its consequences Provided, however, that:

     28.1.1    no such waiver and no such amendment, supplement or modification
               shall without the prior consent of all the Banks:

               (a)  amend or modify the definitions of Additional Borrower,
                    Instructing Group, Applicable Margin, Facility A Applicable
                    Margin, Facility B Applicable Margin, Maturity Date,
                    Facility A Maturity Date, Facility A Termination Date,
                    Facility B Maturity Date, Facility C Maturity Date, or L/C
                    Commission Rate;

               (b)  amend, modify or waive any provision which requires the
                    prior written consent of the Banks, Clause 22 (Fees),
                    Clause 25.2 (No Assignments and Transfers by the Obligors)
                    or this Clause 28;

               (c)  change the principal or currency of any Advance or Letter of
                    Credit or extend the Term or Interest Period relating
                    thereto;

               (d)  decrease the amount of, or change the currency of or extend
                    the date for any payment of interest, fees or any other
                    amount payable to all or any of the Facility Agent, the
                    Arrangers and the Banks hereunder;

               (e)  increase the amount of the Total Commitments; or

               (f)  release the Guarantor from all or any of its obligations
                    hereunder;

     28.1.2    notwithstanding any other provision hereof, the Facility Agent
               shall not be obliged to agree to any such waiver, amendment,
               supplement or modification if the same would:

               (a)  amend, modify or waive any provision of this Clause 28; or

               (b)   otherwise amend, modify or waive any of the Facility
                     Agent's, an Issuing Bank's or the Arrangers' rights
                     hereunder or subject the Facility Agent, that Issuing Bank
                     or, as the case may be, any Arranger to any additional
                     obligations hereunder.

     28.1.3    The Facility Agent shall promptly notify the Banks of any written
               amendments, supplements or modifications hereto which have been
               made with the consent of an Instructing Group and the Borrower.

28.2 Amendment Costs

     If the Principal Company requests any amendment, supplement, modification
     or waiver in accordance with Clause 28.1, then the Principal Company shall,
     on demand of the Facility Agent, reimburse the Facility Agent for all
     reasonable costs and expenses

                                     - 78 -

<PAGE>

     (including reasonable legal fees) together with any VAT thereon incurred by
     the Facility Agent in the negotiation, preparation and execution of any
     written instrument contemplated by Clause 28.1.


29.  NOTICES

29.1 Communications in Writing

     Each communication to be made hereunder shall be made in writing but,
     unless otherwise stated, may be made by telefax or letter or (to the extent
     that the relevant Party has specified such address pursuant to Clause 29.2
     (Delivery)) by e-mail, and in the case of the notification of rates of
     interest by the Facility Agent pursuant to Clause 5.2 (Notification) and in
     the case of the delivery of any document by the Facility Agent pursuant to
     Clause 24.3.1 (Facility Agent's Obligations), the Facility Agent may refer
     the relevant party or parties (by fax, letter or telex (or if so specified)
     email) to a web site and to the location of the relevant information on
     such web site in discharge of such notification or delivery obligation
     provided that the Borrowers shall indemnify each of the Facility Agent, the
     Arrangers, the Issuing Banks and the Banks against any cost, claims, loss,
     expense (including legal fees) or liability together with any VAT thereon
     which any of them may sustain or incur as a consequence of any telefax or
     email communication originating from any Borrower not being actually
     received by or delivered to the intended recipient thereof or any telefax
     or e-mail communication purporting to originate from any Borrower being
     made or delivered fraudulently.

