<PAGE>
                                                                     Exhibit 4.4

                                                                  CONFORMED COPY

                                    AGREEMENT

                              DATED 3rd March, 2003

                                (euro)600,000,000

                                       and

                                US$2,200,000,000

                                 CREDIT FACILITY

                                       for

                             KONIJNKLIJKE AHOLD N.V.

                                   arranged by

                                ABN AMRO BANK N.V.

                           GOLDMAN SACHS INTERNATIONAL

                                  ING BANK N.V.

                                 J.P. MORGAN PLC

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

                                      with

                                  ING BANK N.V.

                                as Facility Agent

                                  ALLEN & OVERY
                                    Amsterdam

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                                    CONTENTS
Clause                                                                      Page
  1.   Interpretation......................................................   1
  2.   Facility............................................................  15
  3.   Purpose.............................................................  16
  4.   Conditions Precedent................................................  17
  5.   Utilisation - Loans.................................................  18
  6.   Utilisation-- Letters of Credit.....................................  19
  7.   Letters of Credit...................................................  21
  8.   Repayment...........................................................  24
  9.   Prepayment and cancellation.........................................  24
 10.   Interest............................................................  29
 11.   Terms...............................................................  31
 12.   Market disruption...................................................  31
 13.   Taxes...............................................................  32
 14.   Increased Costs.....................................................  34
 15.   Mitigation..........................................................  35
 16.   Payments............................................................  36
 17.   Guarantee and indemnity.............................................  38
 18.   Representations.....................................................  41
 19.   Information covenants...............................................  48
 20.   Financial Covenants.................................................  52
 21.   General covenants...................................................  52
 22.   Default.............................................................  60
 23.   Security............................................................  64
 24.   The Administrative Parties..........................................  66
 25.   Evidence and calculations...........................................  71
 26.   Fees................................................................  71
 27.   Indemnities and Break Costs.........................................  72
 28.   Expenses............................................................  73
 29.   Amendments and waivers..............................................  74
 30.   Changes to the Parties..............................................  75
 31.   Disclosure of information...........................................  79
 32.   Set-off.............................................................  80
 33.   Pro Rata Sharing....................................................  80
 34.   Severability........................................................  81
 35.   Counterparts........................................................  81
 36.   Notices.............................................................  81
 37.   Language............................................................  83
 38.   Governing law.......................................................  84
 39.   Enforcement.........................................................  84

Schedules

  1......Original Parties [omitted]........................................  86
  2......Conditions precedent documents....................................  91
  3......Form of Request [omitted].........................................  99
  4......Calculation of the Mandatory Cost [omitted].......................  100
  5......Form of Transfer Certificate [omitted]............................  102
  6......Form of Compliance Certificate [omitted]..........................  104
  7......Form of Accession Agreement [omitted].............................  105
  8......Form of Resignation Request [omitted].............................  106
  9......Form of Letter of Credit [omitted]................................  107
 10......Indemnity.........................................................  110

Signatories................................................................  112

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THIS AGREEMENT is dated 3rd March, 2003

BETWEEN:

(1)  KONINKLIJKE AHOLD N.V. (the Company);

(2)  THE SUBSIDIARIES OF THE COMPANY listed in Schedule 1 (Original  Parties) as
     original borrowers (in this capacity the Original Dollar Borrowers);

(3)  THE SUBSIDIARIES OF THE COMPANY listed in Schedule 1 (Original  Parties) as
     original borrowers (in this capacity the Original Euro Borrowers);

(4)  THE SUBSIDIARIES OF THE COMPANY listed in Schedule 1 (Original  Parties) as
     original guarantors (in this capacity the Original Dollar Guarantors);

(5)  THE SUBSIDIARIES OF THE COMPANY listed in Schedule 1 (Original  Parties) as
     original guarantors (in this capacity the Original Euro Guarantors);

(6)  ABN AMRO BANK N.V., GOLDMAN SACHS INTERNATIONAL, ING BANK N.V., J.P. MORGAN
     PLC AND COOPERATIEVE CENTRALE  RAIFFEISEN-BOERENLEENBANK B.A. trading as
     RABOBANK NEDERLAND as arrangers (in this capacity the Arrangers);

(7)  THE  FINANCIAL  INSTITUTIONS  listed in  Schedule 1  (Original  Parties) as
     original lenders (the Original Lenders);

(8)  ING BANK N.V. as issuing bank (in this capacity the Issuing Bank); and

(9)  ING BANK N.V. as facility agent (in this capacity the Facility Agent).

IT IS AGREED as follows:

1.   INTERPRETATION

1.1  Definitions

     In this Agreement:

     Accession Agreement means a letter, substantially in the form of Schedule 7
     (Form of Accession Agreement), with such amendments as the Facility Agent
     and the Company may agree.

     Additional Borrower means a member of the Group which becomes a Borrower
     after the date of this Agreement.

     Additional Guarantor means a member of the Group which becomes a Guarantor
     after the date of this Agreement.

     Additional Obligor means an Additional Borrower or an Additional Guarantor.

     Administrative Party means an Arranger, the Issuing Bank or the Facility
     Agent.

     Affiliate means a Subsidiary or a Holding Company of a person or any other
     Subsidiary of that Holding Company.

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     Availability Period means the period from and including the date of this
     Agreement to and including the date falling one month before the Final
     Maturity Date.

     Borrower means an Original Borrower or an Additional Borrower.

     Break Costs means the amount (if any) which a Lender is entitled to receive
     under Subclause 27.4 (Break Costs) as compensation if any part of a Loan or
     overdue amount is repaid or prepaid.

     Business Day means a day (other than a Saturday or a Sunday) on which banks
     are open for general business in London and Amsterdam (and, in the case of
     any payment or rate fixing in respect of a Dollar Loan, New York) and which
     is also a TARGET Day.

     Code means the United States Internal Revenue Code of 1986, as amended.

     Commitment means a Dollar Secured Commitment, a Dollar Unsecured
     Commitment, a Euro Secured Commitment, a Euro Unsecured Commitment or a LC
     Facility Commitment of a Lender.

     Compliance Certificate means a certificate substantially in the form of
     Schedule 6 (Form of Compliance Certificate) setting out, among other
     things, calculations of the financial covenants.

     Credit means a Loan or a Letter of Credit.

     Default means:

     (a)  an Event of Default; or

     (b)  an event which would be (with the expiry of a grace period, the giving
          of notice or the making of any determination under the Finance
          Documents or any combination of them) an Event of Default.

     Dollar Borrower means the Original Dollar Borrower or any member of the
     Group which accedes to this Agreement as an Additional Borrower for the
     purposes of borrowing under a Dollar Facility.

     Dollar Facility means the Dollar Secured Facility or the Dollar Unsecured
     Facility.

     Dollar Guarantor means an Original Dollar Guarantor or any member of the
     Group which accedes to this Agreement or enters into the U.S. Guarantee
     pursuant to a U.S. Guarantee Supplement for the purposes of guaranteeing
     obligations under the Dollar Facilities and the Euro Facilities.

     Dollar Loan means a Dollar Secured Loan or a Dollar Unsecured Loan.

     Dollar Secured Commitment means:

     (a)  for an Original Lender, the amount set opposite its name in Schedule 1
          (Original Parties) under the heading Dollar Secured Commitments and
          the amount of any other Dollar Secured Commitment it acquires; and

     (b)  for any other Lender, the amount of any Dollar Secured Commitment it
          acquires,

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     to the extent not cancelled, transferred or reduced under this Agreement.

     Dollar Secured Facility means the revolving credit facility referred to in
     Clause 2.1 (Dollar Secured Facility) and made available under this
     Agreement.

     Dollar Secured Loan means a Loan under the Dollar Secured Facility and
     identified as such in its Request.

     Dollar Unsecured Commitment means:

     (a)  for an Original Lender, the amount set opposite its name in Schedule 1
          (Original Parties) under the heading Dollar Unsecured Commitments and
          the amount of any other Dollar Unsecured Commitment it acquires; and

     (b)  for any other Lender, the amount of any Dollar Unsecured Commitment it
          acquires,

     to the extent not cancelled, transferred or reduced under this Agreement.

     Dollar Unsecured Facility means the revolving credit facility referred to
     in Clause 2.2 (Dollar Unsecured Facility) and made available under this
     Agreement.

     Dollar Unsecured Loan means a Loan under the Dollar Unsecured Facility and
     identified as such in its Request.

     Dutch Borrower means a Borrower incorporated in the Netherlands.

     Dutch Obligor means an Obligor incorporated in the Netherlands.

     Dutch Banking Act means the Dutch Act on the Supervision of the Credit
     System 1992 (Wet toezicht Kredietwezen 1992).

     Dutch Civil Code means the Burgerlijk Wetboek.

     Dutch Exemption Regulation means the Exemption Regulation of the Minister
     of Finance of 26th June, 2002 (Vrijstellingsregeling WtK 1992).

     Environmental Approval means any authorisation required by an Environmental
     Law.

     Environmental Claim means any claim by any person in connection with:

     (i)  a breach, or alleged breach, of an Environmental Law;

    (ii)  any accident, fire, explosion or other event of any type involving an
          emission or substance  which is capable of causing harm to any living
          organism or the environment; or

   (iii)  any other environmental contamination.

     Environmental Law means any law or regulation concerning:

     (i)  the protection of health and safety;

    (ii)  the environment; or

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   (iii)  any emission or substance which is capable of causing harm to any
          living organism or the environment.

     ERISA means the United States Employee Retirement Income Security Act of
     1974.

     ERISA Affiliate means any person treated as a single employer with any
     Obligor for the purpose of section 414 of the Code.

     EURIBOR means for a Term of any Loan or overdue amount in euro:

     (a)  the applicable Screen Rate; or

     (b)  if no Screen Rate is available for that Term of that Loan or overdue
          amount, the arithmetic mean (rounded upward to four decimal places) of
          the rates 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 Rate Fixing Day for the offering of
     deposits in euro for a period comparable to that Term.

     euro means the single currency of the Participating Member States.

     Euro Borrower means the Original Euro Borrower or any member of the Group
     which accedes to this Agreement as an Additional Borrower for the purposes
     of borrowing under a Euro Facility.

     Euro Facility means the Euro Secured Facility or the Euro Unsecured
     Facility.

     Euro Guarantor means an Original Euro Guarantor or any member of the Group
     which accedes to this Agreement as an Additional Guarantor or enters into
     the U.S. Guarantee pursuant to a U.S. Guarantee Supplement for the purposes
     of guaranteeing obligations under the Euro Facilities.

     Euro Loan means a Euro Secured Loan or a Euro Unsecured Loan.

     Euro Secured Commitment means:

     (a)  for an Original Lender, the amount set opposite its name in Schedule 1
          (Original Parties) under the heading Euro Secured  Commitments and the
          amount of any other Euro Secured Commitment it acquires; and

     (b)  for any other Lender, the amount of any Euro Secured Commitment it
          acquires,

     to the extent not cancelled, transferred or reduced under this Agreement.

     Euro Secured Facility means the revolving credit facility referred to in
     Clause 2.3 (Euro Secured Facility) and made available under this Agreement.

     Euro Secured Loan means a Loan under the Euro Secured Facility and
     identified as such in its Request.

                                       4

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     Euro Unsecured Commitment means:

     (a)  for an Original Lender, the amount set opposite its name in Schedule 1
          (Original  Parties) under the heading Euro Unsecured Commitments and
          the amount of any other Euro Unsecured Commitment it acquires; and

     (b)  for any other Lender, the amount of any Euro Unsecured Commitment it
          acquires,

     to the extent not cancelled, transferred or reduced under this Agreement.

     Euro Unsecured Facility means the revolving credit facility referred to in
     Clause 2.4 (Euro Unsecured Facility) and made available under this
     Agreement.

     Euro Unsecured Loan means a Loan under the Euro Unsecured Facility and
     identified as such in its Request.

     Event of Default means an event specified as such in Clause 22 (Default).

     Facility means the Dollar Secured Facility, the Dollar Unsecured Facility,
     the Euro Secured Facility, the Euro Unsecured Facility or the LC Facility.

     Facility Office means the office(s) notified by a Lender to the Facility
     Agent:

     (a)  on or before the date it becomes a Lender; or

     (b)  by not less than five Business Days' notice.

     as the office(s) through which it will perform its obligations under this
     Agreement.

     Fee Letter means any letter entered into by reference to this Agreement
     between one or more Administrative Parties (or an Original Lender in
     respect of existing letters of credit issued by it) and the Company setting
     out the amount of certain fees referred to in this Agreement.

     Final Maturity Date means the date falling 364 days after 24th February,
     2003.

     Finance Document means:

     (a)  this Agreement;

     (b)  a Security Document;

     (c)  a Fee Letter;

     (d)  a Transfer Certificate;

     (e)  an Accession Agreement;

     (f)  a Subordination Agreement;

     (g)  the U.S. Guarantee;

     (h)  the Syndication Side-Letter; or

     (i)  any other document designated as such by the Facility Agent and the
          Company.

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     Finance Party means a Lender or an Administrative Party.

     Financial Indebtedness means any indebtedness for or in respect of:

     (a)  moneys borrowed;

     (b)  any acceptance credit;

     (c)  any bond, note, debenture, loan stock or other similar instrument;

     (d)  any redeemable preference share;

     (e)  any agreement treated as a finance or capital lease in accordance with
          generally accepted accounting principles in the jurisdiction of
          incorporation of the Company;

     (f)  receivables sold or discounted (otherwise than on a non-recourse
          basis);

     (g)  the acquisition cost of any asset to the extent payable after its
          acquisition or possession by the party liable where the deferred
          payment is arranged primarily as a method of raising finance or
          financing the acquisition of that asset;

     (h)  any derivative transaction protecting against or benefiting from
          fluctuations in any rate or price (and, except for non-payment of an
          amount, the then mark to market value of the derivative transaction
          will be used to calculate its amount);

     (i)  any other transaction  (including any forward sale or purchase
          agreement) which has the commercial effect of a borrowing;

     (j)  any counter-indemnity obligation in respect of any guarantee,
          indemnity, bond, letter of credit or any other instrument issued by a
          bank or financial institution; or

     (k)  any guarantee, indemnity or similar assurance against financial loss
          of any person in respect of any item referred to in the above
          paragraphs.

     Group means the Company and its Subsidiaries (other than Schuitema N.V. and
     its Subsidiaries).

     Guarantor means the Company, an Original Guarantor or an Additional
     Guarantor.

     Holding Company of any other person, means a company in respect of which
     that other person is a Subsidiary.

     Increased Cost means:

     (a)  an additional or increased cost;

     (b)  a reduction in the rate of return from a Facility or on its overall
          capital; or

     (c)  a reduction of an amount due and payable under any Finance Document,

     which is incurred or suffered by a Finance Party or any of its Affiliates
     but only to the extent attributable to that Finance Party having entered
     into any Finance Document or funding or performing its obligations under
     any Finance Document.

                                       6

<PAGE>

     Intellectual Property means, in respect of any member of the Group, any and
     all interests held by such member of the Group and, in respect of any other
     person, any and all interests, in any part of the world in or relating to
     registered and unregistered trade marks and service marks, domain names,
     patents, registered designs, trade names, business names, titles,
     registered or unregistered copyrights in published and unpublished works,
     unregistered designs, inventions registered or unregistered, data base
     rights, know-how, any other intellectual property rights and any
     applications for any of the foregoing and any goodwill therein.

     Intercompany Creditor has the meaning given to it in a Subordination
     Agreement.

     Intercompany Debtor has the meaning given to it in a Subordination
     Agreement.

     LC Facility means the letter of credit facility referred to in Clause 2.5
     (Letters of Credit) and made available under this Agreement.

     LC Facility Commitment means:

     (a)  for an Original Lender, the amount set opposite its name in Schedule 1
          (Original Parties) under the heading LC Facility Commitments and the
          amount of any other LC Facility Commitment it acquires; and

     (b)  for any other Lender, the amount of any LC Facility Commitment it
          acquires,

     to the extent not cancelled, transferred or reduced under this Agreement.

     Lender means:

     (a)  an Original Lender; or

     (b)  any person which becomes a Lender after the date of this Agreement.

     Letter of Credit means a letter of credit, substantially in the form of
     Schedule 9 (Form of Letter of Credit) or in any other form agreed by the
     Issuing Bank and the Facility Agent.

     LIBOR means for a Term of any Loan or overdue amount denominated in US$:

     (a)  the applicable Screen Rate; or

     (b)  if no Screen Rate is available for the  relevant currency or Term of
          that Loan or overdue  amount, the arithmetic  mean (rounded upward to
          four decimal places) of the rates, 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. on the Rate Fixing Day for the offering of deposits in the
     currency of that Loan or overdue amount for a period comparable to that
     Term.

     Loan means, unless otherwise stated in this Agreement, the principal amount
     of each borrowing under this Agreement or the principal amount outstanding
     of that borrowing.

     Majority Lenders means, at any time prior to the completion of syndication
     of the Facilities, the Lenders and, at any time thereafter, Lenders:

                                       7

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     (a)  whose share in the outstanding Credits and whose undrawn Commitments
          then aggregate 66 2/3 per cent. or more of the  aggregate of all the
          outstanding Credits and the undrawn Commitments of all the Lenders;

     (b)  if there is no Credit then outstanding, whose undrawn Commitments then
          aggregate 66 2/3 per cent. or more of the Total Commitments; or

     (c)  if there is no Credit then outstanding and the Total Commitments have
          been reduced to zero, whose Commitments aggregated 66 2/3 per cent. or
          more of the Total Commitments immediately before the reduction.

     Mandatory Cost means the cost of complying with certain regulatory
     requirements, expressed as a percentage rate per annum and calculated by
     the Facility Agent under Schedule 4 (Calculation of the Mandatory Cost).

     Margin means, subject to adjustment under Clause 10.3 (Margin adjustment),
     3.25 per cent. per annum.

     Margin Stock has the meaning given to it in Regulation U issued by the
     Board of Governors of the United States Federal Reserve System.

     Material Adverse Effect means a material adverse effect on:

     (a)  the business or financial condition of each Borrower, each Borrower
          and its Subsidiaries taken as a whole or the Group as a whole;

     (b)  the ability of any Obligor to perform its obligations under any
          Finance Document;

     (c)  the validity or enforceability of any Finance Document; or

     (d)  any right or remedy of a Finance Party in respect of a Finance
          Document.

     Material Group Member means the Company, a Material Subsidiary or any other
     Subsidiary of a Borrower.

     Material Subsidiary means, at any time, an Obligor (other than the Company)
     and any other Subsidiary of the Company whose net sales (excluding
     intra-Group items) then equal or exceed 5 per cent. of the net sales of the
     Group.

     For this purpose:

     (a)  the net sales of a Subsidiary of the Company will be  determined from
          its financial statements (unconsolidated if it has Subsidiaries) upon
          which the latest audited financial statements of the Group have been
          based;

     (b)  if a Subsidiary of the Company becomes a member of the Group after the
          date on which the latest audited financial statements of the Group
          have been prepared, the net sales of that Subsidiary will  be
          determined from its latest financial statements;

     (c)  the net sales of the Group will be determined  from its latest audited
          financial statements, adjusted (where appropriate) to reflect the net
          sales of any company or business subsequently acquired or disposed of;
          and

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     (d)  if a Material Subsidiary disposes of all or substantially all of its
          assets to another Subsidiary of the Company, it will immediately cease
          to be a Material Subsidiary and the other Subsidiary (if it is not
          already) will immediately become a Material Subsidiary; the subsequent
          financial statements of those Subsidiaries and the Group will be used
          to determine whether those Subsidiaries are Material Subsidiaries or
          not.

     If there is a dispute as to whether or not a company is a Material
     Subsidiary, a certificate of the auditors of the Company will be, in the
     absence of manifest error, conclusive.

     Maturity Date means the last day of the Term of a Credit.

     Moody's means Moody's Investor Service, Inc.

     Multiemployer Plan means a "multiemployer plan" within the meaning of
     section 3(37) or 400 1(a)(3) of ERISA.

     Non-Obligor means a member of the Group which is not an Obligor.

     Obligor means a Borrower or a Guarantor.

     Original Financial Statements means the audited consolidated financial
     statements of the Company for the year ended 31st December, 2001.

     Original Borrower means an Original Dollar Borrower or an Original Euro
     Borrower.

     Original Guarantor means an Original Dollar Guarantor or an Original Euro
     Guarantor.

     Original Obligor means the Company, an Original Borrower or an Original
     Guarantor.

     Participating Member State means a member state of the European Communities
     that adopts or has adopted the euro as its lawful currency under the
     legislation of the European Community for Economic Monetary Union.

     Party means a party to this Agreement.

     Plan means an employee benefit plan as defined in section 3(3) of ERISA:

     (a)  maintained by any Obligor or any ERISA Affiliate; or

     (b)  to which any Obligor or any ERISA Affiliate is required to make any
          payment or contribution.

     Professional Market Party means a professional market party (professionele
     marktpartij) under the Dutch Exemption Regulation.

     Pro Rata Share means:

     (a)  for the purpose of  determining a Lender's  share in a utilisation of
          the Facility, the proportion which its Commitment bears to the Total
          Commitments; and

     (b)  for any other purpose on a particular date:

          (i)  the proportion which a Lender's share of the Credits (if any)
               bears to all the Credits;

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         (ii)  if there is no Credit outstanding on that date, the proportion
               which its Commitment bears to the Total Commitments on that date;
               or

        (iii)  if the Total Commitments have been cancelled, the proportion
               which its Commitment bore to the Total Commitments immediately
               before being cancelled.