29.2 Delivery

     Any communication or document (unless made by telefax, e-mail or telephone)
     to be made or delivered by one person to another pursuant to this Agreement
     shall (unless that other person has by fifteen days' written notice to the
     Facility Agent specified another address) be made or delivered to that
     other person at the address identified with its signature below (or, in the
     case of a Transferee, at the end of the Transfer Certificate to which it is
     a party as Transferee) and shall be deemed to have been made or delivered
     when left at that address or (as the case may be) ten days after being
     deposited in the post postage prepaid in an envelope addressed to it at
     that address provided that:

     29.2.1    any communication or document to be made or delivered to the
               Facility Agent shall be effective only when received by the
               Facility Agent and then only if the same is expressly marked for
               the attention of the department or officer identified with the
               Facility Agent's signature below (or such other department or
               officer as the Facility Agent shall from time to time specify for
               this purpose); and

     29.2.2    any communication or document to be made or delivered to any Bank
               having more than one Facility Office shall (unless such Bank has
               by fifteen days' written notice to the Facility Agent specified
               another address) be made or delivered to such Bank at the address
               identified with its signature below (or, in the case of a
               Transferee, at the end of the Transfer Certificate to which it is
               a party as Transferee) as its main Facility Office.

                                     - 79 -

<PAGE>

29.3 Communications by telephone or telefax

     Where any provision of this Agreement specifically contemplates telephone
     or telefax communication made by one person to another, such communication
     shall be made to that other person at the relevant telephone number
     specified by it from time to time for the purpose and shall be deemed to
     have been received when made (in the case of any communication by
     telephone) or when transmission of such telefax communication has been
     received in legible form (in the case of any telecommunication by telefax).
     Each such telefax communication, if made to the Facility Agent by a
     Borrower shall be signed by the person or persons authorised by such
     Borrower in the certificate delivered pursuant to Schedule 3 (Condition
     Precedent Documents) and shall be expressed to be for the attention of the
     department or officer whose name has been notified for the time being for
     that purpose by the Facility Agent to such Borrower.

29.4 Communication by Email

     Where it is reasonable in all the circumstances to send any communication
     or document by email, any communication or document made or delivered by
     one person to another under or in connection with the Finance Documents by
     email will only be effective when sent in legible form, but only if (i)
     following transmission, the sender receives a confirmation message that the
     e-mail has been received and (ii) if a particular department or officer is
     specified as part of its address details pursuant to Clause 29.2
     (Delivery), if the e-mail is addressed to that department or officer.
     Notwithstanding the foregoing or anything else contained herein, the
     following communications and documents may not be sent by e-mail: Transfer
     Certificates, Utilisation Requests and any other communication, document,
     notification or correspondence of which the Facility Agent, acting
     reasonably, requests a hard-copy or an originally signed copy.

29.5 English Language

     Each communication and document made or delivered by one party to another
     pursuant to this Agreement shall be in the English language or accompanied
     by a translation thereof into English certified (by an officer of the
     person making or delivering the same) as being a true and accurate
     translation thereof.

30.  LAW AND JURISDICTION

30.1 English Law

     This Agreement shall be governed by, and shall be construed in accordance
     with, English law.

30.2 English Courts

     Each of the parties hereto irrevocably agrees for the benefit of each of
     the Facility Agent, the Arrangers, the Issuing Banks and the Banks that the
     courts of England shall have non-exclusive jurisdiction to hear and
     determine any suit, action or proceeding, and to settle any disputes, which
     may arise out of or in connection with this Agreement (respectively
     "Proceedings" and "Disputes") and, for such purposes, irrevocably submits
     to the jurisdiction of such courts.

30.3 Appropriate Forum

                                     - 80 -

<PAGE>

     Each of the Obligors irrevocably waives any objection which it might now or
     hereafter have to the courts referred to in Clause 30.2 (English Courts),
     being nominated as the forum to hear and determine any Proceedings and to
     settle any Disputes and agrees not to claim that any such court is not a
     convenient or appropriate forum.

30.4 Service of Process

     Each of the Obligors agrees that the process by which any suit, action or
     proceeding in England is begun may be served on it by being delivered to
     Hackwood Secretaries Limited. If the appointment of the person mentioned in
     this Clause 30.4 ceases to be effective each Obligor shall immediately
     appoint a further person in England to accept service of process on its
     behalf in England and, failing such appointment within 15 days, the
     Facility Agent shall be entitled to appoint such a person by notice to such
     Obligor. Nothing contained herein shall affect the right to serve process
     in any other manner permitted by law.