     Rate Fixing Day means:

     (a)  the second Business Day before the first day of a Term for a Dollar
          Loan; or

     (b)  the second TARGET Day before the first day of a Term for a Euro Loan,

     or such other day as the Facility Agent determines is generally treated as
     the rate fixing day by market practice in the relevant interbank market.

     Reference Banks means the Facility Agent, ABN AMRO N.V. and J.P. Morgan
     Chase Bank and any other bank or financial institution appointed as such by
     the Facility Agent under this Agreement.

     Repeating Representations means the representations which are deemed to be
     repeated under Clause 18.30 (Times for making representations).

     Reportable Event means:

     (a)  an event specified as such in section 4043 of ERISA or any related
          regulation, other than an event in relation to which the requirement
          to give notice of that event is waived by any regulation; or

     (b)  a failure to meet the minimum funding standard under section 412 of
          the Code or section 302 of ERISA, whether or not there has been any
          waiver of notice or waiver of the minimum funding standard under
          section 412 of the Code.

     Request means a request for a Credit, substantially in the form of Schedule
     3 (Form of Request).

     Rollover Credit means one or more Credits:

     (a)  to be made on the same day that a maturing Credit is due to be repaid;

     (b)  the aggregate amount of which is equal to or less than the maturing
          Credit; and

     (c)  to be made to the same Borrower for the purpose of refinancing a
          maturing Credit.

     S&P means Standard & Poor's Ratings Services, a division of the McGraw Hill
     Companies, Inc.

     Screen Rate means:

     (a)  for LIBOR, the British Bankers Association Interest Settlement Rate;
          and

     (b)  for EURIBOR, the percentage rate per annum determined by the Banking
          Federation of the European Union,

                                       10

<PAGE>

     for the relevant currency and Term displayed on the appropriate page of the
     Telerate screen selected by the Facility Agent. If the relevant page is
     replaced or the service ceases to be available, the Facility Agent (after
     consultation with the Company and the Lenders) may specify another page or
     service displaying the appropriate rate.

     Secured Commitment means a Dollar Secured Commitment or a Euro Secured
     Commitment.

     Secured Loan means a Dollar Secured Loan or a Euro Secured Loan.

     Security Agreement means the U.S. Security Document and each security
     agreement or pledge listed in paragraph 3(a) of Part 1 of Schedule 2 and
     paragraph 2 of Part 3 of Schedule 2 (Conditions precedent documents).

     Security Document means:

     (a)  each Security Agreement; and

     (b)  any other document evidencing or creating security over any asset of
          an Obligor to secure any obligation of any Obligor to a Finance Party
          under the Finance Documents.

     Security Interest means any mortgage, pledge, lien, charge, assignment,
     hypothecation or security interest or any other agreement or arrangement
     the effect of which is the creation of security.

     Subordination Agreement means:

     (a)  the subordination agreement dated  on or about the date of this
          Agreement between, inter alia, each Dutch Obligor, and certain of the
          Finance Parties, governed by English law; or

     (b)  a subordination agreement dated on or about the date of this Agreement
          between, inter alia, each U.S. Obligor and certain of the Finance
          Parties, governed by New York law.

     Subsidiary means an entity of which a person has direct or indirect control
     or owns directly or indirectly more than 50% of the voting capital or
     similar right of ownership (other than, when referring to Subsidiaries of
     the Company, Schuitema N.V.) and control for this purpose means the power
     to direct the management and the policies of the entity whether through the
     ownership of voting capital, by contract or otherwise.

     Syndication Side-Letter means the syndication letter between the Company
     and the Arrangers dated on or about the date of this Agreement as amended
     from time to time relating to, among other things, syndication of the
     Facilities.

     TARGET Day means a day on which the Trans-European Automated Real-time
     Gross Settlement Express Transfer payment system is open for the settlement
     of payments in euro.

     Tax means any tax, levy, impost, duty or other charge or withholding of a
     similar nature (including any related penalty or interest).

     Tax Deduction means a deduction or withholding for or on account of Tax
     from a payment under a Finance Document.

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     Tax Payment means a payment made by an Obligor to a Finance Party in any
     way relating to a Tax Deduction or under any indemnity given by that
     Obligor in respect of Tax under any Finance Document.

     Term means each period determined under this Agreement:

     (a)  by reference to which interest on a Loan or an overdue amount is
          calculated; or

     (b)  for which the Issuing Bank may be under a liability under a Letter of
          Credit.

     Total Commitments means the aggregate of the Commitments of all the
     Lenders.

     Total Dollar Secured Commitments means the aggregate of the Dollar Secured
     Commitments of all the Lenders, being the total amount specified as such in
     Schedule 1 (Original Parties) at the date of this Agreement.

     Total Dollar Unsecured Commitments means the aggregate of the Dollar
     Unsecured Commitments of all the Lenders, being the total amount specified
     as such in Schedule 1 (Original Parties) at the date of this Agreement.

     Total Euro Secured Commitments means the aggregate of the Euro Secured
     Commitments of all the Lenders, being the total amount specified as such in
     Schedule 1 (Original Parties) at the date of this Agreement.

     Total Euro Unsecured Commitments means the aggregate of the Euro Unsecured
     Commitments of all the Lenders, being the total amount specified as such in
     Schedule 1 (Original Parties) at the date of this Agreement.

     Total LC Facility Commitments means the aggregate of the LC Facility
     Commitments of all the Lenders, being the total amount specified as such in
     Schedule 1 (Original Parties) at the date of this Agreement.

     Transfer Certificate means a certificate, substantially in the form of
     Schedule 5 (Form of Transfer Certificate), with such amendments as the
     Facility Agent may approve or reasonably require or any other form agreed
     between the Facility Agent and the Company.

     Unsecured Commitment means a Dollar Unsecured Commitment or a Euro
     Unsecured Commitment.

     Unsecured Loan means a Dollar Unsecured Loan or a Euro Unsecured Loan.

     U.K. means the United Kingdom.

     USD, $, U.S.$ or Dollars means the lawful currency of the United States of
     America.

     U.S. Document means the U.S. Guarantee, the Subordination Agreement
     described in Clause (b)of the definition thereof and the U.S. Security and
     Pledge Agreement.

     U.S. Guarantee means a guarantee governed by New York law entered into by a
     U.S. Obligor in respect of certain obligations of the Obligors under the
     Finance Documents (including any U.S. Guarantee Supplement entered into
     pursuant thereto).

     U.S. Guarantee Supplement has the meaning set forth in the U.S. Guarantee.

                                       12

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     U.S. Obligor means an Obligor incorporated or organised under the laws of
     the United States of America or any state of the United States of America
     (including the District of Columbia).

     U.S. Security and Pledge Agreement means the security agreement referred to
     in paragraph 3(c)(i) of Part 1 of Schedule 2 (Conditions precedent
     documents (including any Security Agreement Supplement entered into
     pursuant thereto).

     U.S. Security Document means the U.S. Security and Pledge Agreement.

     Utilisation Date means each date on which the Facility is utilised.

1.2  Construction

(a)  In this Agreement, unless the contrary intention appears, a reference to:

     (i)  an amendment includes a supplement, novation, restatement or
          re-enactment and amended will be construed accordingly;

    (ii)  assets includes present and future properties, revenues and rights of
          every description;

   (iii)  an authorisation includes an authorisation, consent, approval,
          resolution, licence, exemption, filing, registration or notarisation;

    (iv)  disposal means a sale, transfer, grant, lease or other disposal,
          whether voluntary or involuntary, and dispose will be construed
          accordingly;

     (v)  indebtedness includes any obligation (whether incurred as principal or
          as surety) for the payment or repayment of money;

    (vi)  a person includes any individual, company, corporation, unincorporated
          association or body (including a partnership, trust, joint venture or
          consortium), government, state, agency, organisation or other entity
          whether or not having separate legal personality;

   (vii)  a regulation includes any regulation, rule, official directive,
          request or guideline  (whether or not having the force of law but, if
          not having the force of law, being of a type with which any person to
          which it applies is accustomed to comply) of any governmental,
          inter-governmental or supranational body, agency, department or
          regulatory, self-regulatory or other authority or organisation;

  (viii)  a currency is a reference to the lawful currency for the time being
          of the relevant country;

    (ix)  a Default being outstanding means that it has not been remedied or
          waived;

     (x)  a  provision of law is a reference to that provision as extended,
          applied, amended or re-enacted and includes any subordinate
          legislation;

    (xi)  a Clause, a Subclause or a Schedule is a reference to a clause or
          subclause of, or a schedule to, this Agreement;

   (xii)  a Party or any other person includes its successors in title,
          permitted assigns and permitted transferees;

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<PAGE>

  (xiii)  a Finance Document or another document is a reference to that Finance
          Document or other document as amended; and

   (xiv)  a time of day is a reference to Amsterdam time.

(b)  Unless the contrary intention appears, a reference to a month or months is
     a reference to a period  starting on one day in a calendar month and ending
     on the numerically corresponding day in the next calendar month or the
     calendar month in which it is to end, except that:

     (i)  if the numerically corresponding day is not a Business Day, the period
          will end on the next Business Day in that month (if there is one) or
          the preceding Business Day (if there is not);

    (ii)  if there is no numerically corresponding day in that month, that
          period will end on the last Business Day in that month; and

   (iii)  notwithstanding sub-paragraph (i) above, a period which commences on
          the last Business Day of a month will end on the last Business Day in
          the next month or the calendar month in which it is to end, as
          appropriate.

(c)  Unless expressly provided to the contrary in a Finance Document, a person
     who is not a party to a Finance Document may not enforce any of its terms
     under the Contracts (Rights of Third Parties) Act 1999 and, notwithstanding
     any term of any Finance Document, no consent of any third party is required
     for any variation (including any release or compromise of any liability) or
     termination of that Finance Document.

(d)  Unless the contrary intention appears:

     (i)  a reference to a Party will not include that Party if it has ceased to
          be a Party under this Agreement;

    (ii)  an amount in euro is payable only in the euro unit;

   (iii)  a word or expression used in any other Finance Document or in any
          notice given in connection with any Finance Document has the same
          meaning in that Finance Document or notice as in this Agreement; and

    (iv)  any obligation of an Obligor under the Finance Documents which is not
          a payment obligation remains in force for so long as any payment
          obligation of an Obligor is or may be outstanding under the Finance
          Documents.

(e)  The headings in this Agreement do not affect its interpretation.

1.3  Dutch Terms

     In this Agreement, where it relates to a Dutch entity, a reference to:

     (a)  a necessary action to authorise where applicable, includes without
          limitation:

          (i)  any action required to comply with the Works Councils Act of the
               Netherlands (Wet op de ondernemingsraden); and

         (ii)  obtaining an unconditional positive advice (advies) from the
               competent works council(s);

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<PAGE>

     (b)  (i)  a winding-up, administration or dissolution includes a Dutch
               entity being:

               (A)  declared bankrupt (failliet verklaard);

               (B)  dissolved (ontbonden);

         (ii)  a moratorium includes surseance van betaling and granted a
               moratorium includes surseance verleend;

        (iii)  any step or procedure taken in connection with insolvency
               proceedings includes a Dutch entity having filed a notice under
               section 36 of the Tax Collection Act of the Netherlands
               (Invorderingswet 1990) or Section 16d of the Social Insurance
               Co-ordination Act of the Netherlands (Coordinatiewet Sociale
               Verzekeringen);

         (iv)  a trustee in bankruptcy includes a curator;

          (v)  an administrator includes a bewindvoerder; and

         (vi)  an attachment includes a beslag.

2.   FACILITY

2.1  Dollar Secured Facility

     Subject to the terms of this Agreement, the Lenders make available to the
     Dollar Borrowers a revolving credit facility in an aggregate amount equal
     to the Total Dollar Secured Commitments.

2.2  Dollar Unsecured Facility

     Subject to the terms of this Agreement, the Lenders make available to the
     Dollar Borrowers a revolving credit facility in an aggregate amount equal
     to the Total Dollar Unsecured Commitments.

2.3  Euro Secured Facility

     Subject to the terms of this Agreement, the Lenders make available to the
     Euro Borrowers a revolving credit facility in an aggregate amount equal to
     the Total Euro Secured Commitments.

2.4  Euro Unsecured Facility

     Subject to the terms of this Agreement, the Lenders make available to the
     Euro Borrowers a revolving credit facility in an aggregate amount equal to
     the Total Euro Unsecured Commitments.

2.5  Letters of Credit

     Subject to the terms of this Agreement, the Lenders make available to the
     Dollar Borrowers a letter of credit facility in an aggregate amount equal
     to the Total LC Facility Commitments. The LC Facility will be secured.

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2.6  Nature of a Finance Party's rights and obligations

     Unless otherwise agreed by all the Finance Parties:

     (a)  the obligations of a Finance Party under the Finance Documents are
          several;

     (b)  failure by a Finance Party to perform its obligations does not affect
          the obligations of any other Party under the Finance Documents;

     (c)  no Finance Party is responsible for the obligations of any other
          Finance Party under the Finance Documents;

     (d)  the rights of a Finance Party under the Finance Documents are separate
          and independent rights;

     (e)  a Finance Party may, except as otherwise stated in the Finance
          Documents, separately enforce those rights; and

     (f)  a debt arising under the Finance Documents to a Finance Party is a
          separate and independent debt.

3.   PURPOSE

3.1  Dollar Secured Loans

     Each Dollar Secured Loan may only be used (a) by the Original Dollar
     Borrower for repaying intercompany indebtedness owed by the Original Dollar
     Borrower to Croesus, Inc. or for the working capital purposes of the
     Original Dollar Borrower; or (b) by any other Dollar Borrower for repaying
     intercompany indebtedness owed by that other Dollar Borrower to the
     relevant members of the Group.

3.2  Dollar Unsecured Loans

     Each Dollar Unsecured Loan may only be used (a) by the Original Dollar
     Borrower for repaying intercompany indebtedness owed by the Original Dollar
     Borrower to Croesus, Inc. or for the working capital purposes of the
     Original Dollar Borrower or (b) by any other Dollar Borrower for repaying
     intercompany indebtedness owed by that other Dollar Borrower to the
     relevant members of the Group.

3.3  Euro Secured Loan

     Each Euro Secured Loan may only be used for:

     (a)  first, refinancing inter-company indebtedness owed to the Company in
          an amount equal to at least (euro)287,000,000;

     (b)  secondly, funding inter-company loans to be made to the Company from
          the Euro Borrower; and

     (c)  thirdly, the working capital purposes of the Euro Borrower.

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<PAGE>

3.4  Euro Unsecured Loan

     Each Euro Unsecured Loan may only be used for:

     (a)  first, refinancing inter-company indebtedness owed to the Company in
          an amount, which when  aggregated  with the amount drawn under Clause
          3.3(a) is, at least equal to (euro)287,000,000;

     (b)  secondly, funding  inter-company loans to be made to the Company from
          the Euro Borrower; and

     (c)  thirdly, the working capital purposes of the Euro Borrower.

3.5  Letters of Credit

     Each Letter of Credit may only be issued for general corporate purposes.

3.6  No obligation to monitor

     No Finance Party is bound to monitor or verify the utilisation of the
     Facility.

4.   CONDITIONS PRECEDENT

4.1  Conditions precedent documents

     A Request may not be given until the Facility Agent has notified the
     Company and the Lenders that it has received all of the documents and
     evidence set out in Part 1 of Schedule 2 (Conditions precedent documents)
     in form and substance satisfactory to the Facility Agent. The Facility
     Agent must give this notification to the Company and the Lenders promptly
     upon being so satisfied.

4.2  Further conditions precedent

     The obligations of each Lender to participate in any Credit are subject to
     the further conditions precedent that on both the date of the Request and
     the Utilisation Date for that Credit:

     (a)  the Repeating Representations are true, correct and accurate in all
          respects; and

     (b)  no Default or, in the case of a Rollover Credit, no Event of Default
          is outstanding or would result from the making of the Credit.

4.3  Conditions precedent for Unsecured Loans

(a)  No Unsecured Loan may be borrowed at any time unless:

     (i)  the Total Dollar Secured Commitments and the Total Euro Secured
          Commitments have been borrowed in full; and

    (ii)  prior to 31st May, 2003, the Facility Agent has notified the Company
          and the Lenders that it has received all of the documents and evidence
          referred to in paragraph 1 of Part 2 of Schedule 2 (Conditions
          precedent documents) in form and substance satisfactory to the
          Facility Agent; and

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<PAGE>

   (iii)  prior to 30th June, 2003, the Facility Agent has notified the Company
          and the Lenders that it has received all of the documents and evidence
          referred to in paragraph 2 of Part 2 of Schedule 2 (Conditions
          precedent documents) in form and substance satisfactory to the
          Facility Agent.

(b)  No Unsecured Loan may be borrowed if the Lenders require the Obligors to
     restructure the Facilities before any Credit is made available under the
     Unsecured Facilities. The manner in which the Facilities may be
     restructured shall be in the discretion of the Lenders but may include,
     without limitation, additional borrowers or guarantors, moving loans from a
     secured facility to an unsecured facility, additional security, prepayment
     of certain loans by some borrowers and reborrowing by other borrowers or
     any other arrangement that the Lenders consider appropriate in the
     circumstances and each Obligor agrees that it will, upon the request of the
     Facility Agent, enter into, or procure that another member of the Group
     enters into, any agreement or document necessary or desirable for the
     purpose of these arrangements. Any request by the Lenders under this
     paragraph (b) is subject to the consent of the Company, not to be
     unreasonably withheld or delayed except that no consent is required from
     the Company if the Lenders require a reduction of the Euro Secured Loans/
     Euro Secured Commitments and an increase in the Total Euro Unsecured
     Commitments and a drawing of the Euro Unsecured Facility.

4.4  Maximum number

     Unless the Facility Agent agrees, a Request may not be given if, as a
     result, there would be more than ten Loans outstanding.

5.   UTILISATION - LOANS

5.1  Giving of Requests

     (a)  A Borrower may borrow a Loan by giving to the  Facility Agent a duly
          completed Request.

     (b)  Unless the Facility Agent otherwise agrees, the latest time for
          receipt by the Facility Agent of a duly completed Request is 11.00
          a.m. one Business Day before the Rate Fixing Day for the proposed
          borrowing.

     (c)  Each Request is irrevocable.

5.2  Completion of Requests

     A Request for a Loan will not be regarded as having been duly completed
     unless:

     (a)  it identifies the Borrower;

     (b)  it identifies the Facility the Loan applies to;

     (c)  it specifies the precise purpose of the Loan;

     (d)  the Utilisation Date is a Business Day falling within the Availability
          Period; and

     (e)  the proposed currency amount and Term comply with this Agreement.

     Only one Loan may be requested in a Request.

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<PAGE>

5.3  Amount of Loan

(a)  Except as provided below, the amount of the Loan must be a minimum of:

     (i)  for a Dollar Loan, USD 25,000,000 and an integral multiple of USD
          5,000,000; and

    (ii)  for a Euro Loan, (euro)25,000,000 and an integral multiple of
          (euro)5,000,000.

(b)  The amount of the Loan may also be the balance of the elevant undrawn Total
     Facility Commitments or such other amount as the Facility Agent or the
     Lenders may agree.

(c)  For this purpose, "Total Facility  Commitments" means the aggregate of the
     Commitments of all the Lenders under a Facility.

(d)  The amount of each Lender's share of a Loan will be its Pro Rata Share on
     the proposed Utilisation Date.

5.4  Advance of Loan

(a)  The Facility Agent must promptly notify each Lender of the details of the
     requested Loan and the amount of its share in that Loan.

(b)  No Lender is obliged to participate in a Loan if, as a result:

     (i)  its share in the Credits would exceed its Commitment; or

    (ii)  the Credits would exceed the Total Commitments.

(c)  If the conditions set out in this Agreement have been met, each Lender must
     make its share in the Loan available to the Facility Agent for the relevant
     Borrower through its Facility Office on the Utilisation Date.

6.   UTILISATION - LETTERS OF CREDIT

6.1  Giving of Requests

(a)  A Borrower may request a Letter of Credit to be issued by giving to the
     Facility Agent a duly completed Request.

(b)  Unless the Facility Agent otherwise agrees, the latest time for receipt by
     the Facility Agent of a duly completed  Request is 11.00 a.m. one Business
     Day before the proposed Utilisation Date.

(c)  Each Request is irrevocable.

6.2  Completion of Requests

     A Request for a Letter of Credit will not be regarded as being duly
     completed unless:

     (a)  it identifies the Borrower;

     (b)  it specifies that it is for Letters of Credit;

     (c)  the Utilisation Date is a Business Day falling within the Availability
          Period;

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<PAGE>

     (d)  the amount of the Letter of Credit requested is in US Dollars and is a
          minimum of US$2,000,000;

          (i)  the maximum undrawn amount available under the LC Facility on the
               proposed Utilisation Date; or

         (ii)  such other amount as the Facility Agent may agree;

     (e)  the amount of the Letter of Credit may also be the balance of the
          relevant undrawn Total LC Facility Commitments;

     (f)  the proposed beneficiary is an Original Lender or such other
          beneficiary as is agreed by all the Lenders;

     (g)  the form of Letter of Credit is attached;

     (h)  the expiry date of the Letter of Credit falls on or before the Final
          Maturity Date; and

     (i)  the delivery instructions for the Letter of Credit are specified.