30.5 Non-exclusive Submissions

     The submission to the jurisdiction of the courts referred to in Clause 30.2
     (English Courts) shall not (and shall not be construed so as to) limit the
     right of the Facility Agent, the Arrangers, the Issuing Banks and the Banks
     or any of them to take Proceedings against any of the Obligors in any other
     court of competent jurisdiction nor shall the taking of Proceedings in any
     one or more jurisdictions preclude the taking of Proceedings in any other
     jurisdiction (whether concurrently or not) if and to the extent permitted
     by applicable law.

30.6 Consent to Enforcement

     Each of the Obligors hereby consents generally in respect of any
     Proceedings to the giving of any relief or the issue of any process in
     connection with such Proceedings including, without limitation, the making,
     enforcement or execution against any property whatsoever (irrespective of
     its use or intended use) of any order or judgment which may be made or
     given in such Proceedings.

30.7 Waiver of Immunity

     To the extent that any of the Obligors may in any jurisdiction claim for
     itself or its assets immunity from suit, execution, attachment (whether in
     aid of execution, before judgment or otherwise) or other legal process and
     to the extent that in any such jurisdiction there may be attributed to
     itself or its assets such immunity (whether or not claimed), such Obligor
     hereby irrevocably agrees and shall be obliged for the purposes of this
     Agreement not to claim and hereby irrevocably waives such immunity to the
     full extent permitted by the laws of such jurisdiction and, in particular,
     to the intent that in any Proceedings taken in New York the foregoing
     waiver of immunity shall have effect under and be construed in accordance
     with the United States Foreign Sovereign Immunities Act of 1976.

30.8 Waiver of Jury Trial

     EACH OF THE OBLIGORS AND EACH OF THE FINANCE PARTIES MUTUALLY HEREBY
     KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY
     JURY IN

                                     - 81 -

<PAGE>

     RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION
     WITH THIS AGREEMENT OR ANY OTHER FINANCE DOCUMENTS CONTEMPLATED TO BE
     EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF
     DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY,
     INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
     STATEMENTS OR ACTIONS OF ANY FINANCE PARTY RELATING TO THE ADMINISTRATION
     OF THE LOANS OR ADVANCES OR ANY LETTER OF CREDIT OR ENFORCEMENT OF THIS
     AGREEMENT OR THE FINANCE DOCUMENTS, AND AGREES THAT NO PARTY WILL SEEK TO
     CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL
     CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS PROHIBITED BY LAW. EACH OBLIGOR
     CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY FINANCE PARTY
     HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH FINANCE PARTY WOULD NOT,
     IN TILE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. THIS
     WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR EACH FINANCE PARTY TO ENTER
     INTO THIS AGREEMENT, MAKE THE LOANS AND ADVANCES AND ISSUE OR PARTICIPATE
     IN ANY LETTER OF CREDIT.

30.9 Pledge to the Federal Reserve

     Any Bank may at any time pledge or assign all or any portion of its rights
     under the Finance Documents, including any portion of any promissory note,
     to any of the twelve (12) Federal Reserve Banks organized under Section 4
     of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or
     assignment or enforcement thereof shall release such Bank from its
     obligations under any of the Finance Documents.

30.10 Replacement of Finance Documents

     Upon receipt of an affidavit of an officer of any Finance Party as to the
     loss, theft, destruction or mutilation of any security document or any
     other Finance Document which is not of public record, and, in the case of
     any such loss, theft, destruction or mutilation, upon cancellation of such
     document, each Borrower will issue, in lieu thereof, a replacement document
     in the same principal amount thereof and otherwise of like tenor.

AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written.