          Only one Letter of Credit may be requested in a Request.

6.3  Issue of Letter of Credit

(a)  The Facility Agent must promptly notify the Issuing Bank and each Lender of
     the details of the requested Letter of Credit and the amount of its share
     of that Letter of Credit.

(b)  The amount of each Lender's share in a Letter of Credit will be its Pro
     Rata Share on the proposed Utilisation Date.

(c)  The Issuing Bank is not obliged to issue any Letter of Credit if as a
     result:

     (i)  a Lender's share in the Credits would exceed its LC Facility
          Commitment; or

    (ii)  the Credits would exceed the Total Commitments.

(d)  If the conditions set out in this Agreement have been met, the Issuing Bank
     must issue the Letter of Credit on the Utilisation Date.

6.4  Extension of a Letter of Credit

(a)  A Borrower may request that a Letter of Credit issued on its behalf is
     extended by delivery to the Lender of a notice specifying the new proposed
     Maturity Date three Business Days before the Maturity Date of that Letter
     of Credit.

(b)  An extension request will be treated in the same way as a Request except
     that the requirement to attach a form of the Letter of Credit will not
     apply.

(c)  The terms of each extended Letter of Credit will remain the same as before
     the extension, except that:

     (i)  its amount may be reduced; and

    (ii)  its Maturity Date will be the date specified in the extension request.

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<PAGE>

(d)  If the conditions set out in this Agreement have been met, the Issuing Bank
     must extend the Letter of Credit in the manner requested.

7.   LETTERS OF CREDIT

7.1  General

(a)  A Letter of Credit is repaid or prepaid if:

     (i)  a Borrower provides cash cover for that Letter of Credit;

    (ii)  the maximum amount payable under the Letter of Credit is reduced in
          accordance with its terms; or

   (iii)  the Issuing Bank is satisfied that it has no further liability under
          that Letter of Credit.

     The amount by which a Letter of Credit is repaid or prepaid under
     sub-paragraphs (i) and (ii) above is the amount of the relevant cash cover
     or reduction.

(b)  If a Letter of Credit or any amount outstanding under a Letter of Credit is
     expressed to be immediately payable, the Borrower that requested the issue
     of that Letter of Credit must repay or prepay that amount immediately.

(c)  Cash cover is provided for a Letter of Credit if a Borrower pays an amount
     in the currency of the Letter of Credit to an interest-bearing account with
     the Facility Agent in the Netherlands in the name of the Borrower and the
     following conditions are met:

     (i)  until no amount is or may be outstanding under that Letter of Credit,
          withdrawals from the account may only be made to pay a Finance Party
          amounts due and payable to it under that Letter of Credit or this
          Clause; and

    (ii)  the Borrower has executed a Security Document over that account, in
          form and substance satisfactory to the Facility Agent, creating a
          first ranking security interest over that account.

(d)  The outstanding or principal amount of a Letter of Credit at any time is
     the maximum amount that is or may be payable by the relevant Borrower in
     respect of that Letter of Credit at that time.

7.2  Assignments and transfers

     The consent of the Issuing Bank is required for any assignment or transfer
     of any Lender's rights and obligations under the LC Facility.

7.3  Fees in respect of Letters of Credit

(a)  Each Borrower must pay to the Issuing Bank a fronting fee in respect of
     each Letter of Credit requested by it in the manner agreed in the Fee
     Letter between the Issuing Bank and the Company. If the beneficiary of a
     Letter of Credit is an Original Lender then each Borrower must pay to that
     Original Lender a fronting fee as agreed between them in a Fee Letter.

(b)  Each Borrower must pay to the Facility Agent for each Lender a letter of
     credit fee computed at the rate of, subject to adjustment under Clause 7.4
     (Letter of credit fee adjustment), 3.25 per cent. per annum on the
     outstanding amount of each Letter of Credit requested by it for the

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     period from the issue of that Letter of Credit until its Maturity Date.
     This fee will be distributed according to each Lender's Pro Rata Share,
     adjusted to reflect any assignment or transfer to or by that Lender.

(c)  Accrued letter of credit fee is payable quarterly in  arrears (or any
     shorter period that ends on the Maturity Date for that Letter of Credit).
     Accrued letter of credit fee is also payable to the Facility Agent on the
     cancelled amount of any Lender's Commitment at the time the cancellation is
     effective if that Commitment is cancelled in full and the Letters of Credit
     prepaid or repaid in full.

7.4  Letter of credit fee adjustment

(a)  The letter of credit fee on the outstanding amount of each Letter of Credit
     for the period from the issue of the Letter of Credit until its Maturity
     Date will be adjusted by reference to the lower of the corporate credit
     rating assigned to the Company by S&P and the senior implied rating
     assigned by Moody's (the "Lowest Rating") or an equivalent rating of
     another ratings agency approved as an alternative by the Facility Agent and
     the Company in writing. The letter of credit fee will be adjusted to the
     percentage rate per annum specified in column 2 of the table below and set
     out opposite the relevant Lowest Rating specified in column 1.

                     Column 1                       Column 2

                   Lowest Rating              Letter of credit fee
                                             (per cent. per annum)

                BBB - /Baa3 or higher                1.00

                       BB+/Ba1                       1.75

                       BB/Ba2                        2.50

                       BB-/Ba3                       3.25

                   B+/Bl or lower                    4.00

(b)  At any time when no corporate credit rating is assigned to the Company by
     S&P or senior implied rating assigned by Moody's or another ratings agency
     approved as an alternative by the Facility Agent and the Company in
     writing, the letter of credit fee will be 4.00 per cent. per annum.

(c)  Any adjustment to the letter of credit fee in accordance with paragraphs
     (a) or (b) above will apply to the period from the issue of a Letter of
     Credit which starts on or after:

     (i)  the date of publication of any relevant change to the Lowest Rating;
          or

    (ii)  the date on which no long term credit rating is assigned to the
          Company by S&P or Moody's.

(d)  Promptly after it becomes aware of it, the Company shall inform the
     Facility Agent in writing of any change in the Lowest Rating or if the
     circumstances contemplated by paragraph (b) arise.

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<PAGE>

7.5  Claims under a Letter of Credit

(a)  Each Borrower irrevocably and unconditionally authorises the Issuing Bank
     to pay any claim made or purported to be made under a Letter of Credit
     requested by it and which appears on its face to be in order (a claim).

(b)  Each Borrower must immediately on demand pay to the Facility Agent for the
     Issuing Bank an amount equal to the amount of any claim.

(c)  Each Borrower acknowledges that the Issuing Bank:

     (i)  is not obliged to carry out any investigation or seek any confirmation
          from any other person before paying a claim; and

    (ii)  deals in documents only and will not be concerned with the legality of
          a claim or any underlying transaction or any available set-off,
          counterclaim or other defence of any person.

(d)  The obligations of a Borrower under this Clause will not be affected by:

     (i)  the sufficiency, accuracy or genuiness of any claim or any other
          document; or

    (ii)  any incapacity of, or limitation on the powers of, any person signing
          a claim or other document.

7.6  Indemnities

(a)  A Borrower must immediately on demand indemnify the Issuing Bank against
     any loss or liability (including, without limitation, arising from any
     action or proceeding or claim) which the Issuing Bank incurs under or in
     connection with any Letter of Credit requested by it, except to the extent
     that the loss or liability is directly caused by the gross negligence or
     wilful misconduct of the Issuing Bank.

(b)  Each Lender must immediately on demand indemnify the Issuing Bank against
     its share of any loss or liability which the Issuing Bank incurs under or
     in connection with any Letter of Credit and which has not been paid for by
     an Obligor, except to the extent that the loss or liability is directly
     caused by the gross negligence or wilful misconduct of the Issuing Bank.

(c)  A Lender's share of the liability or loss referred to in sub-paragraph (b)
     above will be its Pro Rata Share on the Utilisation Date, adjusted to
     reflect any subsequent assignment or transfer under this Agreement.

(d)  The relevant Borrower must immediately on demand reimburse any Lender for
     any payment it makes to the Issuing Bank under this Subclause.

(e)  The obligations of each Lender under this Clause are continuing obligations
     and will extend to the ultimate balance of all sums payable by that Lender
     under or in connection with any Letter of Credit, regardless of any
     intermediate payment or discharge in whole or in part.

(f)  The obligations of any Lender under this Clause will not be affected by any
     act, omission or thing which, but for this provision, would reduce, release
     or prejudice any of its obligations under this Clause (whether or not known
     to it or any other person). This includes:

     (i)  any time or waiver granted to, or composition with, any person;

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<PAGE>

    (ii)  any release of any person under the terms of any composition or
          arrangement;

   (iii)  the taking, variation, compromise, exchange, renewal or release of,
          or refusal or neglect to perfect, take up or enforce, any rights
          against, or security over assets of, any person;

    (iv)  any non-presentation or non-observance of any formality or other
          requirement in respect of any instrument or any failure to realise the
          full value of any security;

     (v)  any incapacity or lack of power, authority or legal personality of or
          dissolution or change in the members or status of any person;

    (vi)  any amendment (however fundamental) of a Finance Document, any Letter
          of Credit or any other document or security; or

   (vii)  any unenforceability, illegality or invalidity of any obligation of
          any person under any Finance Document, any Letter of Credit or any
          other document or security.

7.7  Rights of contribution

     No Borrower will be entitled to any right of contribution or indemnity from
     any Finance Party in respect of any payment it may make under this Clause.

8.   REPAYMENT

8.1  Repayment of Loans

(a)  Each Borrower must repay each Loan made to it in full on its Maturity Date.

(b)  Subject to the other terms of this Agreement, any amounts repaid under
     paragraph (a) above may be re-borrowed.

8.2  Repayment of Letters of Credit

(a)  Each Borrower must repay each Letter of Credit issued on its behalf in full
     on its Maturity Date. No Letter of Credit may expire after the Final
     Maturity Date.

(b)  Subject to the other terms of this Agreement, any amounts repaid under
     paragraph (a) above may be re-utilised.

9.   PREPAYMENT AND CANCELLATION

9.1  Mandatory prepayment - illegality

(a)  A Lender must notify the Company promptly if it becomes aware that it is
     unlawful in any jurisdiction for that Lender to perform any of its
     obligations under a Finance Document or to fund or maintain its share in
     any Credit.

(b)  After notification under paragraph (a) above:

     (i)  each Borrower must repay or prepay the share of that Lender in each
          Credit utilised by it on the date specified in paragraph (c) below;
          and

    (ii)  the Commitment of that Lender will be immediately cancelled.

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(c)  The date for repayment or prepayment of a Lender's share in a Credit will
     be:

     (i)  the last day of the current Term of that Loan; or

    (ii)  if earlier, the date specified by the Lender in the notification under
          paragraph (a) above and which must not be earlier than the last day of
          any applicable grace period allowed by law.

9.2  Mandatory prepayment - Company change of control

(a)  For the purposes of this Clause:

     a Company change of control occurs if:

     (i)  any person or group of persons acting in concert gains control of the
          Company (other than Stichting Ahold Continuiteit arising from the
          issue of preferred  shares pursuant to an option  agreement as amended
          and restated in March 1997 for the purposes of delaying, deferring or
          preventing a change in control of the Company); or

    (ii)  all or substantially all of the assets or business of the Company are
          sold.

     acting in concert means acting together pursuant to an agreement or
     understanding (whether formal or informal); and

     control means the power to direct the management and policies of an entity,
     whether through the ownership of voting capital, by contract or otherwise.

(b)  The Company must promptly notify the Facility Agent if it becomes aware of
     any Company change of control.

(c)  After a Company change of control, if the Majority Lenders so require, the
     Facility Agent must, by notice to the Company:

     (i)  cancel the Total Commitments;

    (ii)  declare all outstanding Credits, together with accrued interest and
          all other amounts accrued under the Finance Documents, to be
          immediately due and payable; and

   (iii)  call for full cash cover in respect of each Letter of Credit.

     Any such notice will take effect in accordance with its terms.

9.3  Mandatory prepayment - Borrower change of control

(a)  For the purposes of this Clause:

     a Borrower change of control occurs if:

     (i)  the Company ceases to wholly-own (directly or indirectly) or to
          control a Borrower; or

    (ii)  all or substantially all of the assets or business of a Borrower are
          sold.

     acting in concert means acting together pursuant to an agreement or
     understanding (whether formal or informal); and

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     control means the power to direct the management and policies of an entity,
     whether through the ownership of voting capital, by contract or otherwise.

(b)  An Obligor must promptly notify the Facility Agent if it becomes aware of
     any Borrower change of control.

(c)  Upon the occurrence of a Borrower change of control:

     (i)  all outstanding Credits drawn or issued by or on behalf of the
          relevant Borrower must be repaid in full;

    (ii)  the Lenders may call for full cash cover for each Letter of Credit
          issued on behalf of the Borrower; and

   (iii)  the relevant Borrower shall automatically cease to be a Borrower for
          the purposes of this Agreement.

9.4  Mandatory prepayment - disposals

(a)  In this Subclause:

     net proceeds means any amount received by a member of the Group as
     consideration for a relevant disposal to a person which is not a member of
     the Group, including:

     (i)  the amount of any intercompany loan repaid or prepaid to continuing
          members of the Group; and

    (ii)  the amount of any deferred consideration in respect of that relevant
          disposal,

     less all Taxes and reasonable costs and expenses incurred by members of the
     Group in connection with the disposal, receipt or recovery; and

     relevant disposal means a disposal or any transaction referred to in Clause
     21.5(c) (Negative pledge) of any asset or business (whether by way of a
     share or asset sale), other than:

     (i)  a disposal which is permitted under sub paragraphs (b)(i) to (iii) of
          Subclause 21.11 (Disposals) or sub paragraph (d)(i) of Subclause 21.5;
          or

    (ii)  a disposal by any member of the Group other than The Stop & Shop
          Supermarket Company and Albert Heijn B.V. (but not a transaction
          described in Clause 21.5(c)) where the net proceeds received are less
          than (euro)50,000,000 or its equivalent in any one transaction up to
          an aggregate amount of(euro) 150,000,000 in all disposals;

(b)  The Company shall procure that an amount equal to the amount of net
     proceeds from relevant disposals is, immediately upon receipt, applied in
     or towards prepaying the Credits. In this regard the provisions of Clause
     9.10 (Application between Facilities) shall apply.

(c)  If the amount to be applied in prepaying the Credits is more than the
     amount of Credits (if any) then outstanding, the Company must immediately
     cancel the Commitments in an amount equal to the excess.

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9.5  Mandatory prepayment - debt or equity or capital markets issue

(a)  In this Subclause:

     net proceeds means any amount received by a member of the Group:

     (a)  as consideration for a relevant issue; or

     (b)  as the proceeds of any Financial Indebtedness incurred by a member of
          the Group referred to in Clause 21.6(viii) (Financial Indebtedness),

     less all Taxes, prepayment of interest in the case of a mandatory
     convertible of debt into equity and reasonable costs and expenses incurred
     by members of the Group in connection with that relevant issue; and

     relevant issue means any issue, sale, private placement or public offering
     of any equity security (including any preference share) or any public or
     private bond or other capital market issue.

(b)  The Company shall procure that an amount equal to the amount of net
     proceeds is, immediately upon receipt, applied in or towards prepaying the
     Credits. In this regard the Company shall comply with the instructions of
     the Facility Agent as to which Credits are to be prepaid from those
     proceeds.

(c)  If the amount to be  applied in prepaying the Credits is more than the
     amount of Credits (if any) then outstanding, the Company must immediately
     cancel the Commitments in an amount equal to the excess.

9.6  Voluntary prepayment

(a)  Subject to paragraphs (b) and (c) below, each Borrower may, by giving not
     less than five Business Days' prior notice to the Facility Agent, prepay
     any Credit at any time in whole or in part.

(b)  No Borrower may use the proceeds of a Loan to prepay another Loan unless
     agreed by the Lenders.

(c)  If the Borrower delivers a notice of prepayment, the Facility Agent may (in
     consultation with the Borrower), direct the Borrower to apply the
     prepayment amount to specific Credits owed or incurred by that Borrower and
     the relevant Borrower must comply with the Facility Agent's instructions in
     this regard.

(d)  A prepayment of part of a Credit must be:

     (i)  for a Credit denominated in Dollars, in a minimum amount of USD
          25,000,000 and an integral multiple of USD 5,000,000; and

     (ii) for a Credit denominated in euro, in a minimum amount of
          (euro)25,000,000 and an integral multiple of (euro)5,000,000.

9.7  Automatic cancellation

     The Commitments of each Lender will be automatically cancelled at the close
     of business on the last day of the Availability Period.

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9.8  Voluntary cancellation

(a)  Subject to paragraph (b) below, the Company may, by giving not less than
     five Business Days' prior notice to the Facility Agent, cancel the
     unutilised amount of the Total Commitments in whole or in part.

(b)  Partial cancellation of the Total Commitments may only occur in respect of
     the Secured Commitments once the Unsecured Commitments have been cancelled
     in full and, in any event must be:

      (i) for a Credit denominated in Dollars, in a minimum amount of
          USD25,000,000 and an integral multiple of USD5,000,000; and

     (ii) for a Credit denominated in euro, in a minimum amount of
          (euro)25,000,000 and an integral multiple of (euro)5,000,000.

(c)  Any cancellation in part will be applied against the Commitment of each
     Lender pro rata.

9.9  Involuntary prepayment and cancellation

(a)  If an Obligor is, or will be, required to pay to a Lender a Tax Payment or
     an Increased Cost, the Company may, while the requirement continues, give
     notice to the Facility Agent requesting prepayment and cancellation in
     respect of that Lender.

(b)  After notification under paragraph (a) above:

     (i)  each Borrower must repay or prepay that Lender's share in each Credit
          utilised by it on the date specified in paragraph (c) below; and

     (ii) the Commitment of that Lender will be immediately cancelled.

(c)  The date for repayment or prepayment of a Lender's share in a Credit will
     be the last day of the Term for that Credit or, if earlier, the date
     specified by the Company in its notification.

9.10 Application between Facilities

(a)  The Facility Agent may choose which Credits are to be prepaid pursuant to,
     and which Commitments are to be reduced following, any prepayment provided
     that the Letters of Credit shall be prepaid last. In the absence of any
     such instructions, the following paragraphs (b) and (c) shall apply.

(b)  Any amount to be applied in prepayment of the Credits must be applied:

     (i)  first, in prepayment of the Unsecured Loans; and

    (ii)  secondly, in prepayment of the Secured Loans, and

   (iii)  thirdly, in prepayment of the Letters of Credit,

     unless the Facility Agent directs the relevant Borrower or the Company
     otherwise provided that the Letters of Credit shall be prepaid last.

(c)  Where there is a mandatory or involuntary prepayment of a Loan or a Letter
     of Credit, the relevant Commitments will, at the same time, be reduced by
     the same amount.

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(d)  If there is no Loan or Letter of Credit to be prepaid, the relevant
     Commitment will be reduced by the amount the Loans or Letters of Credit
     which would have been prepaid if they were outstanding at that time.

9.11 Re-borrowing of Credits

     Any voluntary prepayment of a Credit may be re-borrowed on the terms of
     this Agreement. Any mandatory or involuntary prepayment of a Credit may not
     be re-borrowed.

9.12 Miscellaneous provisions

(a)  Any notice of prepayment and/or cancellation under this Agreement is
     irrevocable and must specify the relevant date(s) and the affected Credits
     and Commitments. The Facility Agent must notify the Lenders promptly of
     receipt of any such notice.

(b)  All prepayments under this Agreement must be made with accrued interest on
     the amount prepaid. No premium or penalty is payable in respect of any
     prepayment except for Break Costs.

(c)  The Majority Lenders may agree a shorter notice period for a voluntary
     prepayment or a voluntary cancellation.

(d)  No prepayment or cancellation is allowed except in accordance with the
     express terms of this Agreement.

(e)  No amount of the Total Commitments cancelled under this Agreement may
     subsequently be reinstated.

10.  INTEREST

10.1 Calculation of interest

     The rate of interest on each Loan for each Term is the percentage rate per
     annum equal to the aggregate of the applicable:

     (a)  Margin;

     (b)  in the case of a Dollar Loan, LIBOR or, in the case of a Euro Loan,
          EURIBOR; and

     (c)  Mandatory Cost.

10.2 Payment of interest

     Except where it is provided to the contrary in this Agreement, each
     Borrower must pay accrued interest on each Loan made to it on the last day
     of each Term and also, if the Term is longer than six months, on the dates
     falling at six-monthly intervals after the first day of that Term.

10.3 Margin adjustment

(a)  The Margin for each Loan for each of its Terms will be adjusted by
     reference to the lower of the corporate credit rating assigned to the
     Company by S&P and the senior implied rating assigned by Moody's (the
     "Lowest Rating") or an equivalent rating of another ratings agency approved
     as an alternative by the Facility Agent and the Company in writing. The
     Margin

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<PAGE>

     will be adjusted to the percentage rate per annum specified in column 2 of
     the table below and set out opposite the relevant Lowest Rating specified
     in column 1.

                      Column 1                        Column 2
                    Lowest Rating                      Margin
                                                 (per cent. per annum)

                 BBB-/Baa3 or higher                   1.00
                       BB+/Bal                         1.75
                       BB/Ba2                          2.50
                       BB-/Ba3                         3.25
                   B+/B1 or lower                      4.00

(b)  At any time when no corporate credit rating is assigned to the Company by
     S&P or senior implied rating assigned by Moody's or another ratings agency
     approved as an alternative by the Facility Agent and the Company in
     writing, the Margin will be 4.00 per cent. per annum.