                                     - 82 -

<PAGE>
                                   SCHEDULE 3

                          CONDITION PRECEDENT DOCUMENTS


1.   In relation to each of the Obligors:

     (a)  a copy, certified as a true copy by a duly authorised officer of such
          Obligor, of the constitutional documents of such Obligor and (in the
          case of the Principal Company) an extract from the relevant Chamber of
          Commerce;

     (b)  a copy, certified as a true copy by a duly authorised officer of such
          Obligor, of:

            (i) subject to (ii) and (iii) below, a board resolution of such
                Obligor;

           (ii) (in the case of the Principal Company) such resolutions of the
                members of the Executive Board (Raad van Bestuur) of the
                Principal Company, the supervisory board of the Principal
                Company (Raad van Commissarissen) and the works' council of the
                Principal Company (Ondernemingsraad) as may be required pursuant
                to Dutch law by Dutch Counsel to the Banks, if any; and

          (iii) (in the case of Ahold Finance USA) of a resolution of either its
                managers or its sole member,

          approving the execution, delivery and performance of this Agreement
          and the terms and conditions hereof and authorising a named person or
          persons to sign this Agreement and any documents to be delivered by
          such Obligor pursuant hereto (or, in the case of such requirement to
          the extent that it relates to the works' council of the Principal
          Company, a certificate of the in-house general counsel of the
          Principal Company stating that they have notified the central works'
          council of the Principal Company (Ondernemingsraad) of the entering
          into by the Principal Company of this Agreement and the transactions
          contemplated hereby and have sought the advice of the central works'
          council in accordance with article 25 of the Works' Councils Act ("Wet
          op de ondernemingsraden")) and;

     (c)  a certificate of a duly authorised officer of such Obligor setting out
          the names and signatures of the persons authorised to sign, on behalf
          of such Obligor, this Agreement and any documents to be delivered by
          such Obligor pursuant hereto.

2.   Certificate of Incorporation, certified by the secretary of state of
     Delaware, and bylaws of Croesus, each certified as true, correct, complete
     and in full force and effect by the secretary of Croesus.

3.   Certificate of Formation, certified by the secretary of state of Delaware,
     and operating agreement of Ahold Finance USA, each certified as true,
     correct, complete and in full force and effect by the secretary of Ahold
     Finance USA.

                                     - 87 -

<PAGE>

4.   Evidence of existence and good standing of Croesus and Ahold Finance USA
     from the State of Delaware.

5.   A copy, certified as a true copy by or on behalf of the Principal Company,
     of each such law, decree, consent, licence, approval, registration or
     declaration as is, in the opinion of counsel to the Banks, necessary to
     render this Agreement legal, valid, binding and enforceable, to make this
     Agreement admissible in evidence in each Obligor's jurisdiction of
     incorporation and to enable each of the Obligors to perform its obligations
     hereunder.

6.   An opinion of Clifford Chance, solicitors to the Facility Agent, in
     relation to English law in substantially the form distributed to the Banks
     prior to the execution hereof.

7.   An opinion of the Principal Company's in-house Counsel.

8.   An opinion of White & Case LLP, United States counsel to Ahold Finance USA
     and Croesus.

9.   A copy, certified as a true copy by a duly authorised officer of the
     Principal Company, of the Original Financial Statements.

10.  Evidence that each of the process agents referred to in Clause 30.4
     (Service of Process) has agreed to act as the agent of the Obligors for the
     service of process in England.

11.  Evidence that all fees, costs and expenses required to be paid by any
     Obligor pursuant to Clause 22 and the fee letters referred to therein have
     been paid.

12.  Evidence satisfactory to the Facility Agent that, upon the making of the
     initial Advance(s) or issue of (or participation by a Bank in) the first
     Letter of Credit hereunder (whichever occurs first), all indebtedness of
     the Principal Company under the US$1 billion multi-currency revolving
     credit agreement dated 18 December 1996 between the Principal Company and
     others as borrowers and guarantors, ABN AMRO Bank N.V., Chase Investment
     Bank Limited and J.P. Morgan Securities Ltd as arrangers, The Chase
     Manhattan Bank as facility, swing-line, letter of credit and short term
     advances agent and Chase Manhattan International Limited as multi-currency
     facility agent has been or will be paid and discharged in full and that the
     facility made available thereunder will be cancelled.

                                     - 88 -

<PAGE>

The Obligors

KONINKLIJKE AHOLD N.V.