(c)  Any adjustment to the Margin in accordance with paragraphs (a) or (b) above
     will apply to the Term of a Loan which starts on or after:

     (i)  the date of publication of any relevant change to the Lowest Rating;
          or

     (ii) the date on which no long term credit rating is assigned to the
          Company by S&P or Moody's.

(d)  Promptly after it becomes aware of it, the Company shall inform the
     Facility Agent in writing of any change in the Lowest Rating or if the
     circumstances contemplated by paragraph (b) arise.

10.4 Interest on overdue amounts

(a)  If an Obligor fails to pay any amount payable by it under the Finance
     Documents, it must immediately on demand by the Facility Agent pay interest
     on the overdue amount from its due date up to the date of actual payment,
     both before, on and after judgment.

(b)  Interest on an overdue amount is payable at a rate determined by the
     Facility Agent to be one per cent. per annum above the rate which would
     have been payable if the overdue amount had, during the period of
     non-payment, constituted a Loan in the currency of the overdue amount. For
     this purpose, the Facility Agent may (acting reasonably):

     (i)  select successive Terms of any duration of up to three months; and

    (ii)  determine the appropriate Rate Fixing Day for that Term.

(c)  Notwithstanding paragraph (b) above, if the overdue amount is a principal
     amount of a Loan and becomes due and payable prior to the last day of its
     current Term, then:

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<PAGE>

     (i)  the first Term for that overdue amount will be the unexpired portion
          of that Term; and

     (ii) the rate of interest on the overdue amount for that first Term will be
          one per cent. per annum above the rate then payable on that Loan.

     After the expiry of the first Term for that overdue amount, the rate on the
     overdue amount will be calculated in accordance with paragraph (b) above.

(d)  Interest (if unpaid) on an overdue amount will be compounded with that
     overdue amount at the end of each of its Terms but will remain immediately
     due and payable.

10.5 Notification of rates of interest

     The Facility Agent must promptly notify each relevant Party of the
     determination of a rate of interest under this Agreement.

11.  TERMS

11.1 Selection

(a)  Each Loan has one Term only.

(b)  A Borrower must select the Term for a Loan in the relevant Request.

(c)  Subject to the following provisions of this Clause, each Term for a Loan
     will be one, two, three or six months or any other period agreed by the
     Company and the Lenders.

11.2 No overrunning the Final Maturity Date

     If a Term would otherwise overrun the Final Maturity Date, it will be
     shortened so that it ends on the Final Maturity Date.

11.3 Notification

     The Facility Agent must notify the Borrower and the Lenders of the duration
     of each Term promptly after ascertaining its duration.

12.  MARKET DISRUPTION

12.1 Failure of a Reference Bank to supply a rate

     If LIBOR or EURIBOR is to be calculated by reference to the Reference Banks
     but a Reference Bank does not supply a rate by 12.00 noon (local time) on a
     Rate Fixing Day, the applicable LIBOR or EURIBOR will, subject as provided
     below, be calculated on the basis of the rates of the remaining Reference
     Banks.

12.2 Market disruption

(a)  In this Clause, each of the following events is a market disruption event:

     (i)  LIBOR or EURIBOR is to be calculated by reference to the Reference
          Banks but no, or only one, Reference Bank supplies a rate by 12.00
          noon (local time) on the Rate Fixing Day; or

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<PAGE>

     (ii) the Facility Agent receives by close of business on the Rate Fixing
          Day notification from Lenders whose shares in the relevant Loan exceed
          30 per cent. of that Loan that the cost to them of obtaining matching
          deposits in the relevant interbank market is in excess of LIBOR or
          EURIBOR for the relevant Term.

(b)  The Facility Agent must promptly notify the Company and the Lenders of a
     market disruption event.

(c)  After notification under paragraph (b) above, the rate of interest on each
     Lender's share in the affected Loan for the relevant Term will be the
     aggregate of the applicable:

     (i)  Margin;

     (ii) rate notified to the Facility Agent by that Lender as soon as
          practicable, and in any event before interest is due to be paid in
          respect of that Term, to be that which expresses as a percentage rate
          per annum the cost to that Lender of funding its share in that Loan
          from whatever source it may reasonably select; and

   (iii)  Mandatory Cost.

12.3 Alternative basis of interest or funding

(a)  If a market disruption event occurs and the Facility Agent or the Company
     so requires, the Company and the Facility Agent must enter into
     negotiations for a period of not more than 30 days with a view to agreeing
     an alternative basis for determining the rate of interest and/or funding
     for the affected Loan and any future Loan.

(b)  Any alternative basis agreed will be, with the prior consent of all the
     Lenders, binding on all the Parties.

13.  TAXES

13.1 General

     In this Clause Tax Credit means a credit against any Tax or any relief or
     remission for Tax (or its repayment).

13.2 Tax gross-up

(a)  Each Obligor must make all payments to be made by it under the Finance
     Documents without any Tax Deduction, unless a Tax Deduction is required by
     law.

(b)  If an Obligor or a Lender is aware that an Obligor must make a Tax
     Deduction (or that there is a change in the rate or the basis of a Tax
     Deduction), it must promptly notify the Facility Agent. The Facility Agent
     must then promptly notify the affected Parties.

(c)  If a Tax Deduction is required by law to be made by an Obligor or the
     Facility Agent, the amount of the payment due from the Obligor will be
     increased to an amount which (after making the Tax Deduction) leaves an
     amount equal to the payment which would have been due if no Tax Deduction
     had been required.

(d)  If an Obligor is required to make a Tax Deduction, that Obligor must make
     the minimum Tax Deduction allowed by law and must make any payment required
     in connection with that Tax Deduction within the time allowed by law.

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<PAGE>

(e)  Within 30 days of making either a Tax Deduction or a payment required in
     connection with a Tax Deduction, the Obligor making that Tax Deduction must
     deliver to the Facility Agent for the relevant Finance Party evidence
     satisfactory to that Finance Party (acting reasonably) that the Tax
     Deduction has been made or (as applicable) the appropriate payment has been
     paid to the relevant taxing authority.

13.3 Tax indemnity

(a)  Except as provided below, each Obligor must indemnify a Finance Party
     against any loss or liability which that Finance Party (in its absolute
     discretion) determines will be or has been suffered (directly or
     indirectly) by that Finance Party for or on account of Tax in relation to a
     payment received or receivable (or any payment deemed to be received or
     receivable) under a Finance Document.

(b)  Paragraph (a) above does not apply to any Tax assessed on a Finance Party
     under the laws of the jurisdiction in which:

     (i)  that Finance Party is incorporated or, if different, the jurisdiction
          (or jurisdictions) in which that Finance Party has a Facility Office
          and is treated as resident for tax purposes; or

     (ii) that Finance Party's Facility Office is located in respect of amounts
          received or receivable in that jurisdiction,

     if that Tax is imposed on or calculated by reference to the net income
     received or receivable by that Finance Party. However, any payment deemed
     to be received or receivable, including any amount treated as income but
     not actually received by the Finance Party, such as a Tax Deduction, will
     not be treated as net income received or receivable for this purpose.

(c)  A Finance Party making, or intending to make, a claim under paragraph (a)
     above must promptly notify the Company of the event which will give, or has
     given, rise to the claim.

13.4 Tax Credit

     If an Obligor makes a Tax Payment and the relevant Finance Party (in its
     absolute discretion) determines that:

     (a)  a Tax Credit is attributable to that Tax Payment; and

     (b)  it has used and retained that Tax Credit,

     the Finance Party must pay an amount to the Obligor which that Finance
     Party determines (in its absolute discretion) will leave it (after that
     payment) in the same after-tax position as it would have been in if the Tax
     Payment had not been required to be made by the Obligor.

13.5 Stamp taxes

     Each Obligor must pay and indemnify each Finance Party against any stamp
     duty, registration or other similar Tax payable in connection with the
     entry into, performance or enforcement of any Finance Document, except for
     any such Tax payable in connection with the entry into a Transfer
     Certificate.

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13.6 Value added taxes

(a)  Any amount (including costs and expenses) payable under a Finance Document
     by an Obligor is exclusive of any value added tax or any other Tax of a
     similar nature which might be chargeable in connection with that amount. If
     any such Tax is chargeable, the Obligor must pay to the Finance Party (in
     addition to and at the same time as paying that amount) an amount equal to
     the amount of that Tax.

(b)  The obligation of any Obligor under paragraph (a) above will be reduced to
     the extent that the Finance Party determines (acting reasonably) that it is
     entitled to repayment or a credit in respect of the relevant Tax.

13.7 U.S. Tax forms

(a)  In this Subclause, U.S. person has the meaning given to it in Section
     7701(a)(30) of the United States Internal Revenue Code of 1986.

(b)  Except as provided below, each Lender which is not a U.S. person must
     supply to the Facility Agent and each U.S. Obligor two duly executed U.S.
     Internal Revenue Service Forms W-8-BEN or W-8ECI (as appropriate) to enable
     that U.S. Obligor to make payments to that Lender under the Finance
     Documents without any deduction or withholding in respect of any Tax in the
     United States of America.

(c)  A Lender must comply with its obligations under paragraph (a) above as soon
     as practicable after the date it becomes a Party or (if later) the date the
     U.S. Obligor becomes a Party.

(d)  A Lender is not obliged to supply any form under paragraph (a) above if it
     is unable to do so by reason of any change after the date of this Agreement
     in (or in the interpretation, administration or application of) any law or
     regulation or any published practice or concession of any relevant taxing
     authority.

(e)  A U.S. Obligor is not obliged to pay any Tax Payment to a Lender to the
     extent that the Tax Payment would not have been payable if that Lender had
     complied with its obligations under this Subclause.

14.  INCREASED COSTS

14.1 Increased Costs

     Except as provided below in this Clause, each Obligor must pay to a Finance
     Party the amount of any Increased Cost incurred by that Finance Party or
     any of its Affiliates as a result of:

     (a)  the introduction of, or any change in, or any change in the
          interpretation, administration or application of, any law or
          regulation; or

     (b)  compliance with any law or regulation,

     made after the date of this Agreement.

14.2 Exceptions

     No Obligor need make any payment for an Increased Cost to the extent that
     the Increased Cost is:

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<PAGE>

     (a)  compensated for under another Clause or would have been but for an
          exception to that Clause;

     (b)  a tax on the overall net income of a Finance Party or any of its
          Affiliates; or

     (c)  aftributable to a Finance Party or its Affiliate wilfully failing to
          comply with any law or regulation.

14.3 Claims

     A Finance Party intending to make a claim for an Increased Cost must notify
     the Company promptly of the circumstances giving rise to, and the amount
     of, the claim.

15.  MITIGATION

15.1 Mitigation

(a)  Each Finance Party must, in consultation with the Company, take all
     reasonable steps to mitigate any circumstances which arise and which result
     or would result in:

     (i)   any Tax Payment or Increased Cost being payable to that Finance
           Party;

     (ii)  that Finance Party being able to exercise any right of prepayment
           and/or cancellation under this Agreement by reason of any illegality;
           or

     (iii) that Finance Party incurring any cost of complying with the minimum
           reserve requirements of the European Central Bank,

     including transferring its rights and obligations under the Finance
     Documents to an Affiliate or changing its Facility Office.

(b)  Paragraph (a) above does not in any way limit the obligations of any
     Obligor under the Finance Documents.

(c)  Each Obligor must indemnify each Finance Party for all costs and expenses
     reasonably incurred by that Finance Party as a result of any step taken by
     it under this Subclause.

(d)  A Finance Party is not obliged to take any step under this Subclause if, in
     the opinion of that Finance Party (acting reasonably), to do so might be
     prejudicial to it.

15.2 Conduct of business by a Finance Party

     No term of this Agreement will:

     (a)  interfere with the right of any Finance Party to arrange its affairs
          (Tax or otherwise) in whatever manner it thinks fit;

     (b)  oblige any Finance Party to investigate or claim any credit, relief,
          remission or repayment available to it in respect of Tax or the
          extent, order and manner of any claim; or

     (c)  oblige any Finance Party to disclose any information relating to its
          affairs (Tax or otherwise) or any computation in respect of Tax.

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16.  PAYMENTS

16.1 Place

     Unless a Finance Document specifies that payments under it are to be made
     in another manner, all payments by a Party (other than the Facility Agent)
     under the Finance Documents must be made to the Facility Agent to its
     account at such office or bank:

     (a)  in the principal financial centre of the country of the relevant
          currency; or

     (b)  in the case of euro, in the principal financial centre of a
          Participating Member State or London,

     as it may notify to that Party for this purpose by not less than five
     Business Days' prior notice.

16.2 Funds

     Payments under the Finance Documents to the Facility Agent must be made for
     value on the due date at such times and in such funds as the Facility Agent
     may specify to the Party concerned as being customary at the time for the
     settlement of transactions in that currency in the place for payment.

16.3 Distribution

(a)  Each payment received by the Facility Agent under the Finance Documents for
     another Party must, except as provided below, be made available by the
     Facility Agent to that Party by payment (as soon as practicable after
     receipt) to its account with such office or bank:

     (i)  in the principal financial centre of the country of the relevant
          currency; or

     (ii) in the case of euro, in the principal financial centre of a
          Participating Member State or London,

     as it may notify to that Party for this purpose by not less than five
     Business Days' prior notice.

(b)  The Facility Agent may apply any amount received by it for an Obligor in or
     towards payment (as soon as practicable after receipt) of any amount due
     from that Obligor under the Finance Documents or in or towards the purchase
     of any amount of any currency to be so applied.

(c)  Where a sum is paid to the Facility Agent under this Agreement for another
     Party, the Facility Agent is not obliged to pay that sum to that Party
     until it has established that it has actually received it. However, the
     Facility Agent may assume that the sum has been paid to it, and, in
     reliance on that assumption, make available to that Party a corresponding
     amount. If it transpires that the sum has not been received by the Facility
     Agent, that Party must immediately on demand by the Facility Agent refund
     any corresponding amount made available to it together with interest on
     that amount from the date of payment to the date of receipt by the Facility
     Agent at a rate calculated by the Facility Agent to reflect its cost of
     funds.

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16.4 Currency

(a)  Unless a Finance Document specifies that payments under it are to be made
     in a different manner, the currency of each amount payable under the
     Finance Documents is determined under this Clause.

(b)  Interest is payable in the currency in which the relevant amount in respect
     of which it is payable is denominated.

(c)  A repayment or prepayment of any principal amount is payable in the
     currency in which that principal amount is denominated on its due date.

(d)  Amounts payable in respect of costs and expenses are payable in the
     currency in which they are incurred.

(e)  Each other amount payable under the Finance Documents is payable in euros.

16.5 No set-off or counterclaim

     All payments made by an Obligor under the Finance Documents must be made
     without set-off or counterclaim.

16.6 Business Days

(a)  If a payment under the Finance Documents is due on a day which is not a
     Business Day, the due date for that payment will instead be the next
     Business Day in the same calendar month (if there is one) or the preceding
     Business Day (if there is not) or whatever day the Facility Agent
     determines is market practice.

(b)  During any extension of the due date for payment of any principal under
     this Agreement interest is payable on that principal at the rate payable on
     the original due date.

16.7 Partial payments

(a)  If any Administrative Party receives a payment insufficient to discharge
     all the amounts then due and payable by the Obligors under the Finance
     Documents, the Administrative Party must apply that payment towards the
     obligations of the Obligors under the Finance Documents in the following
     order:

     (i)   first, in or towards payment pro rata of any unpaid fees, costs and
           expenses of the Administrative Parties under the Finance Documents;

     (ii)  secondly, in or towards payment pro rata of any accrued interest or
           fee due but unpaid under this Agreement;

     (iii) thirdly, in or towards payment pro rata of any principal amount due
           but unpaid under this Agreement; and

     (iv)  fourthly, in or towards payment pro rata of any other sum due but
           unpaid under the Finance Documents.

(b)  The Facility Agent must, if so directed by the Majority Lenders, vary the
     order set out in subparagraphs (a)(ii) to (iv) above.

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(c)  This Subclause will override any appropriation made by an Obligor.

16.8 Timing of payments

     If a Finance Document does not provide for when a particular payment is
     due, that payment will be due within three Business Days of demand by the
     relevant Finance Party.

17.  GUARANTEE AND INDEMNITY

17.1 Guarantee and indemnity -- Dollar Obligors

(a)  Each Dollar Guarantor (other than a U.S. Obligor) jointly and severally and
     irrevocably and unconditionally:

     (i)   guarantees to each Finance Party punctual performance by each Dollar
           Borrower of all its payment obligations under the Finance Documents;

     (ii)  undertakes with each Finance Party that, whenever a Dollar Borrower
           does not pay any amount when due under any Finance Document, it must
           immediately on demand by the Facility Agent pay that amount as if it
           were the principal obligor; and

     (iii) indemnifies each Finance Party immediately on demand against any loss
           or liability suffered by that Finance Party if any payment obligation
           guaranteed by it is or becomes unenforceable, invalid or illegal; the
           amount of the loss or liability under this indemnity will be equal to
           the amount the Finance Party would otherwise have been entitled to
           recover.

(b)  Each Dollar Guarantor that is a U.S. Obligor jointly and severally and
     irrevocably and unconditionally agrees to guaranty, pursuant to the U.S.
     Guarantee, its Dollar Guaranteed Obligations (as defined in the U.S.
     Guarantee).

17.2 Guarantee and indemnity -- Euro Obligors

(a)  Each Euro Guarantor (other than a U.S. Obligor) jointly and severally and
     irrevocably and unconditionally:

     (i)   guarantees to each Finance Party punctual performance by each Euro
           Borrower of all its payment obligations under the Finance Documents;

     (ii)  undertakes with each Finance Party that, whenever a Euro Borrower
           does not pay any amount when due under any Finance Document, it must
           immediately on demand by the Facility Agent pay that amount as if it
           were the principal obligor; and

     (iii) indemnifies each Finance Party immediately on demand against any loss
           or liability suffered by that Finance Party if any payment obligation
           guaranteed by it is or becomes unenforceable, invalid or illegal; the
           amount of the loss or liability under this indemnity will be equal to
           the amount the Finance Party would otherwise have been entitled to
           recover.

     (b)   Each Euro Guarantor that is a U.S. Obligor jointly and severally and
           irrevocably and unconditionally agrees to guaranty, pursuant to the
           U.S. Guarantee, its Euro Guaranteed Obligations (as defined in the
           U.S. Guarantee).

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     For purposes of Clauses 17.3 to 17.10 (inclusive) the term "Guarantor" does
     not include any Guarantor that is a U.S. Obligor.

17.3 Continuing guarantee

     This guarantee is a continuing guarantee and will extend to the ultimate
     balance of all sums payable by any Obligor under the Finance Documents,
     regardless of any intermediate payment or discharge in whole or in part.

17.4 Reinstatement

(a)  If any discharge (whether in respect of the obligations of any Obligor or
     any security for those obligations or otherwise) or arrangement is made in
     whole or in part on the faith of any payment, security or other disposition
     which is avoided or must be restored on insolvency, liquidation or
     otherwise without limitation, the liability of each Guarantor under this
     Clause will continue as if the discharge or arrangement had not occurred.

(b)  Each Finance Party may concede or compromise any claim that any payment,
     security or other disposition is liable to avoidance or restoration.

17.5 Waiver of defences

     The obligations of each Guarantor under this Clause will not be affected by
     any act, omission or thing which, but for this provision, would reduce,
     release or prejudice any of its obligations under this Clause (whether or
     not known to it or any Finance Party). This includes:

     (a)  any time or waiver granted to, or composition with, any person;

     (b)  any release of any person under the terms of any composition or
          arrangement;

     (c)  the taking, variation, compromise, exchange, renewal or release of, or
          refusal or neglect to perfect, take up or enforce, any rights against,
          or security over assets of, any person;

     (d)  any non-presentation or non-observance of any formality or other
          requirement in respect of any instrument or any failure to realise the
          full value of any security;

     (e)  any incapacity or lack of power, authority or legal personality of or
          dissolution or change in the members or status of any person;

     (f)  any amendment (however fundamental) of a Finance Document or any other
          document or security; or

     (g)  any unenforceability, illegality, invalidity or non-provability of any
          obligation of any person under any Finance Document or any other
          document or security.

17.6 Immediate recourse

     Each Guarantor waives any right it may have of first requiring any Finance
     Party (or any trustee or agent on its behalf) to proceed against or enforce
     any other right or security or claim payment from any person before
     claiming from that Guarantor under this Clause.

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17.7 Appropriations

     Until all amounts which may be or become payable by the Obligors under the
     Finance Documents have been irrevocably paid in full, each Finance Party
     (or any trustee or agent on its behalf) may without affecting the liability
     of any Guarantor under this Clause:

     (a)  refrain from applying or enforcing any other moneys, security or
          rights held or received by that Finance Party (or any trustee or agent
          on its behalf) in respect of those amounts; or

     (b)  apply and enforce them in such manner and order as it sees fit
          (whether against those amounts or otherwise); and

     (c)  hold in an interest-bearing suspense account any moneys received from
          any Guarantor or on account of that Guarantor's liability under this
          Clause.