By:            /s/ Andre Buitenhuis
               ------------------------

Address:       2, Rue Jean-Petitot
               CH - 1204 Geneva
               Switzerland

Attention:     Kimberly Ross

Telephone:     + 41 22 592 8020

Fax:           + 41 22 592 8034

E-mail:        kimberly.ross@ahold.com




CROESUS INC.


By:            /s/ Andre Buitenhuis
               ------------------------

Address:       1013 Center Road
               Wilmington, DE  19805
               United States of America

Attention:     Bart Kuper

Telephone:     + 1 800 927 9800/703 961 6000

Fax:           + 1 703 961 6051

E-mail:        bkuper@AholdUSA.com




AHOLD FINANCE USA, LLC

By:            /s/ Andre Buitenhuis
               ------------------------

Address:       14101 Newbrook Drive
               Chantilly, Virginia, USA
               20151

Attention:     Bart Kuper

Telephone:     + 1 703 961 6000

Telefax:       + 1 703 961 6051

E-mail:        bkuper@AholdUSA.com

<PAGE>

The Arrangers

ABN AMRO BANK N.V.

By:            ______________________

Address:       Gustav Mahlerlaan 10
               P.O. Box 283 (HQ 4063)
               1000 EA Amsterdam
               The Netherlands

Attention:

Telephone:

Fax:

E-mail:




J.P. MORGAN PLC


By:            _____________________

Address:       125 London Wall
               London EC2Y 5AJ
               United Kingdom

Attention:

Telephone:     + 44 207 777 4143

Fax:           + 44 207 777 4613

E-mail:




The Facility Agent

J.P. MORGAN EUROPE LIMITED


By:            _____________________

Address:       125 London Wall
               London EC2Y 5AJ
               United Kingdom

Attention:

Telephone:     + 44 171 777 4143

Fax:           + 44 171 777 4613

<PAGE>

E-mail:        [please provide e-mail address]

The Banks

ABN AMRO BANK N.V.


By:            ______________________

Address:       Gustav Mahlerlaan 10
               P.O. Box 283 (HQ 4063)
               1000 EA Amsterdam
               The Netherlands

Attention:     Geert van Reisen

Telephone:     + 31 20 628 8810

Fax:           + 31 20 629 6270

E-mail:        Geert.van.Reisen@nl.abnamro.com


JPMORGAN CHASE BANK

By:            _______________________

Address:       125 London Wall
               London EC2Y 5AJ
               United Kingdom


Credit Matters

Attention:     Craig Askham

Telephone:     + 44 207 777 1123

Fax:           + 44 207 777 4613

E-mail:        craig.askham@jpmorgan.com


Operational Matters

Attention:     Rachel Clarke

Telephone:     + 44 207 777 3529

Fax:           + 44 207 777 0217

E-mail:        rachel.clarke@jpmorgan.com

<PAGE>

BANK OF AMERICA N.A.


By:            _________________________

Address:       Bank of America House
               1 Alie Street
               London E1 8DE
               United Kingdom

Attention:     Simon Lindow

Telephone:     + 44 207 809 5199

Fax:           + 44 207 634 4935

E-mail:        simon.lindow@bankofamerica.com


BANQUE LBLUX S.A.


By:            _________________________

Address:       3, rue Jean Monnet
               B.P. 602
               L-2016 Luxembourg

Attention:     Peter Lang

Telephone:     + 352 42 43 43 325

Fax:           + 352 42 43 43 399

E-mail:        peter.lang@lblux.lu


BARCLAYS BANK PLC

By:            _________________________


For Credit Matters:

Address:       Barclays Capital
               5 The North Colonnade
               Canary Wharf
               London E14 4BB

Attention:     John Atkinson / Cliff Baylis

<PAGE>

Telephone:     + 44 207 7773 3315/1760

Facsimile:     + 44 207 7773 1840

Email:         john.atkinson@barcap.com / cliff.baylis@barcap.com

For Administration Matters.

Address:       Global Services Unit
               Barclays Bank PLC
               5 The North Colonnade
               Canary Wharf
               London E14 4BB

Attention:     Ian Stewart

Telephone:     + 44 207 7773 6427

Facsimile:     + 44 207 7773 6812

Email:         gsuteaml@barcap.com


BNP PARIBAS


By:            _________________________

Address:       Herengracht 477
               1017 BS Amsterdam
               Netherlands

Attention:     Robert Visser

Telephone:     + 31 20 550 1372

Fax:           + 31 20 625 3921

E-mail:        robert.visser@bnpparibas.com


CITIBANK, N.A.


By:            _________________________

Address:       399 Park Avenue
               New York, NY  10043
               U.S.A.

Copies to:

Address:       2 Penns Way Suite 200
               New Castle, DE  19720
               U.S.A.

<PAGE>

Attention:     Laura (Braack) Quashne

Telephone:     + 1 302 894 6058

Fax:           + 1 302 894 6120

E-mail:        Laura.D.Braack@Citigroup.com

And to:

Address:       Hoogoorddreef 54b
               1101 BE Amsterdam, Z.O.
               The Netherlands

Attention:     Auke Leenstra

Telephone:     + 31 20 651 4228

Fax:           + 31 20 651 4292

E-mail:        Auke.Leenstra@Citigroup.com

And copies in respect of non-US Borrowers to:

Attention:     Debbie Johnson

Telephone:     + 44 207 508 7607

Fax:           + 44 207 500 5806

E-mail:        Debbie.Johnson@Citigroup.com


COMMERZBANK (NEDERLAND) NV

By:
            _________________________

Address:       Herengracht 571-579
               1017 CD Amsterdam
               Netherlands

Attention:     J.F. Gaiser

Telephone:     + 31 20 557 4655

Fax:           + 31 20 626 4243

E-mail:        Jens.Gaiser@commerzbank.com


With a copy to: COMMERZBANK AKTIENGESELLSCHAFT

Address:       Kaiserplatz
               D-60261 Frankfurt
               Germany

Attention:

<PAGE>

Telephone:     + 49 69 1362 3128

Fax:           + 49 69 1362 3097

E-mail:


DRESDNER BANK LUXEMBOURG S.A.


By:            _________________________


For Credit Matters

Address:       26, rue du Marche-aux-Herbes
               L-2097 Luxembourg

               For courier deliveries:
               6A, Route de Treves,
               L-2633 Luxembourg

Attention:     Risk Management

Telephone:     + 352 4760-227 / 411

Fax:           + 352 4760-824 / 561

E-mail:        Ivaila.Vevecka@Dresdner-Bank.lu / Gerd.Otte@Dresdner-Bank.lu


For Operational Matters

Address:       26, rue du Marche-aux-Herbes
               L-2097 Luxembourg

               For courier deliveries:

               6A, Route de Treves,
               L-2633 Luxembourg

Attention:     Marianne Degregori / Loane Bastian

               Credit Management / Loan Administration

Telephone:     + 352 4760-413 / 955

Fax:           + 352 4760-377

E-mail:


FORTIS INTERNATIONAL FINANCE (DUBLIN)

By:            _________________________

<PAGE>

Address:       Styne House, Upper Hatch Street
               Dublin 2
               Ireland

Attention:     Amy Sharpe

Telephone:     + 353 1 478 6704

Fax:           + 353 1 478 0629

E-mail         amy.sharpe@fortis.ifd.ie


ING BANK N.V.

By:            _________________________

Address:       Bijlmerplein 888
               P.O. Box 1800
               1000 BV Amsterdam
               Location HG 02.03
               The Netherlands

Attention:     Mark Bekker

Telephone:     +31 20 563 9103

Fax:           +31 20 652 2032

E-mail:        Mark.Bekker@mai1.ing.n1


COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., trading as RABOBANK
NEDERLAND


By:            _________________________

Address:       Croeselaan 18
               3523 CB Utrecht
               Netherlands

Attention:     Siebe Burggraaf / Paul Visch

Telephone:     + 31 30 216 2521

Fax:           + 31 30 216 4294

E-mail:        siebe.burggraaf@rabobank.com / pau1.visch@rabobank.com

<PAGE>

THE ROYAL BANK OF SCOTLAND BANK PLC

By:            _________________________

Address:       135 Bishopsgate
               London EC2M 3UR
               United Kingdom