17.8 Non-competition

     Unless:

     (a)  all amounts which may be or become payable by the Obligors under the
          Finance Documents have been irrevocably paid in full; or

     (b)  the Facility Agent otherwise directs,

     no Guarantor will, after a claim has been made or by virtue of any payment
     or performance by it under this Clause:

     (i)   be subrogated to any rights, security or moneys held, received or
           receivable by any Finance Party (or any trustee or agent on its
           behalf);

     (ii)  be entitled to any right of contribution or indemnity in respect of
           any payment made or moneys received on account of that Guarantor's
           liability under this Clause;

     (iii) claim, rank, prove or vote as a creditor of any Obligor or its estate
           in competition with any Finance Party (or any trustee or agent on its
           behalf); or

     (iv)  receive, claim or have the benefit of any payment, distribution or
           security from or on account of any Obligor, or exercise any right of
           set-off as against any Obligor.

     Each Guarantor must hold in trust for and immediately pay or transfer to
     the Facility Agent for the Finance Parties any payment or distribution or
     benefit of security received by it contrary to this Clause or in accordance
     with any directions given by the Facility Agent under this Clause.

17.9 Additional security

     This guarantee is in addition to and is not in any way prejudiced by any
     other security now or subsequently held by any Finance Party.

17.10 Limitafions

     This guarantee does not apply to any liability to the extent it would
     result in this guarantee constituting unlawful financial assistance.

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18.  REPRESENTATIONS

18.1 Representations

     The representations set out in this Clause are made by each Obligor or (if
     it so states) the Company to each Finance Party.

18.2 Status

(a)  It is a limited liability company, duly incorporated and validly existing
     under the laws of its jurisdiction of incorporation.

(b)  It and each of its Subsidiaries has the power to own its assets and carry
     on its business as it is being conducted.

18.3 Powers and authority

     It has the power to enter into and perform, and has taken all necessary
     action to authorise the entry into and performance of, the Finance
     Documents to which it is or will be a party and the transactions
     contemplated by those Finance Documents.

18.4 Legal validity

     Subject to any general principles of law limiting its obligations and
     referred to in any legal opinion required under this Agreement, each
     Finance Document to which it is a party is its legally binding, valid and
     enforceable obligation and is admissible in evidence in its jurisdiction of
     incorporation.

18.5 Non-conflict

     The entry into and performance by it of, and the transactions contemplated
     by, the Finance Documents do not conflict with:

     (a)  any law or regulation applicable to it;

     (b)  its or any of its Subsidiaries' constitutional documents; or

     (c)  any document which is binding upon it or any of its Subsidiaries or
          any of its or its Subsidiaries' assets.

18.6 No default

(a)  No Default is outstanding or will result from the execution of, or the
     performance of any transaction contemplated by, any Finance Document; and

(b)  no other event is outstanding which constitutes a default under any
     document which is binding on it or any of its Subsidiaries or any of its or
     its Subsidiaries' assets to an extent or in a manner which is reasonably
     likely to have a Material Adverse Effect.

18.7 Authorisations

     Except for registration of certain Dutch Security Documents with the
     appropriate tax authority or public register, all authorisations required
     by it in connection with the entry into,

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<PAGE>

     performance, validity and enforceability of, and the transactions
     contemplated by, the Finance Documents have been obtained or effected (as
     appropriate) and are in full force and effect.

18.8 Financial statements

     Its audited financial statements most recently delivered to the Facility
     Agent (which, in the case of the Company at the date of this Agreement, are
     the Original Financial Statements):

     (a)  have been prepared in accordance with accounting principles and
          practices generally accepted in its jurisdiction of incorporation,
          consistently applied; and

     (b)  give a true and fair view of its financial condition (consolidated, if
          applicable but not consolidated in the case of each Borrower) as at
          the date to which they were drawn up,

     except, in the case of the Original Financial Statements, as disclosed to
     the contrary in the letter to the Facility Agent and the Arrangers referred
     to in paragraph 5(n) of Part 1 of Schedule 2 (Conditions Precedent
     Documents).

18.9 No material adverse change

(a)  There has been no material adverse change in the consolidated financial
     condition of the Company since the date to which the Original Financial
     Statements were drawn up except as disclosed to the contrary in the letter
     to the Facility Agent and the Arrangers referred to in paragraph 5(n) of
     Part 1 of Schedule 2 (Conditions Precedent Documents).

(b)  From the date of delivery of the audited unconsolidated accounts of each
     Borrower to the Facility Agent, there has been no material adverse change
     in the unconsolidated financial condition of either Borrower since 31st
     December, 2002.

18.10 Litigation

     No litigation, arbitration or administrative proceedings are current or, to
     its knowledge, pending or threatened, which, if reasonably likely to be
     adversely determined, are reasonably likely to have a Material Adverse
     Effect.

18.11 Information

(a)  All factual information supplied by the Company to any Finance Party was
     true and accurate (or, in the case of information provided by any other
     person, was true and accurate to the best of its knowledge and belief) in
     all material respects as at its date, unless subsequently updated in
     writing;

(b)  the budgets, forecasts and financial projections supplied by the Company to
     any Finance Party have been prepared on the basis of assumptions and recent
     historical information which are as a whole believed by the Company to be
     reasonable as at the date they were supplied;

(c)  except as disclosed to the contrary in the letter to the Facility Agent and
     the Arrangers referred to in paragraph 5(n) of Part 1 of Schedule 2
     (Conditions Precedent Documents), the factual information and budgets,
     forecasts and financial projections supplied by the Company did not omit,
     as at their date, any information which, if disclosed, would make them
     untrue or misleading in any respect which might reasonably be considered to
     be adverse to the interests of the Finance Parties; and

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<PAGE>

(d)  except as disclosed to the contrary in the letter to the Facility Agent and
     the Arrangers referred to in paragraph 5(n) of Part 1 of Schedule 2
     (Conditions Precedent Documents), nothing has occurred since the date of
     that factual information or those budgets, forecasts and financial
     projections which, if disclosed, would make them untrue or misleading in
     any respect which might reasonably be considered to be adverse to the
     interests of the Finance Parties.

18.12 Information Memorandum

(a)  In this Subclause, Information Memorandum means the information memorandum
     to be prepared on behalf of, and approved by, the Company in connection
     with this Agreement.

(b)  In the case of the Company only:

     (i)   the factual information contained in the Information Memorandum was
           true and accurate in all material respects as at its date or (if
           appropriate) as at the date (if any) at which it is stated to be
           given;

     (ii)  the financial projections contained in the Information Memorandum
           have been prepared as at its date, on the basis of recent historical
           information and assumptions believed by the Company to be reasonable;

     (iii) each expression of opinion or intention contained in the Information
           Memorandum was made after careful consideration and enquiry and is
           believed by the Company to be reasonable as at the date at which it
           is stated to be given;

     (iv)  the Information Memorandum did not omit as at its date any
           information which, if disclosed, would make the Information
           Memorandum untrue or misleading in any respect which might reasonably
           be considered to be adverse to the interests of the Finance Parties;
           and

     (v)   nothing has occurred since the date of the Information Memorandum
           which, if disclosed, would make the Information Memorandum untrue or
           misleading in any respect which might reasonably be considered to be
           adverse to the interests of the Finance Parties.

18.13 Structure

     In the case of the Company only and as at the date of delivery of the
     Structure Chart to the Arrangers, the Structure Chart shows all members of
     the Dutch and U.S. parts of the Group.

     For these purposes, the Structure Chart is the corporate structure chart to
     be provided to the Arrangers no later than 14th March, 2003 which sets out
     the ownership of the companies within the Dutch and U.S. parts of the
     Group.

18.14 Pari passu ranking

     Its payment obligations under the Finance Documents rank (to the extent
     that they are not secured under the Security Documents) at least pari passu
     with all its other present and future unsecured payment obligations, except
     for obligations mandatorily preferred by law applying to companies
     generally.

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18.15 Taxes on payments

     As at the date of this Agreement, all amounts payable by it under the
     Finance Documents may be made without any Tax Deduction.

18.16 Stamp duties

     As at the date of this Agreement, no stamp or registration duty or similar
     Tax or charge is payable in its jurisdiction of incorporation in respect of
     any Finance Document.

18.17 Immunity

(a)  The execution by it of each Finance Document constitutes, and the exercise
     by it of its rights and performance of its obligations under each Finance
     Document will constitute, private and commercial acts performed for private
     and commercial purposes; and

(b)  it will not be entitled to claim immunity from suit, execution, attachment
     or other legal process in any proceedings taken in its jurisdiction of
     incorporation in relation to any Finance Document.

18.18 No adverse consequences

(a)  It is not necessary under the laws of its jurisdiction of incorporation:

      (i) in order to enable any Finance Party to enforce its rights under any
          Finance Document; or

     (ii) by reason of the execution of any Finance Document or the performance
          by it of its obligations under any Finance Document,

     that any Finance Party should be licensed, qualified or otherwise entitled
     to carry on business in its jurisdiction of incorporation; and

(b)  no Finance Party is or will be deemed to be resident, domiciled or carrying
     on business in its jurisdiction of incorporation by reason only of the
     execution, performance and/or enforcement of any Finance Document.

18.19 Financial Indebtedness and Security Interests

(a)  No member of the Group has any Financial Indebtedness outstanding which is
     not permitted by the terms of this Agreement.

(b)  No Security Interest exists over the whole or any part of the respective
     present or future assets of any member of the Group except for those
     permitted under Subclause 21.5 (Negative pledge).

18.20 No winding-up

(a)  No Material Group Member 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 any such Material Group Member for
     its winding-up, dissolution, administration or re-organisation or for the
     appointment of a receiver, administrator, administrative receiver, trustee
     or similar officer in respect of a Material Group Member or of any or all
     of its assets or revenues.

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(b)  It and each of its Subsidiaries is able to pay its debts as and when they
     fall due.

18.21 Jurisdiction/governing law

(a)  Its:

       (i) irrevocable submission under this Agreement to the jurisdiction of
           the courts of England and New York;

      (ii) agreement that this Agreement is governed by English law; and

     (iii) agreement not to claim any immunity to which it or its assets may be
           entitled, are legal, valid and binding under the laws of its
           jurisdiction of incorporation; and

(b)  any judgment obtained in England or in New York will be recognised and be
     enforceable by the courts of its jurisdiction of incorporation.

18.22 United States laws

(a)  In this Subclause:

     holding company, affiliate and subsidiary company have the meanings given
     to them in the United States Public Utility Holding Company Act of 1935.

     investment company and controlled have the meanings given to them in the
     Unites States Investment Company Act 1940.

     public utility has the meaning given to it in the United States Federal
     Power Act of 1920.

(b)  It is not:

       (i) a holding company, an affiliate of a holding company or a subsidiary
           company of a holding company, or subject to regulation, under the
           United States Public Utility Holding Company Act of 1935;

      (ii) a public utility, or subject to regulation, under the United States
           Federal Power Act of 1920;

     (iii) an investment company or a company controlled by an investment
           company; or

      (iv) subject to regulation under any United States Federal or State law or
           regulation that limits its ability to incur or guarantee
           indebtedness.

(c)  Each Plan of a U.S. Obligor and of each ERISA Affiliate of a U.S. Obligor
     complies in all material respects with all applicable requirements of law
     and regulation. No Reportable Event has occurred with respect to any Plan,
     and no steps have been taken to terminate any Plan. No U.S. Obligor nor any
     of its Subsidiaries or ERISA Affiliates has had a complete or partial
     withdrawal from an Multiemployer Plan or initiated any steps to do so.

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18.23 Dutch Banking Act

     On the date of this Agreement:

     (a)  if a Dutch Borrower is a credit institution (kredietinstelling) under
          the Dutch Banking Act, it is in compliance with the applicable
          provisions of the Dutch Banking Act and any implementing regulations
          including, but not limited to, the Dutch Exemption Regulation; and

     (b)  each Dutch Borrower has verified the status of each person which is a
          Lender under this Agreement either as:

           (i) a Professional Market Party under the Dutch Exemption Regulation;
               or

          (ii) exempted from the requirement to be a Professional Market Party
               because it forms part of a closed circle (gesloten kring) with
               the relevant Dutch Borrower.

18.24 Ownership of assets/licences etc.

     Each member of the Group has, to the extent material, such good title to or
     valid leases of, or other appropriate licence, authorisation or consent to
     use, its assets as is necessary to carry on its business as presently
     conducted.

18.25 Pension Schemes

     All pension schemes applied within the Group comply in all material aspects
     with all material provisions of applicable law and employ reasonable
     actuarial assumptions. No member of the Group has any unsatisfied material
     liability in respect of any pension scheme and there are no circumstances
     which may give rise to any such material liability.

18.26 Key Intellectual Property

(a)  Subject to (b) and (c) below, each member of the Group owns or has validly
     licensed to it and has properly registered and taken all other necessary or
     appropriate action to maintain and protect its material Intellectual
     Property and it has not become aware that it has infringed any third party
     Intellectual Property in any respect which might reasonably be considered
     to be adverse to the interests of the Finance Parties.

(b)  Albert Heijn B.V. owns and has properly registered and taken all other
     necessary or appropriate action to maintain and protect its Intellectual
     Property in the name Albert Heijn and its logo (together with any other
     related brand names or identities).

(c)  S&S Brands, Inc. owns and has properly registered and taken all other
     necessary or appropriate action to maintain and protect its Intellectual
     Property in the name Stop and Shop and its logo (together with any other
     related brand names or identities).

(d)  The brand names "Tops", "Giant" and "Bi-Lo" (together with any other
     related brand names, logos or identities) are owned and properly registered
     by Tops Brands, Inc. GFC Brands, Inc. and Bi-Lo Brands, Inc. respectively.

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18.27 Environment

(a)  It has obtained all Environmental Approvals required for the carrying on of
     its business as currently conducted and has at all times complied with:

     (i)  the terms and conditions of such Environmental Approvals; and

    (ii)  all other applicable Environmental Laws,

     where, in each case, if not obtained or compiled with the failure or its
     consequences would have a Material Adverse Effect. There are to its
     knowledge no circumstances that may prevent or interfere with such
     compliance in the future.

(b)  There is no Environmental Claim pending or formally threatened and there
     are no past or present acts, omissions, events or circumstances that would
     form, or are reasonably likely to form the basis of any Environmental Claim
     (including any arising out of the generation, storage, transport, disposal
     or release of any dangerous substance) against any member of the Group
     which, if adversely determined, would have a Material Adverse Effect.

18.28 Security Interests

(a)  Each executed (and, where required registered) Security Document (other
     than a U.S. Security Document) to which it is a party constitutes a
     Security Interest securing amounts owing to the Finance Parties under the
     Finance Documents, over the assets to which it is expressed to relate, and,
     except for obligations mandatorily preferred by laws of general
     application, with the ranking it is expressed to have (being first ranking
     if no other ranking is expressed);

(b)  as at the date of this Agreement it is not registered with the Registrar of
     Companies, or has an established place of business, in England and Wales;
     and

(c)  if it is a party to a Security Document then, any shares charged, mortgaged
     or pledged by it pursuant to each relevant Security Document are all fully
     paid and not subject to any option to purchase or similar rights other than
     those mandatorily prescribed by law. The constitutional documents of any
     member of the Group, the shares of which are subject to the Security
     Interest created by the relevant Security Documents do not and could not
     restrict or inhibit any transfer of such shares on creation or on
     enforcement of the Security Interests constituted by such Security
     Documents other than restrictions specifically referred to in the Security
     Documents.

18.29 U.S. Document representations

     If it is a party to a U.S. Document, each representation and warranty made
     by it in that U.S. Document is true and correct.

18.30 Times for making representations

(a)  The representations set out in this Clause are made by each Original
     Obligor on the date of this Agreement.

(b)  Unless a representation is expressed to be given at a specific date, each
     representation is deemed to be repeated by:

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      (i)  each Additional Obligor and the Company on the date that Additional
           Obligor becomes an Obligor; and

     (ii)  each Obligor on the date of each Request and the first day of each
           Term.

(c)  When a representation in Clause 18.6(a) (No default) is repeated on a
     Request for a Rollover Credit or the first day of a Term for a Loan (other
     than the first Term for that Loan), the reference to a Default will be
     construed as a reference to an Event of Default.

(d)  When a representation is repeated, it is applied to the circumstances
     existing at the time of repetition.

19.  INFORMATION COVENANTS

19.1 Financial statements

(a)  The Company must supply to the Facility Agent in sufficient copies for all
     the Lenders:

       (i) its audited consolidated financial statements for its financial year
           ending 31st December, 2002;

      (ii) the audited consolidated financial statements of each Borrower for
           its financial year ending 31st December, 2002;

     (iii) its interim financial statements for the first half-year of its
           financial year ending 31st December, 2003;

      (iv) the interim financial statements of The Stop & Shop Supermarket
           Company and its Subsidiaries and the Albert Heijn Management Unit for
           the first half-year of its financial year ending 31st December, 2003;
           For these purposes and for sub-paragraph (vi) below, Albert Heijn
           Management Unit means Albert Heijn B.V., Ahold Coffee Company B.V.
           and Albert Heijn Franchise B.V.

       (v) its quarterly financial statements; and

      (vi) the monthly management accounts of The Stop & Shop Supermarket
           Company and its Subsidiaries and the Albert Heijn Management Unit.

(b)  All financial statements must be supplied as soon as they are available
     and:

       (i) in the case of the Company's annual audited financial statements, no
           later than 30th June, 2003;

      (ii) in the case of each Borrower's audited consolidated financial
           statements for the year ended 31st December, 2002, no later than 31st
           May, 2003;

     (iii) in the case of any interim or quarterly financial statements, within
           60 days of the end of the relevant financial period; and

      (iv) in the case of any monthly management accounts, within 28 days of the
           end of the relevant financial period.

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19.2 Form of financial statements

(a)  The Company must ensure that each set of financial statements supplied
     under this Agreement gives (if audited) a true and fair view of, or (if
     unaudited) fairly represents, the financial condition (consolidated or
     otherwise) of the relevant person as at the date to which those financial
     statements were drawn up except (to the extent relevant in the case of the
     Company in relation to accounts relating to a period ending before 31st
     December, 2002) as disclosed to the contrary in the letter to the Facility
     Agent and the Arrangers referred to in paragraph 5(n) of Part 1 Schedule 2
     (Condition Precedent Documents).

(b)  The Company must notify the Facility Agent of any change to the manner in
     which the financial statements of any Obligor are prepared.

(c)  If requested by the Facility Agent, the Company must supply to the Facility
     Agent:

       (i) a full description of any change notified under paragraph (b) above;
           and

      (ii) sufficient information to enable the Finance Parties to make a proper
           comparison between the financial position shown by the set of
           financial statements prepared on the changed basis and its most
           recent such financial statements delivered to the Facility Agent
           under this Agreement.

      (d)  If requested by the Facility Agent, the Company must enter into
           discussions for a period of not more than 30 days with a view to
           agreeing any amendments required to be made to this Agreement to
           place the Company and the Lenders in the same position as they would
           have been in if the change had not happened. Any agreement between
           the Company and the Facility Agent will be, with the prior consent of
           the Majority Lenders, binding on all the Parties.

     (e)   If no agreement is reached under paragraph (d) above on the required
           amendments to this Agreement, the Company must supply with each set
           of such financial statements another set of such financial statements
           prepared on the same basis as the Original Financial Statements and
           certified by its auditors.

19.3 Compliance Certificate

(a)  The Company must supply to the Facility Agent a Compliance Certificate with
     each set of its financial statements delivered in respect of a period
     ending on the last day of each of its financial quarters in any year.

(b)  A Compliance Certificate must be signed by two authorised signatories of
     the Company and, in the case of a Compliance Certificate supplied with its
     annual audited consolidated financial statements, its auditors.

19.4 Liquidity plan

(a)  The Company must, on or prior to 31st March, 2003 and subsequently no less
     frequently than monthly, supply to the Facility Agent a copy of the latest
     liquidity plan for the Group (together with detailed evidence supporting
     that plan), approved by the managing board of the Company, demonstrating
     adequate liquidity for the Group for the period from the date of that plan
     until 31st December, 2003.

(b)  The Company shall use its best endeavours to supply to the Facility Agent
     by 30th June, 2003 a liquidity plan for the Group (together with detailed
     evidence supporting that plan) approved

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     by the managing board of the Company, demonstrating adequate liquidity for
     the Group for the period to the end of the Company's first quarter 2004.

19.5 Auditors

     If the Facility Agent (or any of the Arrangers) wishes to discuss the
     financial position of any member of the Group with the auditors, the
     Facility Agent or the relevant Arranger may notify the Company, stating the
     questions or issues which it wishes to discuss with the auditors. In this
     event, the Company must ensure that the auditors are authorised (at the
     expense of the Company):

     (a)  to discuss the financial position of each member of the Group with the
          Facility Agent (or any of the Arrangers) on request; and

     (b)  to disclose to the Facility Agent (or any of the Arrangers) for the
          Finance Parties any information which reasonably requested.

19.6 Information - miscellaneous

     The Company must supply to the Facility Agent, in sufficient copies for all
     the Lenders if the Facility Agent so requests:

     (a)  copies of all documents despatched by the Company to its shareholders
          (or any class of them) or its creditors generally or any class of them
          at the same time as they are despatched;

     (b)  promptly upon becoming aware of them, details of any litigation,
          arbitration or administrative proceedings which are current,
          threatened or pending and which might, if adversely determined, have a
          Material Adverse Effect;

     (c)  promptly on request, a list of the then current Material Subsidiaries;

     (d)  promptly on request, such further information regarding the financial
          condition and operations of the Group as any Finance Party through the
          Facility Agent may reasonably request; and

     (e)  the Company must promptly notify the Facility Agent of any change in,
          or new rating, applicable to it or any of its Financial Indebtedness
          published by a Rating Agency.

     Rating Agency means Moody's or S&P or any other rating agency approved by
     the Majority Lenders and the Company.

19.7 Further information

     The Company must supply to the Facility Agent:

     (a)  promptly, a copy of any filings with or information reported to any
          regulatory or self-regulatory body or stock exchange to which a member
          of the Group is required to (or is accustomed to) make filings or to
          report any information; and

     (b)  promptly upon receipt, a copy of the Deloitte & Touche management
          letter for the year ended 31st December, 2002.

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19.8 Notification of Default

(a)  Unless the Facility Agent has already been so notified by another Obligor,
     each Obligor must notify the Facility Agent of any Default (and the steps,
     if any, being taken to remedy it) promptly upon becoming aware of its
     occurrence.

(b)  Promptly on request by the Facility Agent, the Company must supply to the
     Facility Agent a certificate, signed by two of its authorised signatories
     on its behalf, certifying that no Default is outstanding or, if a Default
     is outstanding, specifying the Default and the steps, if any, being taken
     to remedy it.

19.9 Year end

     No Obligor may change its financial year end.

19.10 Use of websites

(a)  Except as provided below, the Company may deliver any information under
     this Agreement to a Lender by posting it on to an electronic website if:

       (i) the Facility Agent and the Lender agree;

      (ii) the Company and the Facility Agent designate an electronic website
           for this purpose;

     (iii) the Company notifies the Facility Agent of the address of and
           password for the website; and

      (iv) the information posted is in a format agreed between the Company and
           the Facility Agent.

     The Facility Agent must supply each relevant Lender with the address of and
     password for the website.

(b)  Notwithstanding the above, the Company must supply to the Facility Agent in
     paper form a copy of any information posted on the website together with
     sufficient copies for:

       (i) any Lender not agreeing to receive information via the website; and

      (ii) within ten Business Days of request any other Lender, if that Lender
           so requests.

(c)  The Company must promptly upon becoming aware of its occurrence, notify the
     Facility Agent if:

       (i) the website cannot be accessed;

      (ii) the website or any information on the website is infected by any
           electronic virus or similar software;

     (iii) the password for the website is changed; or

      (iv) any information to be supplied under this Agreement is posted on the
           website or amended after being posted.

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     If the circumstances in paragraphs (i) or (ii) above occur, the Company
     must supply any information required under this Agreement in paper form.

20.  FINANCIAL COVENANTS

     The Company will ensure that at all times the consolidated financial
     condition of the Group, as evidenced by the 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 relating to the
     termination of the joint venture between Velox Retail Holdings and Disco
     Ahold International Holdings N.V. in July 2002 only (if negative) to (ii)
     Net Interest Expense, is not less than 2.25:1.00.

     The expressions used in this Clause 20 shall have the meanings attributed
     thereto in the Original Financial Statements but so that "Net Interest
     Expense" shall equal interest expense minus interest income.

     In this Clause, "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 financial quarter by taking the average of such ratios calculated for
     each such financial quarter and the three immediately preceding financial
     quarters where financial quarter means a financial quarter of a financial
     year of the Company.

21.  GENERAL COVENANTS

21.1 General

     Each Obligor agrees to be bound by the covenants set out in this Clause
     relating to it and, where the covenant is expressed to apply to each member
     of the Group, each Obligor must ensure that each of its Subsidiaries
     performs that covenant.

21.2 Authorisations

     Each Obligor must promptly obtain, maintain and comply with the terms of
     any authorisation required under any law or regulation to enable it to
     perform its obligations under, or for the validity or enforceability of,
     any Finance Document.

21.3 Compliance with laws

     Each member of the Group must comply in all material respects with all laws
     to which it is subject.

21.4 Pari passu ranking

     Each Obligor must ensure that its payment obligations under the Finance
     Documents (to the extent that they are not secured pursuant to the Security
     Documents) rank at least pari passu with all its other present and future
     unsecured payment obligations, except for obligations mandatorily preferred
     by law applying to companies generally.

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21.5 Negative pledge

(a)  Except as provided in paragraph (b) below, no member of the Group may
     create or allow to exist any Security Interest on any of its assets.

(b)  Paragraph (a) does not apply to:

       (i) any Security Interest constituted by the Security Documents; or

      (ii) any Security Interest existing at the date of this Agreement provided
           that:

          (A)  the principal amount secured by all those Security Interests does
               not exceed (euro)75,000,000 in aggregate; and

          (B)  the principal amount secured by any of those Security Interests
               is not increased after the date of this Agreement;

     (iii) any Security Interest given to Travellers securing up to
           US$100,000,000 in respect of obligations relating to workers
           compensation of U.S. members of the Group; or

      (iv) any Security Interest over cash given as collateral to the Bank of
           America for a letter of credit line it has provided to the Group.

(c)  Except as provided in paragraph (d) below, no member of the Group may:

       (i) sell, transfer or otherwise dispose of any of its assets on terms
           where it is or may be leased to or re-acquired or acquired by a
           member of the Group or any of its related entities; or

      (ii) sell, transfer or otherwise dispose of any of its receivables on
           recourse terms,

     in circumstances where the transaction is entered into primarily as a
     method of raising Financial Indebtedness or of financing the acquisition of
     an asset.

(d)  Paragraph (c) does not apply to any transaction(s) prohibited in (c) above:

       (i) provided that the aggregate proceeds do not exceed (euro)500,000,000;
           or

      (ii) if the threshold in (i) above is exceeded, and the excess net
           proceeds are applied in accordance with Clause 9.4 (Mandatory
           prepayment -- disposals)

(e)  Each Obligor agrees that, if at any time after the date of this Agreement,
     the headroom under its negative pledge restrictions increases so that the
     aggregate amount of Credits secured under the Security Documents could be
     increased, it will immediately notify the Facility Agent and will, on
     request by the Facility Agent, make such amendments to the Finance
     Documents as maybe appropriate to effect an increase in the amount of
     Credits secured.

21.6 Financial Indebtedness

(a)  Except as provided below, no member of the Group may incur any Financial
     Indebtedness.

(b)  Paragraph (a) does not apply to:

     (i)  any Financial Indebtedness incurred under the Finance Documents;

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<PAGE>

       (ii)  any derivative transaction protecting against fluctuations in any
             rate or price entered into in the ordinary course of business (and
             not for speculative purposes);

      (iii)  any Financial Indebtedness incurred by a member of the Group to
             replace or renew on substantially similar terms (but without
             increasing the actual principal amount outstanding thereunder at
             the time of replacement or renewal and excluding any Financial
             Indebtedness redeemed or repaid directly or indirectly from the
             making of a Credit) facilities existing prior to 24th February,
             2003 which fall due for final repayment;

       (iv)  any Financial Indebtedness owed by a Non-Obligor (other than a
             Subsidiary of a Borrower) to any other member of the Group;

        (v)  any Financial Indebtedness owed by a Guarantor to another member of
             the Group provided that the claims of the member of the Group
             against that Guarantor have been subordinated to the satisfaction
             of the Facility Agent (under a Subordination Agreement or
             otherwise);

       (vi) any Financial Indebtedness owed by a Borrower or any Subsidiary of a
            Borrower to another member of the Group at the date of this
            Agreement provided that the claim of the member of the Group against
            that Borrower or Subsidiary of a Borrower have been subordinated to
            the satisfaction of the Facility Agent (under a Subordination
            Agreement or otherwise);

     (vii)  Financial Indebtedness owed by a member of the Group (other than an
            Obligor or a Subsidiary of a Borrower) to any person not being a
            member of the Group which in aggregate at any time does not exceed
            (euro)50,000,000 or its equivalent at any time;

     (viii) any other Financial Indebtedness of any member of the Group (other
            than a Borrower or any Subsidiary of a Borrower) where the net
            proceeds are applied in or towards prepayment of the Credits in
            accordance with Clause 9.5 (Mandatory prepayment - debt or equity or
            capital markets issue);

       (ix) any Financial Indebtedness permitted by Clause 21.13 (Loans out); or

        (x) any Financial Indebtedness owed by any member of the Group under
            finance or capital leases which in aggregate at any time does not
            exceed (euro)50,000,000 or its equivalent at any time.

(c)  The Stop and Shop Supermarket Company undertakes not to make any payment to
     Pentateuch CV.

21.7 No prepayment of external debt

(a)  Except as provided below, no member of the Group may prepay any Financial
     Indebtedness.

(b)  Paragraph (a) does not apply to:

        (i)  prepayment of any Financial Indebtedness incurred under the
             Finance Documents; or

       (ii)  prepayment or repayment of amounts specified in a Request as being
             amounts to be repaid or prepaid from the making of a Credit,
             provided that such repayment or prepayment is made from the
             proceeds of that Credit, either directly or indirectly, on the date
             on which the Credit is utilised.

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21.8 Change of business

(a)  The Company must ensure that no substantial change is made to the general
     nature of the business of the Company or the Group from that carried on at
     the date of this Agreement.

(b)  Simon de Wit B.V. and Ahold Nederland B.V. must not carry on any business
     other than that of a holding company.

21.9 Mergers

     Other than a merger between Giant-Carlisle Holding, LLC and Tops Holdings,
     LLC or as permitted  under Clause 21.11  (Disposals),  no Obligor may enter
     into  any  amalgamation,   demerger,  merger  or  reconstruction  otherwise
     pursuant to a transaction agreed by the Majority Lenders.

21.10 Acquisitions

(a)  Except as provided below, no member of the Group may make any acquisition
     or investment.

(b)  Paragraph (a) does not apply to:

       (i) acquisitions or investments made in the ordinary course of trade;

      (ii) the acquisition by The Stop & Shop Supermarket Company of 4 A&P
           stores;

     (iii) until the date on which the Unsecured Facilities are repaid and
           cancelled in full, acquisitions where the aggregate amount spent
           since the date of this Agreement, when aggregated with the aggregate
           amount of capital expenditure since the date of this Agreement, does
           not exceed the Company's capex budget; or

      (iv) from the date on which the Unsecured Facilities are repaid and
           cancelled in full, acquisitions where the aggregate amount spent
           since the date of this Agreement, when aggregated with the aggregate
           amount of capital expenditure since the date of this Agreement, does
           not exceed 110 per cent. of the Company's capex budget.

     For these purposes, the Company's capex budget is the amount specified in
     the document referred to in paragraph 5(1) of Part 1 of Schedule 2
     (Conditions Precedent Documents) as the amount of the Group capital
     expenditure budget for the year ending 31st December, 2003.

21.11 Disposals

(a)  Except as provided in paragraph (b) below or permitted under Clause 21.5(d)
     (Negative pledge), no member of the Group may, either in a single
     transaction or in a series of transactions and whether related or not and
     whether voluntarily or involuntarily, dispose of all or any part of its
     assets.

(b)  Paragraph (a) does not apply to any disposal made on arm's length terms:

       (i) of assets by a member of the Group in its ordinary course of trading;
           or

      (ii) of assets by a Non-Obligor (other than a Subsidiary of a Borrower) to
           another member of the Group; or

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<PAGE>

     (iii) disposals on a non-recourse basis of receivables by US Foodservice
           (or any of its Subsidiaries) for cash to a special purpose company
           under an existing securitisation programme provided that the
           aggregate amount of debt under that programme does not exceed
           US$850,000,000 at any time; or

      (iv) of assets for cash consideration payable in full at completion
           provided that up to 20% of the aggregate cash consideration may be
           deferred for up to 12 months and in each case the net proceeds
           (whether received on completion or after completion) are applied in
           accordance with Clause 9.4 (Mandatory prepayment - disposals).

21.12 Environmental matters

(a)  Each member of the Group must ensure that it is, and has been, in
     compliance with all Environmental Law and Environmental Approvals
     applicable to it, where failure to do so is reasonably likely to have a
     Material Adverse Effect.

(b)  Each Obligor must promptly upon becoming aware notify the Facility Agent
     of:

       (i) any Environmental Claim current, or to its knowledge, pending or
           threatened; or

      (ii) any circumstances reasonably likely to result in an Environmental
           Claim,

     which, if substantiated, is reasonably likely to either have a Material
     Adverse Effect or result in any liability for a Finance Party.

21.13 Loans out

(a)  Except as provided in paragraph (b) below, no member of the Group may be
     the creditor in respect of any Financial Indebtedness or of any trade
     credit extended to any of its customers.

(b)  Paragraph (a) does not apply to:

       (i) trade credit extended by any member of the Group to its customers on
           normal commercial terms and in the ordinary course of its trading
           activities;

      (ii) any Financial Indebtedness which is permitted to be incurred by a
           member of the Group under Clause 21.6 (Financial Indebtedness);

     (iii) any Financial Indebtedness provided by a member of the Group to
           another person (including any other member of the Group) with the
           consent of the Majority Lenders;

      (iv) loans made by the Original Borrower to the Company out of the
           proceeds of Loans made to it;

       (v) loans made by the Original Euro Borrower to the Company up to an
           aggregate maximum amount of (euro)600,000,000 at any time provided
           that the Original Euro Borrower shall retain sufficient liquidity to
           sustain its normal business operations;

      (vi) loans made by the Original Dollar Borrower to any other member of the
           Group which, when aggregated with the amount of the repayment or
           prepayment of loans owed by the Original Dollar Borrower to Croesus,
           Inc. or any other member of the Group (excluding any repayment or
           prepayment out of the proceeds of any Loan to the Original Dollar
           Borrower under this Agreement), do not exceed an aggregate

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<PAGE>

           maximum amount of US$600,000,000 at any time provided that the
           Original Dollar Borrower shall retain sufficient liquidity to
           sustain its normal business operations;

     (vii) Financial Indebtedness not otherwise allowed under the preceding
           sub-paragraphs which does not exceed (euro)25,000,000 or its
           equivalent at any time.

(c)  Any loan made between members of the Group must be on terms that:

       (i) the creditor of such Financial Indebtedness (if an Obligor) shall
           grant security over its rights in respect of such Financial
           Indebtedness in favour of the Lenders on terms acceptable to the
           Facility Agent (acting on the instructions of the Majority Lenders)
           and in accordance with Clause 21.19 (Security Documents);

      (ii) (except where both the creditor and the debtor are neither Obligors
           nor Subsidiaries of Borrowers or the debtor is neither an Obligor nor
           a subsidiary of a Borrower) the creditor and the debtor of such
           Financial Indebtedness shall each be party to a Subordination
           Agreement as Intercompany Creditor and Intercompany Debtor
           respectively); and

     (iii) the creditor in respect of any such loan may not take any action to
           cause that loan (or any related interest, fees or other amounts) to
           become due or to be paid:

           (A)  in breach of the terms of a Subordination Agreement; or

           (B)  if not already prohibited by paragraph (A), unless the other
                member of the Group has sufficient readily available cash to pay
                the sum which is due or demanded.

21.14 Capital expenditure

     The Company shall ensure that the aggregate amount of capital expenditure
     of the Group after the date of this Agreement:

     (a)  until the date on which the Unsecured Facilities are repaid and
          cancelled in full, when aggregated with the aggregate amount spent on
          acquisitions permitted under subparagraph (b) of Subclause 21.10
          (Acquisitions), does not exceed the Company's capex budget (as defined
          in that Subclause); and

     (b)  from the date on which the Unsecured Facilities are repaid and
          cancelled in full, when aggregated with the aggregate amount spent on
          acquisitions permitted under subparagraph (b) of Subclause 21.10
          (Acquisitions), does not exceed 110 per cent. of the Company's capex
          budget (as defined in that Subclause).

21.15 Dividends

     No Obligor may, without, the consent of the Majority Lenders:

(a)  declare, make or pay, or pay interest on any unpaid amount of, any
     dividend, charge, fee or other distribution (whether in cash or in kind) on
     or in respect of its shares or share capital (or any class of its share
     capital); or

          (b)  repay or distribute any share premium,

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     except (i) by an Obligor (other than The Stop and Shop Supermarket Company
     and Albert Heijn B.V.) to another Guarantor or (ii) payment of dividends in
     kind by the Company.

21.16 Share Capital

     Except for any redemption of preference shares issued by the Company
     referred  to in Clause  9.2(a)(i),  no Obligor or member of the Group whose
     shares have been secured pursuant to a Security Document may:

     (a)  redeem, purchase, defease, retire or repay any of its shares or share
          capital (or any instrument convertible into shares or share capital)
          or resolve to do so;

     (b)  issue any shares (or any instrument convertible into shares) which by
          their terms are redeemable or carry any right to a return,

     without the consent of the Majority Lenders.

21.17 Insurance

     Each member of the Group must insure its business and assets with insurance
     companies to such an extent and against such risks as companies engaged in
     a similar business normally insure.

21.18 Positive pledge

     If the Majority Lenders, acting through the Facility Agent, so request, the
     Company shall, and the Company shall procure that each member of the Group
     shall:

     (a)  upon the Facility Agent's request, provide the Facility Agent with
          reasonable detail of its assets at the time of such request; and

     (b)  if the Facility Agent notifies the Company that, in the opinion of the
          Majority Lenders, an event or series of events has occurred or are
          reasonably likely to occur which are reasonably likely to have a
          Material Adverse Effect, subject to the Security Interests permitted
          under paragraph (b) of Clause 21.5 (Negative pledge), create first
          priority Security Interests, in form and substance satisfactory to the
          Facility Agent, over any assets or share capital of any member of the
          Group requested by the Facility Agent in such a request, and will make
          all relevant necessary registrations or filings, will deliver all
          other notices or other documents required to be delivered to any
          person in connection with the creation of those Security Interests and
          will pay and discharge all taxes, duties, levies, legal, notarial or
          other fees (including those of counsel for the Facility Agent)
          required to be paid in connection with the creation of those Security
          Interests. In deciding which assets to take security over, the Lenders
          will have due regard to the cost to the Obligors of providing that
          security to the relative benefit to the Lenders but will not be
          prevented from requiring security solely because of the cost of taking
          it if they consider, in all the circumstances, that it is in their
          best interests to take that security.

21.19 Security Documents

(a)  Each Obligor shall ensure that the persons identified in paragraph 3 of
     Part I of Schedule 2 will execute and deliver to the Facility Agent the
     intended Security Documents identified against their name in that
     paragraph.

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(b)  Each Obligor shall, and shall procure that each other relevant member of
     the Group which is its Subsidiary shall, at its own expense, execute and do
     all such assurances, acts and things as the Facility Agent may reasonably
     require:

       (i) for registering any Security Documents in any required register and
           for perfecting or protecting the security intended to be afforded by
           the Security Documents; and

      (ii) if the Security Documents have become enforceable, for facilitating
           the realisation of all or any part of the assets which are subject to
           the Security Documents and the exercise of all powers, authorities
           and discretions vested in the Facility Agent or in any receiver of
           all or any part of those assets,

     and in particular shall execute all transfers, conveyances, assignments and
     releases of that property whether to the Facility Agent or to its nominees
     and give all notices, orders and directions which the Facility Agent may
     reasonably think expedient.

(c)  Each  Obligor and each other Party which is a party to a Security  Document
     must ensure that at all times:

       (i) any shares charged, mortgaged or pledged pursuant to the relevant
           Security Documents are (A) all fully paid and (B) not subject to any
           option to purchase or similar rights other than as mandatorily
           prescribed by law;

      (ii) the constitutional documents of any member of the Group the shares of
           which are then subject to the Security Interest created by the
           relevant Security Document do not and could not restrict or inhibit
           any transfer of such shares on creation or on enforcement of the
           Security Interests constituted by such Security Documents.

(d)  Each Obligor which is a party to a U.S. Document must ensure that at all
     times it will comply with all covenants set forth therein.

21.20 United States laws

(a)  No Obligor may:

       (i) extend credit for the purpose, directly or indirectly, of buying or
           carrying Margin Stock; or

      (ii) use any Loan, directly or indirectly, to buy or carry Margin Stock or
           to extend credit to others for the purpose of buying or carrying
           Margin Stock.

(b)  No Obligor may use any part of any Loan to acquire any security in a
     transaction that is subject to section 13 or 14 of the United States
     Securities Exchange Act of 1934.

(c)  Each Obligor must promptly upon becoming aware of it notify the Facility
     Agent of:

       (i) any Reportable Event;

      (ii) the termination of or withdrawal from, or any circumstances
           reasonably likely to result in the termination of or withdrawal from,
           any Plan subject to Title IV of ERISA; and

     (iii) a claim or other communication alleging material non-compliance with
           any law or regulation relating to any Plan.

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(d)  Each Obligor and its ERISA Affiliates must be, and remain, in compliance in
     all material respects with all laws and regulations relating to each of its
     Plans.

(e)  Each of the Obligors and its ERISA Affiliates must ensure that no event or
     condition exists at any time in relation to a Plan which is reasonably
     likely to result in the imposition of a Security Interest on any of its
     assets.

22.  DEFAULT

22.1 Events of Default

     Each of the events set out in this Clause is an Event of Default.

22.2 Non-payment

     An Obligor does not pay on the due date any amount payable by it under the
     Finance Documents in the manner required under the Finance Documents,
     unless the non-payment:

     (a)  is caused by technical or administrative error; and

     (b)  is remedied within three Business Days of the due date.