Attention:     Anna Cole

Telephone:     + 44 207 375 4993

Fax:           + 44 207 375 6981

E-mail:        anna.cole@rbs.co.uk


BANK ONE, NA

By:            _________________________

Address:       Corporate Finance, 1 Triton Square
               London NW1 3FN
               United Kingdom

Attention:     Clemens Frech

Telephone:     + 44 207 903 4203

Fax:           + 44 207 903 4889

E-mail:        clemens_frech@bankone.com


DANSKE BANK A/S


By:            _________________________


For Credit Matters:

Address:       75 King William Street
               London EC4N 7DT
               United Kingdom

Attention:     Martin Wiles / Alan Pettigrew

Telephone:     + 44 207 410 8000

Fax:           + 44 207 410 8001

E-mail:

<PAGE>

For Operational Matters:

Address:       75 King William Street
               London EC4N 7DT
               United Kingdom

Attention:     Corporate Loans Administration / Lesley Crouch / Mark Brown

Telephone:     + 44 207 410 8000

Fax:           + 44 207 410 8002

E-mail:


MIZUHO CORPORATE BANK NEDERLAND N.V.


By:            _________________________

Address:       Apollolaan 171
               1077 AS Amsterdam
               The Netherlands

Attention:     Joost van Leeuwen

Telephone:     + 31 20 573 4307

Fax:           + 31 20 573 4372

E-mail:        Joost.van.Leeuwen@mizuho-cb.nl


WACHOVIA BANK, NATIONAL ASSOCIATION


By:            _________________________

Address:       3 Bishopsgate
               London EC2N 3AB
               United Kingdom

Attention:     John Cresci / Jack Maier

Telephone:     +44 207 962 2896 / 621 1477

Fax:           +44 207 929 4644

E-mail:        john.cresci@wachovia.com / jack.maier@wachovia.com


BBVA IRELAND P.L.C.

<PAGE>

By:            _________________________

Address:       IFSC 1 North Wall Quay
               Dublin 1,
               Ireland

Attention:     Javier Barredo

Telephone:     +353 1 670 2847

Fax:           +353 1 670 2848

E-mail:        bbvaireland.loans@bbvaeire.com


THE BANK OF NEW YORK


By:            _________________________

Address:       One Wall Street, 18th Floor
               New York City, NY  10286
               United States

Attention:     Lucille C Madden

Telephone:     + 1 212 635 7879

Fax:           + 1 212 635 1481 / 1483

E-mail:        lmadden@bankofny.com


FLEET NATIONAL BANK


By:            _________________________

Address:       100 Federal St.
               Boston, Massachusetts  02110
               U.S.A.

Attention:     Thomas Bullard

Telephone:     + 1 617 434 3824

Fax:           + 1 617 434 6685

E-mail:        thomas_j_bullard@fleet.com


With a copy to: FLEETBOSTON FINANCIAL

Address:       39 Victoria Street

<PAGE>

               London SW1H 0ED
               United Kingdom

Attention:     Damaris Albarran

Telephone:     + 44 207 932 9057

Fax:           + 44 207 932 9364

E-mail:        damaris_g_a1barran@fleet.com


SVENSKA HANDELSBANKEN AB (publ) LUXEMBOURG BRANCH


By:            _________________________

Address:       146, Boulevard de la Petrusse
               L-2330 Luxembourg
               P.O. Box 678
               L-2016 Luxembourg
               Luxembourg

Attention:     Mr. George Hess

Telephone:     +352 499 611 233

Fax:           +352 402 881

E-mail:        gehe0l@handelsbanken.se

With a copy to: SVENSKA HANDELSBANKEN AB (publ) AMSTERDAM BRANCH

Address:       Strawinskylaan 3051
               1077 ZX Amsterdam
               The Netherlands

Attention:     Mr. Brian P. Herring / Mr. Roland van Pooij

Telephone:     +31 20 301 2171

Fax:           +31 20 301 2229

E-mail:        brhe04@handelsbanken.se / ropo02@handelsbanken.se