22.3 Breach of other obligations

(a)  An Obligor does not comply with any term of Clause 21 (General covenants)
     or Clause 20 (Financial covenants); or

(b)  an Obligor does not comply with any other term of the Finance Documents not
     already referred to in this Clause, unless the non-compliance:

     (i)  is capable of remedy; and

     (ii) is remedied within 7 days of the earlier of the Facility Agent giving
          notice and the Obligor becoming aware of the non-compliance.

22.4 Misrepresentation

     A representation made or repeated by an Obligor in any Finance Document or
     in any document delivered by or on behalf of any Obligor under any Finance
     Document (including, without limitation, under Clause 4 (Conditions
     Precedent)) is incorrect in any material respect when made or deemed to be
     repeated, unless the circumstances giving rise to the misrepresentation:

     (a)  are capable of remedy; and

     (b)  are remedied within 7 days of the earlier of the Facility Agent giving
          notice and the Obligor becoming aware of the misrepresentation.

22.5 Cross-default

     Any of the following occurs in respect of a member of the Group:

     (a)  any of its Financial Indebtedness is not paid when due (after the
          expiry of any originally applicable grace period);

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     (b)  any of its Financial Indebtedness:

       (i) becomes prematurely due and payable;

      (ii) is placed on demand or

     (iii) is capable of being declared by a creditor to be prematurely due and
           payable or being placed on demand,

          in each case, as a result of an event of default (howsoever
          described); or

     (c)  any commitment for its Financial Indebtedness is cancelled or
          suspended as a result of an event of default (howsoever described),

          unless the aggregate amount of Financial Indebtedness falling within
          paragraphs (a)-(c) above is less than (where any of the relevant
          members of the Group is an Obligor or a Subsidiary of a Borrower)
          (euro)10,000,000 or its equivalent or, in any other case,
          (euro)50,000,000 or its equivalent.

22.6 Insolvency

     Any of the following occurs in respect of a Material Group Member:

     (a)  it is, or is deemed for the purposes of any law to be, unable to pay
          its debts as they fall due or insolvent;

     (b)  it admits its inability to pay its debts as they fall due;

     (c)  it suspends making payments on any of its debts or announces an
          intention to do so;

     (d)  by reason of actual or anticipated financial difficulties, it begins
          negotiations with any creditor for the rescheduling of any of its
          indebtedness (other than any bilateral discussions with individual
          creditors in relation only to the deferral of the date on which
          payments are due to that creditor); or

     (e)  a moratorium is declared in respect of any of its indebtedness.

22.7 Insolvency proceedings

     (a)  Except as provided below, any of the following occurs in respect of a
          Material Group Member:

          (i)   any step is taken with a view to a moratorium or a composition,
                assignment or similar arrangement with any of its creditors;

          (ii)  a meeting of its shareholders, directors or other officers is
                convened for the purpose of considering any resolution for, to
                petition for or to file documents with a court or any registrar
                for, its winding-up, administration or dissolution or any such
                resolution is passed;

          (iii) any person presents a petition, or files documents with a court
                or any registrar, for its winding-up, administration or
                dissolution;

          (iv)  an order for its winding-up, administration or dissolution is
                made;

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          (v)   any liquidator, trustee in bankruptcy, judicial custodian,
                compulsory manager, receiver, administrative receiver,
                administrator or similar officer is appointed in respect of it
                or any of its assets;

          (vi)  its shareholders, directors or other officers request the
                appointment of, or give notice of their intention to appoint, a
                liquidator, trustee in bankruptcy, judicial custodian,
                compulsory manager, receiver, administrative receiver,
                administrator or similar officer; or

          (vii) any other analogous step or procedure is taken in any
                jurisdiction.

(b)  Paragraph (a) does not apply to any petition for winding-up presented by a
     creditor which is being contested in good faith and with due diligence and
     is discharged or struck out within fourteen days.

22.8 Creditors' process

     Any attachment, sequestration, distress, execution or analogous event
     affects any asset(s) of a Material Group Member, having an aggregate value
     of (euro)10,000,000, and (other than a Dutch executory attachment) is not
     discharged within 30 days.

22.9 United States Bankruptcy Laws

(a)  In this Subclause:

     U.S. Bankruptcy Law means the United States Bankruptcy Code 1978 or any
     other United States Federal or State bankruptcy, insolvency or similar law.

     U.S. Material Group Member means any Material Group Member incorporated or
     organised under the laws of the United States of America or any state of
     the United States of America (including the District of Columbia).

(b)  Any of the following occurs in respect of a U.S. Obligor or any Subsidiary
     of a Dollar Borrower:

       (i) it makes a general assignment for the benefit of creditors;

      (ii) it commences a voluntary case or proceeding under any U.S. Bankruptcy
           Law; or

     (iii) an involuntary case under any U.S. Bankruptcy Law is commenced
           against it and is not controverted within 30 days or is not dismissed
           or stayed within 90 days after commencement of the case.

22.10 Cessation of business

     A Material Group Member ceases, or threatens to cease, to carry on business
     except as a result of any disposal allowed under this Agreement.

22.11 Effectiveness of Finance Documents

(a)  It is or becomes unlawful for any Obligor to perform any of its obligations
     under the Finance Documents.

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(b)  Any Finance Document is not effective or is alleged by an Obligor to be
     ineffective for any reason.

(c)  An Obligor repudiates a Finance Document or evidences an intention to
     repudiate a Finance Document.

22.12 Ownership of the Obligors

     An Obligor (other than the Company) is not or ceases to be a wholly-owned
     Subsidiary of the Company, other than as a result of a disposal which is
     permitted under this Agreement.

22.13 Material adverse change

     Any event or series of events occurs which, in the opinion of the Majority
     Lenders, is reasonably likely to have a Material Adverse Effect.

22.14 Events under U.S. Documents

     A Security Interest created under any U.S. Security Document ceases to be a
     perfected first priority security interest over all of the collateral
     purportedly in pledge thereunder, or any Obligor so alleges.

22.15 Acceleration

(a)  If an Event of Default described in Clause 22.9 (U.S. Bankruptcy Laws)
     occurs in relation to any Dollar Borrower, the Total Commitments will, if
     not already cancelled under this Agreement, be immediately and
     automatically cancelled.

(b)  If any Event of Default is outstanding, the Facility Agent may, and must if
     so directed by the Majority Lenders, by notice to the Company:

       (i) if not already cancelled under paragraph (a), cancel the Total
           Commitments; and/or

      (ii) declare that all or part of any amounts outstanding under the Finance
           Documents are:

           (A)  immediately due and payable; and/or

           (B)  payable on demand by the Facility Agent acting on the
                instructions of the Lenders; and/or

     (iii) declare that full cash cover in respect of each Letter of Credit is
           immediately due and payable; or

      (iv) and by notice to the Dutch Obligor concerned, require any Dutch
           Obligor to give a guarantee or Security Interest in favour of the
           Finance Parties and that Dutch Obligor must comply with that request.

     Any notice given under this Subclause will take effect in accordance with
     its terms.

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23.  SECURITY

23.1 Facility Agent - Parallel Debt

(a)  Unless expressly provided to the contrary and except as otherwise required
     by applicable law, the Facility Agent holds any security created by a
     Security Document (other than a U.S. Security Document) in its own name and
     not as agent or mandatory (lasthebber) for the Finance Parties. Subject to
     any requirements imposed on it under the Finance Documents in that regard,
     the Facility Agent shall have full and unrestricted entitlement to and
     authority in respect of that security.

(b)   (i) Subject to the provisions of this Agreement and for the purpose of
          ensuring the validity and continuity of the security rights created
          under the Security Documents:

          (A)  each Obligor covenants in favour of the Facility Agent to pay as
               its separate and independent obligation to the Facility Agent
               sums equal to all present and future amounts due under the
               Finance Documents as and when the same fall due for payment, so
               that the Facility Agent shall be the obligee of such covenant to
               pay (such payment undertaking, the "Parallel Debt"); and

          (B)  the Facility Agent shall be entitled to claim performance thereof
               in its own name and not as trustee or agent acting on behalf of
               the Finance Parties,

          provided that the irrevocable payment or discharge of all present and
          future amounts due under the Finance Documents by any Obligor will to
          the same extent decrease and be a good discharge of such covenant and
          the irrevocable payment or discharge of such covenant to pay the
          Parallel Debt will to the same extent decrease and be a good discharge
          of all present and future amounts due under the Finance Documents.

     (ii) It is understood and agreed by all parties to this Agreement that the
          operation of this Clause 23.1(b) (Facility Agent) will not increase
          the total amount due under the Finance Documents and will not
          otherwise prejudice the rights of any Obligor under or in relation to
          the Finance Documents.

(c)  Without limiting or affecting in any way:

     (i)  the Facility Agent's right to act in order to protect, preserve or
          enforce rights under any Security Document as contemplated by the
          Finance Documents (or to perform any act reasonably incidental to any
          of the foregoing); or

     (ii) the Facility Agent's rights against any Obligor under the Finance
          Documents,

     the Facility Agent agrees with each other Finance Party that it will only
     exercise its rights under paragraph (b) above, with the consent of that
     Finance Party.

23.2 Responsibility

     The Facility Agent is not liable or responsible to any other Finance Party
     for:

     (a)  any failure in perfecting or protecting the security created by any
          Security Document;

     (b)  any other action taken or not taken by it in connection with Security
          Document, unless directly caused by its gross negligence or wilful
          misconduct.

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23.3 Title

     The Facility Agent may accept, without enquiry, the title (if any) an
     Obligor may have to any asset over which security is intended to be created
     by any Security Document.

23.4 Possession of documents

     The Facility Agent is not obliged to hold in its own possession any
     Security Document, title deed or other document in connection with any
     asset over which security is intended to be created by a Security Document.

23.5 Investments

     Except as otherwise provided in any Security Document, all moneys received
     by the Facility Agent under a Security Document may be invested in the name
     of, or under the control of, the Facility Agent in any investments selected
     by the Facility Agent. Additionally,  those moneys may be placed on deposit
     in the name of, or under the control of, the Facility  Agent at any bank or
     institution (including itself) and upon such terms as it may think fit.

23.6 Approval

     Each Finance Party confirms its approval of each Security Document.

23.7 Release of security

(a)  If:

       (i) a Guarantor ceases to be a member of the Group; or

      (ii) a Guarantor is released from all its obligations under the Finance
           Documents,

     in a manner allowed by this Agreement, any security created by that
     Guarantor over its assets under the Security Documents will be released.

(b)  If a disposal of any asset subject to security created by a Security
     Document is made to a person (which is and will remain) outside the Group
     in the following circumstances:

       (i) the Majority Lenders agree to the disposal;

      (ii) the disposal is allowed by the terms of the Finance Documents and
           will not result or could not reasonably be expected to result in any
           breach of any term of any Finance Document;

     (iii) the disposal is being made at the request of the Facility Agent in
           circumstances where any security created by the Security Documents
           has become enforceable; or

      (iv) the disposal is being effected by enforcement of a Security Document,

     the asset being disposed of will be released from any security over it
     created by a Security Document. However, the proceeds of any disposal (or
     an amount corresponding to them) must be applied in accordance with the
     requirements of the Finance Documents (if any).

(c)  If the Facility Agent is satisfied that a release is allowed under this
     Subclause, the Facility Agent must execute (at the request and expense of
     the relevant Obligor) any document which

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     is reasonably required to achieve that release. Each other Finance Party
     irrevocably authorises the Facility Agent to execute any such document.

23.8 Co-security Agent

(a)  The Facility Agent may appoint a separate security agent or a co-security
     agent in any jurisdiction outside England and Wales:

       (i) if the Facility Agent considers that without the appointment the
           interests of the Lenders under the Finance Documents might be
           materially and adversely affected;

      (ii) for the purpose of complying with any law, regulation or other
           condition in any jurisdiction; or

     (iii) for the purpose of obtaining or enforcing a judgment or enforcing any
           Finance Document in any jurisdiction.

(b)  Any appointment under this Subclause will only be effective if the security
     agent or co-security agent confirms to the Facility Agent and the Company
     in form and substance satisfactory to the Facility Agent that it is bound
     by the terms of this Agreement as if it were the Facility Agent.

(c)  The Facility Agent may remove any security agent or co-security agent
     appointed by it and may appoint a new security agent or co-security agent
     in its place.

(d)  The Company must pay to the Facility Agent any reasonable remuneration paid
     by the Facility Agent to any security agent or co-security agent appointed
     by it, together with any related costs and expenses properly incurred by
     the security agent or co-security agent.

24.  THE ADMINISTRATIVE PARTIES

24.1 Appointment and duties of the Facility Agent

(a)  Each Finance Party (other than the Facility Agent) irrevocably appoints the
     Facility Agent to act as its agent under the Finance Documents.

(b)  Each Finance Party irrevocably authorises the Facility Agent to:

       (i) perform the duties and to exercise the rights, powers and discretions
           that are specifically given to it under the Finance Documents,
           together with any other incidental rights, powers and discretions;
           and

      (ii) execute each Finance Document expressed to be executed by the
           Facility Agent.

(c)  The Facility Agent has only those duties which are expressly specified in
     the Finance Documents. Those duties are solely of a mechanical and
     administrative nature.

24.2 Role of the Arrangers

     Except as specifically provided in the Finance Documents, no Arranger has
     any obligations of any kind to any other Party in connection with any
     Finance Document.

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24.3 No fiduciary duties

     Except as specifically provided in a Finance Document, nothing in the
     Finance Documents makes an Administrative Party a trustee or fiduciary for
     any other Party or any other person. No Administrative Party need hold in
     trust any moneys paid to it for a Party or be liable to account for
     interest on those moneys.

24.4 Individual position of an Administrative Party

(a)  If it is also a Lender, each Administrative Party has the same rights and
     powers under the Finance Documents as any other Lender and may exercise
     those rights and powers as though it were not an Administrative Party.

(b)  Each Administrative Party may:

     (i)  carry on any business with any Obligor or its related entities
          (including acting as an agent or a trustee for any other financing);
          and

     (ii) retain any profits or remuneration it receives under the Finance
          Documents or in relation to any other business it carries on with any
          Obligor or its related entities.

24.5 Reliance

     The Facility Agent may:

     (a)  rely on any notice or document believed by it to be genuine and
          correct and to have been signed by, or with the authority of, the
          proper person;

     (b)  rely on any statement made by any person regarding any matters which
          may reasonably be assumed to be within his knowledge or within his
          power to verify;

     (c)  engage, pay for and rely on professional advisers selected by it
          (including those representing a Party other than the Facility Agent);
          and

     (d)  act under the Finance Documents through its personnel and agents.

24.6 Majority Lenders' instructions

(a)  The Facility Agent is fully protected if it acts on the instructions of the
     Majority Lenders in the exercise of any right, power or discretion or any
     matter not expressly provided for in the Finance Documents. Any such
     instructions given by the Majority Lenders will be binding on all the
     Lenders. In the absence of instructions, the Facility Agent may act as it
     considers to be in the best interests of all the Lenders.

(b)  The Facility Agent may assume that unless it has received notice to the
     contrary, any right, power, authority or discretion vested in any Party or
     the Majority Lenders has not been exercised.

(c)  The Facility Agent is not authorised to act on behalf of a Lender (without
     first obtaining that Lender's consent) in any legal or arbitration
     proceedings in connection with any Finance Document.

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(d)  The Facility Agent may require the receipt of security satisfactory to it,
     whether by way of payment in advance or otherwise, against any liability or
     loss which it may incur in complying with the instructions of the Majority
     Lenders.

24.7 Responsibility

(a)  No Administrative Party is responsible to any other Finance Party for the
     adequacy, accuracy or completeness of:

     (i)  any Finance Document or any other document; or

     (ii) any statement or information (whether written or oral) made in or
          supplied in connection with any Finance Document.

(b)  Without affecting the responsibility of any Obligor for information
     supplied by it or on its behalf in connection with any Finance Document,
     each Lender confirms that it:

     (i)  has made, and will continue to make, its own independent appraisal of
          all risks arising under or in connection with the Finance Documents
          (including the financial condition and affairs of each Obligor and its
          related entities and the nature and extent of any recourse against any
          Party or its assets); and

     (ii) has not relied exclusively on any information provided to it by any
          Administrative Party in connection with any Finance Document.

24.8 Exclusion of liability

(a)  The Facility Agent is not liable or responsible to any other Finance Party
     for any action taken or not taken by it in connection with any Finance
     Document, unless directly caused by its gross negligence or wilful
     misconduct.

(b)  No Party (other than the Facility Agent) may take any proceedings against
     any officer, employee or agent of the Facility Agent in respect of any
     claim it might have against the Facility Agent or in respect of any act or
     omission of any kind by that officer, employee or agent in connection with
     any Finance Document. Any officer, employee or agent of the Facility Agent
     may rely on this Subclause and enforce its terms under the Contracts
     (Rights of Third Parties) Act 1999.

24.9 Default

(a)  The Facility Agent is not obliged to monitor or enquire whether a Default
     has occurred. The Facility Agent is not deemed to have knowledge of the
     occurrence of a Default.

(b)  If the Facility Agent:

     (i)  receives notice from a Party referring to this Agreement, describing a
          Default and stating that the event is a Default; or

     (ii) is aware of the non-payment of any principal or interest or any fee
          payable to a Lender under this Agreement,

     it must promptly notify the Lenders.

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24.10 Information

(a)  The Facility Agent must promptly forward to the person concerned the
     original or a copy of any document which is delivered to the Facility Agent
     by a Party for that person.

(b)  Except where a Finance Document specifically provides otherwise, the
     Facility Agent is not obliged to review or check the adequacy, accuracy or
     completeness of any document it forwards to another Party.

(c)  Except as provided above, the Facility Agent has no duty:

     (i)  either initially or on a continuing basis to provide any Lender with
          any credit or other information concerning the risks arising under or
          in connection with the Finance Documents (including any information
          relating to the financial condition or affairs of any Obligor or its
          related entities or the nature or extent of recourse against any Party
          or its assets) whether coming into its possession before, on or after
          the date of this Agreement; or

     (ii) unless specifically requested to do so by a Lender in accordance with
          a Finance Document, to request any certificate or other document from
          any Obligor.

(d)  In acting as the Facility Agent, the agency division of the Facility Agent
     is treated as a separate entity from its other divisions and departments.
     Any information acquired by the Facility Agent which, in its opinion, is
     acquired by it otherwise than in its capacity as the Facility Agent may be
     treated as confidential by the Facility Agent and will not be treated as
     information possessed by the Facility Agent in its capacity as such.

(e)  The Facility Agent is not obliged to disclose to any person any
     confidential information supplied to it by or on behalf of a member of the
     Group solely for the purpose of evaluating whether any waiver or amendment
     is required in respect of any term of the Finance Documents.

(f)  Each Obligor irrevocably authorises the Facility Agent to disclose to the
     other Finance Parties any information which, in its opinion, is received by
     it in its capacity as the Facility Agent. No Lender may request to see the
     Syndication Side-Letter or any Fee Letter.

24.11 Indemnities

(a)  Without limiting the liability of any Obligor under the Finance Documents,
     each Lender must indemnify the Facility Agent for that Lender's Pro Rata
     Share of any loss or liability incurred by the Facility Agent in acting as
     the Facility Agent under the Finance Documents, except to the extent that
     the loss or liability is caused by the Facility Agent's gross negligence or
     wilful misconduct.

(b)  The Facility Agent may deduct from any amount received by it for a Lender
     any amount due to the Facility Agent from that Lender under a Finance
     Document but unpaid.

24.12 Compliance

     Each Administrative Party may refrain from doing anything (including
     disclosing any information) which might, in its opinion, constitute a
     breach of any law or regulation or be otherwise actionable at the suit of
     any person, and may do anything which, in its opinion, is necessary or
     desirable to comply with any law or regulation.

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24.13 Resignation of the Facility Agent

(a)  The Facility Agent may resign and appoint any of its Affiliates as
     successor Facility Agent by giving notice to the Lenders and the Company.

(b)  Alternatively, the Facility Agent may resign by giving notice to the
     Lenders and the Company, in which case the Majority Lenders may appoint a
     successor Facility Agent.

(c)  If no successor Facility Agent has been appointed under paragraph (b) above
     within 30 days after notice of resignation was given, the Facility Agent
     may appoint a successor Facility Agent.

(d)  The person(s) appointing a successor Facility Agent must, if practicable,
     consult with the Company prior to the appointment. Any successor Facility
     Agent must have an office in the U.K.

(e)  The resignation of the Facility Agent and the appointment of any successor
     Facility Agent will both become effective only when the successor Facility
     Agent notifies all the Parties that it accepts its appointment. On giving
     the notification, the successor Facility Agent will succeed to the position
     of the Facility Agent and the term Facility Agent will mean the successor
     Facility Agent.

(f)  The retiring Facility Agent must, at its own cost, make available to the
     successor Facility Agent such documents and records and provide such
     assistance as the successor Facility Agent may reasonably request for the
     purposes of performing its functions as the Facility Agent under the
     Finance Documents.

(g)  Upon its resignation becoming effective, this Clause will continue to
     benefit the retiring Facility Agent in respect of any action taken or not
     taken by it in connection with the Finance Documents while it was the
     Facility Agent, and, subject to paragraph (f) above, it will have no
     further obligations under any Finance Document.

(h)  The Majority Lenders may, by notice to the Facility Agent, require it to
     resign under paragraph (b) above.

24.14 Relationship with Lenders

(a)  The Facility Agent may treat each Lender as a Lender, entitled to payments
     under this Agreement and as acting through its Facility Office(s) until it
     has received not less than five Business Days' prior notice from that
     Lender to the contrary.

(b)  The Facility Agent may at any time, and must if requested to do so by the
     Majority Lenders, convene a meeting of the Lenders.

(c)  The Facility Agent must keep a register of all the Parties and supply any
     other Party with a copy of the register on request. The register will
     include each Lender's Facility Office(s) and contact details for the
     purposes of this Agreement.

24.15 Facility Agent's management time

     If the Facility Agent requires, any amount payable to the Facility Agent by
     any Party under any indemnity or in respect of any costs or expenses
     incurred by the Facility Agent under the Finance Documents after the date
     of this Agreement may include the cost of using its management time or
     other resources and will be calculated on the basis of such reasonable

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     daily or hourly rates as the Facility Agent may notify to the relevant
     Party. This is in addition to any amount in respect of fees or expenses
     paid or payable to the Facility Agent under any other term of the Finance
     Documents.

24.16 Notice period

     Where this Agreement specifies a minimum period of notice to be given to
     the Facility Agent, the Facility Agent may, at its discretion, accept a
     shorter notice period.

25.  EVIDENCE AND CALCULATIONS

25.1 Accounts

     Accounts maintained by a Finance Party in connection with this Agreement
     are prima facie evidence of the matters to which they relate for the
     purpose of any litigation or arbitration proceedings.

25.2 Certificates and determinations

     Any certification or determination by a Finance Party of a rate or amount
     under the Finance Documents will be, in the absence of manifest error,
     conclusive evidence of the matters to which it relates.

25.3 Calculations

     Any interest or fee accruing under this Agreement accrues from day to day
     and is calculated on the basis of the actual number of days elapsed and a
     year of 360 or 365 days or otherwise, depending on what the Facility Agent
     determines is market practice.

26.  FEES

26.1 Facility Agent's fee

     The Company must pay to the Facility Agent for its own account an agency
     fee in the manner agreed in the Fee Letter between the Facility Agent and
     the Company.

26.2 Arrangement fee

     The Company must pay to the Arrangers for their own account an arrangement
     fee in the manner agreed in the Fee Letter between the Arrangers and the
     Company.

26.3 Commitment fee

(a)  Subject to paragraph (b), the Original Dollar Borrower must pay a
     commitment fee computed at the rate of 40 per cent. of the applicable
     Margin per annum on the undrawn, uncancelled amount of each Lender's
     Commitment.

(b)  Until the conditions precedent in Clause 4.3 (Conditions precedent for
     Unsecured Loans) are satisfied, the Original Dollar Borrower must only pay
     a commitment fee computed at the rate of 25 per cent. of the applicable
     Margin per annum on the undrawn, uncancelled amount of each Lender's
     Unsecured Commitments.

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(c)  Accrued commitment fee is payable from 24th February, 2003 and is payable
     quarterly in arrears. Accrued commitment fee is also payable to the
     Facility Agent for a Lender on the date its Commitment is cancelled in
     full.

26.4 Utilisation fee

(a)  The Original Dollar Borrower must pay to the Facility Agent for each Lender
     a utilisation fee computed at the rate of:

       (i) for each day on which the aggregate amount of the Credits equals or
           exceeds (euro)883,333,333 but is less than (euro)1,766,666,667, 0.25
           per cent. per annum; and

      (ii) for each day on which the aggregate amount of the Credits equals or
           exceeds(euro)1,766,666,667, 0.5 per cent. per annum.

(b)  Utilisation fee is payable on the amount of each Lender's share in the
     Credits.

(c)  Accrued utilisation fee is payable quarterly in arrear. Accrued utilisation
     fee is also payable to the Facility Agent for a Lender on the date that its
     Commitment is cancelled and its share in the Credits prepaid or repaid in
     full.

27.  INDEMNITIES AND BREAK COSTS

27.1 Currency indemnity

(a)  Each Borrower must, as an independent obligation, indemnify each Finance
     Party against any loss or liability which that Finance Party incurs as a
     consequence of:

       (i) that Finance Party receiving an amount in respect of an Obligor's
           liability under the Finance Documents; or

      (ii) that liability being converted into a claim, proof, judgment or
           order,

     in a currency other than the currency in which the amount is expressed to
     be payable under the relevant Finance Document.

(b)  Unless otherwise required by law, each Obligor waives any right it may have
     in any jurisdiction to pay any amount under the Finance Documents in a
     currency other than that in which it is expressed to be payable.

27.2 Other indemnifies

(a)  Each Borrower must indemnify each Finance Party against any loss or
     liability which that Finance Party incurs as a consequence of:

       (i) the occurrence of any Event of Default;

      (ii) any failure by an Obligor to pay any amount due under a Finance
           Document on its due date, including any resulting from any
           distribution or redistribution of any amount among the Lenders under
           this Agreement;

     (iii) (other than by reason of negligence or default by that Finance Party)
           a Credit not being made after a Request has been delivered for that
           Credit; or

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      (iv) a Credit (or part of a Credit) not being prepaid in accordance with a
           notice of prepayment.

     Each Borrower's liability in each case includes any loss or expense on
     account of funds borrowed, contracted for or utilised to fund any amount
     payable under any Finance Document, any amount repaid or prepaid or any
     Credit.

(b)  Each Borrower must indemnify the Facility Agent against any loss or
     liability incurred by the Facility Agent as a result of:

       (i) investigating any event which the Facility Agent reasonably believes
           to be a Default; or

      (ii) acting or relying on any notice which the Facility Agent reasonably
           believes to be genuine, correct and appropriately authorised.

27.3 Further Indemnity

     Each Obligor shall indemnify and agree to hold harmless each Relevant
     Person on the terms set out in Schedule 10. For those purposes, and for the
     purpose of Schedule 10, a Relevant Person means any Finance Party and any
     of their respective directors, officers, partners, employees, agents,
     advisers or Affiliates. The provisions of this Clause 27.3 shall survive
     any termination or lapse of this Agreement or repayment or cancellation in
     full in respect of the Facilities.

27.4 Break Costs

(a)  Each Borrower must pay to each Lender its Break Costs.

(b)  Break Costs are the amount (if any) determined by the relevant Lender by
     which:

       (i) the interest which that Lender would have received for the period
           from the date of receipt of any part of its share in a Loan or an
           overdue amount to the last day of the applicable Term for that Loan
           or overdue amount if the principal or overdue amount received had
           been paid on the last day of that Term;

     exceeds

      (ii) the amount which that Lender would be able to obtain by placing an
           amount equal to the amount received by it on deposit with a leading
           bank in the appropriate interbank market for a period starting on the
           Business Day following receipt and ending on the last day of the
           applicable Term.

(c)  Each Lender must supply to the Facility Agent for the relevant Borrower
     details of the amount of any Break Costs claimed by it under this
     Subclause.

28.  EXPENSES

28.1 Initial costs

     Each Borrower must pay to each Administrative Party the amount of all costs
     and expenses (including legal fees) incurred by it in connection with the
     negotiation, preparation, printing, execution and syndication of the
     Finance Documents.

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28.2 Subsequent costs

     Each Borrower must pay to the Facility Agent the amount of all costs and
     expenses (including legal fees) reasonably incurred by it in connection
     with:

     (a)  the negotiation, preparation, printing and execution of any Finance
          Document (other than a Transfer Certificate) executed after the date
          of this Agreement; and

     (b)  any amendment, waiver or consent requested by or on behalf of an
          Obligor or specifically allowed by this Agreement.

28.3 Enforcement costs

     Each Borrower must pay to each Finance Party the amount of all costs and
     expenses (including legal fees) incurred by it in connection with the
     enforcement of, or the preservation of any rights under, any Finance
     Document.

29.  AMENDMENTS AND WAIVERS

29.1 Procedure

(a)  Except as provided in this Clause, any term of the Finance Documents may be
     amended or waived with the agreement of the Company and the Majority
     Lenders. The Facility Agent may effect, on behalf of any Finance Party, an
     amendment or waiver allowed under this Clause.

(b)  The Facility Agent must promptly notify the other Parties of any amendment
     or waiver effected by it under paragraph (a) above. Any such amendment or
     waiver is binding on all the Parties.

29.2 Exceptions

(a)  An amendment or waiver which relates to:

        (i) the definition of Majority Lenders in Clause 1.1 (Definitions);

       (ii) an extension of the date of payment of any amount to a Lender under
            the Finance Documents;

      (iii) a reduction in the Margin or a reduction in the amount of any
            payment of principal, interest, fee or other amount payable to a
            Lender under the Finance Documents;

       (iv) an increase in, or an extension of, a Commitment or the Total
            Commitments;

        (v) a release of an Obligor;

       (vi) a term of a Finance Document which expressly requires the consent of
            each Lender;

      (vii) the right of a Lender to assign or transfer its rights or
            obligations under the Finance Documents; or

     (viii) this Clause,

     may only be made with the consent of all the Lenders.

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(b)  An amendment or waiver which relates to the rights or obligations of an
     Administrative Party may only be made with the consent of that
     Administrative Party.

29.3 Change of currency

     If a change in any currency of a country occurs (including where there is
     more than one currency or currency unit recognised at the same time as the
     lawful currency of a country), the Finance Documents will be amended to the
     extent the Facility Agent (acting reasonably and after consultation with
     the Company) determines is necessary to reflect the change.

29.4 Waivers and remedies cumulative

     The rights of each Finance Party under the Finance Documents:

     (a)  may be exercised as often as necessary;

     (b)  are cumulative and not exclusive of its rights under the general law;
          and

     (c)  may be waived only in writing and specifically.

     Delay in exercising or non-exercise of any right is not a waiver of that
     right.

30.  CHANGES TO THE PARTIES

30.1 Assignments and transfers by Obligors

     No Obligor may assign or transfer any of its rights and obligations under
     the Finance Documents without the prior consent of all the Lenders.

30.2 Assignments and transfers by Lenders

(a)  A Lender (the Existing Lender) may at any time assign or transfer
     (including by way of novation) any of its rights and obligations under this
     Agreement to any other bank or financial institution or to a trust fund or
     other entity which is regularly engaged in or established for the purpose
     of making, purchasing or investing in loans, securities or other financial
     assets (the New Lender) provided that, if at that time it is a requirement
     of Dutch law, the New Lender is a Professional Market Party.

(b)    (i) If, on the date of an assignment or transfer, it is a requirement of
           Dutch law that a New Lender must be a Professional Market Party,
           each Dutch Borrower must make the representation set out in paragraph
          (ii) below.

      (ii) On the date that a New Lender becomes party to this Agreement as a
           Lender that Lender represents and warrants that on that date it is
           either:

           (A) a Professional Market Party under the Dutch Exemption Regulation;
               or

           (B)  exempted from the requirement to be a Professional Market Party
                because it forms part of a closed circle (gesloten kring) with
                the relevant Dutch Borrower.

(c)  A transfer of obligations will be effective only if either:

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       (i) each Dutch Borrower has complied with the requirements of paragraph
           (b) above, if applicable; and

      (ii) the obligations are novated in accordance with the following
           provisions of this Clause; or

     (iii) the New Lender confirms to the Facility Agent and the Company in form
           and substance satisfactory to the Facility Agent that it is bound by
           the terms of this Agreement as a Lender. On the transfer becoming
           effective in this manner the Existing Lender will be released from
           its obligations under this Agreement to the extent that they are
           transferred to the New Lender.

(d)  Unless the Facility Agent otherwise agrees, the New Lender (unless it is an
     Affiliate of the Existing Lender) must pay to the Facility Agent for its
     own account, on or before the date any assignment or transfer occurs, a fee
     of (euro)2,000.

(e)  Any reference in this Agreement to a Lender includes a New Lender but
     excludes a Lender if no amount is or may be owed to or by it under this
     Agreement.

30.3 Procedure for transfer by way of novations

(a)  In this Subclause:

     Transfer Date means, for a Transfer Certificate, the later of:

       (i) the proposed Transfer Date specified in that Transfer Certificate;
           and

      (ii) the date on which the Facility Agent executes that Transfer
           Certificate.

(b)  A novation is effected if:

       (i) the Existing Lender and the New Lender deliver to the Facility Agent
           a duly completed Transfer Certificate; and

      (ii) the Facility Agent executes it.

     The Facility Agent must execute as soon as reasonably practicable a
     Transfer Certificate delivered to it and which appears on its face to be in
     order.

(c)  Each Party (other than the Existing Lender and the New Lender) irrevocably
     authorises the Facility Agent to execute any duly completed Transfer
     Certificate on its behalf.

(d)  On the Transfer Date:

       (i) the New Lender will assume the rights and obligations of the Existing
           Lender expressed to be the subject of the novation in the Transfer
           Certificate in substitution for the Existing Lender; and

      (ii) the Existing Lender will be released from those obligations and cease
           to have those rights.

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30.4 Limitation of responsibility of Existing Lender

(a)  Unless expressly agreed to the contrary, an Existing Lender is not
     responsible to a New Lender for the legality, validity, adequacy, accuracy,
     completeness or performance of:

     (i)  any Finance Document or any other document; or

     (ii) any statement or information (whether written or oral) made in or
          supplied in connection with any Finance Document,

     and any representations or warranties implied by law are excluded.

(b)  Each New Lender confirms to the Existing Lender and the other Finance
     Parties that it:

     (i)  has made, and will continue to make, its own independent appraisal of
          all risks arising under or in connection with the Finance Documents
          (including the financial condition and affairs of each Obligor and its
          related entities and the nature and extent of any recourse against any
          Party or its assets) in connection with its participation in this
          Agreement; and

     (ii) has not relied exclusively on any information supplied to it by the
          Existing Lender in connection with any Finance Document.

(c)  Nothing in any Finance Document requires an Existing Lender to:

     (i)  accept a re-transfer from a New Lender of any of the rights and
          obligations assigned or transferred under this Clause; or

     (ii) support any losses incurred by the New Lender by reason of the
          non-performance by any Obligor of its obligations under any Finance
          Document or otherwise.

30.5 Costs resulting from change of Lender or Facility Office

     If:

     (a)  a Lender assigns or transfers any of its rights and obligations under
          the Finance Documents or changes its Facility Office; and

     (b)  as a result of circumstances existing at the date the assignment,
          transfer or change occurs, an Obligor would be obliged to pay a Tax
          Payment or an Increased Cost,

     then, unless the assignment, transfer or change is made by a Lender to
     mitigate any circumstances giving rise to the Tax Payment, Increased Cost
     or a right to be prepaid and/or cancelled by reason of illegality, the
     Obligor need only pay that Tax Payment or Increased Cost to the same extent
     that it would have been obliged to if no assignment, transfer or change had
     occurred.

30.6 Additional  Obligors

(a)  If the Facility Agent requests to the Company that one of the wholly-owned
     Subsidiaries of the Company becomes an Additional Obligor, then if the
     Subsidiary is Giant Food Stores, LLC, Tops Markets LLC, Ahold USA Holdings,
     Inc. and Giant Foods, LLC then the Company must, and in the case of any
     other Subsidiary, provided that a borrowing by that Subsidiary under this
     Agreement does not have a material adverse effect on the Group as a

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     whole, the Company must no later than 14 days (or if more, within the
     shortest available period in compliance with applicable law and
     regulations) after such a request deliver to the Facility Agent the
     relevant documents and evidence listed in Part 3 of Schedule 2 (Conditions
     precedent documents) in respect of the proposed Additional Obligor. The
     Facility Agent will specify in its request the capacity in which that
     Additional Obligor is to accede to this Agreement or the other Finance
     Document and the Facility/ies in respect of which it will be a Borrower
     and/or a Guarantor. The Facility Agent may not request that the Original
     Euro Borrower guarantees or secures the obligation of any Dollar Borrower.

(b)  The relevant Subsidiary will become an Additional Obligor when the Facility
     Agent notifies the other Finance Parties and the Company that it has
     received all of the documents and evidence referred to in paragraph (a)
     above in form and substance satisfactory to it. The Facility Agent must
     give this notification as soon as reasonably practicable.

(c)  Delivery of an Accession Agreement, executed by the relevant Subsidiary and
     the Company, to the Facility Agent constitutes confirmation by that
     Subsidiary and the Company that the Repeating Representations are then
     correct.

30.7 Resignation of an Obligor (other than the Company)

(a)  In this Subclause, Resignation Request means a letter in the form of
     Schedule 8 (Form of Resignation Request), with such amendments as the
     Facility Agent may approve or reasonably require.

(b)  The Company may request that an Obligor (other than the Company) ceases to
     be an Obligor by giving to the Facility Agent a duly completed Resignation
     Request.

(c)  The Facility Agent must accept a Resignation Request and notify the Company
     and the Lenders of its acceptance if:

       (i) the Lenders have consented to the Resignation Request;

      (ii) it is not aware that a Default is outstanding or would result from
           the acceptance of the Resignation Request; and

     (iii) no amount owed or guaranteed by that Obligor under this Agreement is
           still outstanding.

(d)  The Obligor will cease to be a Borrower and/or a Guarantor, as appropriate,
     when the Facility Agent gives the notification referred to in paragraph (c)
     above.

(e)  An Obligor (other than the Company) may also cease to be an Obligor in any
     other manner approved by the Majority Lenders.

30.8 Changes to the Reference Banks

     If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of
     which it is an Affiliate) ceases to be a Lender, the Facility Agent must
     (in consultation with the Company) appoint another Lender or an Affiliate
     of a Lender to replace that Reference Bank.

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30.9 Affiliates of Lenders

(a)  Each Lender may fulfil its obligations in respect of any Credit through an
     Affiliate if:

     (i)  the relevant Affiliate is specified in this Agreement as a Lender or
          becomes a Lender by means of a Transfer Certificate in accordance with
          this Agreement; and

     (ii) the Credits in which that Affiliate will participate are specified in
          this Agreement or in a notice given by that Lender to the Facility
          Agent and the Company.

     In this event, the Lender and the Affiliate will participate in Credits in
     the manner provided for in sub-paragraph (ii) above.

(b)  If paragraph (a) above applies, the Lender and its Affiliate will be
     treated as having a single Commitment and a single vote, but, for all other
     purposes, will be treated as separate Lenders.

31.  DISCLOSURE OF INFORMATION

(a)  Each Finance Party must keep confidential any information supplied to it by
     or on behalf of any Obligor in connection with the Finance Documents.
     However, a Finance Party is entitled to disclose information:

        (i) which is publicly available, other than as a result of a breach by
            that Finance Party of this Clause;

       (ii) in connection with any legal or arbitration proceedings;

      (iii) if required to do so under any law or regulation;

       (iv) to a governmental, banking, taxation or other regulatory authority;

        (v) to its professional advisers;

       (vi) to the extent allowed under paragraph (b) below;

      (vii) to another Obligor; or

     (viii) with the agreement of the relevant Obligor.

(b)  A Finance Party may disclose to an Affiliate or any person with whom it may
     enter, or has entered into, any kind of transfer, participation or other
     agreement in relation to this Agreement (a participant):

        (i) a copy of any Finance Document; and

       (ii) any information which that Finance Party has acquired under or in
            connection with any Finance Document.

     However, before a participant may receive any confidential information, it
     must agree with the relevant Finance Party to keep that information
     confidential on the terms of paragraph (a) above.

(c)  This Clause supersedes any previous confidentiality undertaking given by a
     Finance Party in connection with this Agreement prior to it becoming a
     Party.

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32.  SET-OFF

     A Finance Party may set off any matured obligation owed to it by an Obligor
     under the Finance Documents (to the extent beneficially owned by that
     Finance Party) against any obligation (whether or not matured) owed by that
     Finance Party to that Obligor, regardless of the place of payment, booking
     branch or currency of either obligation. If the obligations are in
     different currencies, the Finance Party may convert either obligation at a
     market rate of exchange in its usual course of business for the purpose of
     the set-off.

33.  PRO RATA SHARING

33.1 Redistribution

     If any amount owing by an Obligor under this Agreement to a Lender (the
     recovering Lender) is discharged by payment, set-off or any other manner
     other than through the Facility Agent under this Agreement (a recovery),
     then:

     (a)  the recovering Lender must, within three Business Days, supply details
          of the recovery to the Facility Agent;

     (b)  the Facility Agent must calculate whether the recovery is in excess of
          the amount which the recovering Lender would have received if the
          recovery had been received by the Facility Agent under this Agreement;
          and

     (c)  the recovering Lender must pay to the Facility Agent an amount equal
          to the excess (the redistribution).

33.2 Effect of redistribution

(a)  The Facility Agent must treat a redistribution as if it were a payment by
     the relevant Obligor under this Agreement and distribute it among the
     Lenders, other than the recovering Lender, accordingly.

(b)  When the Facility Agent makes a distribution under paragraph (a) above, the
     recovering Lender will be subrogated to the rights of the Finance Parties
     which have shared in that redistribution.

(c)  If and to the extent that the recovering Lender is not able to rely on any
     rights of subrogation under paragraph (b) above, the relevant Obligor will
     owe the recovering Lender a debt which is equal to the redistribution,
     immediately payable and of the type originally discharged.

(d)  If:

     (i)  a recovering Lender must subsequently return a recovery, or an amount
          measured by reference to a recovery, to an Obligor; and

     (ii) the recovering Lender has paid a redistribution in relation to that
          recovery,

     each Finance Party must reimburse the recovering Lender all or the
     appropriate portion of the redistribution paid to that Finance Party,
     together with interest for the period while it held the re-distribution. In
     this event, the subrogation in paragraph (b) above will operate in reverse
     to the extent of the reimbursement.

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     33.3 Exceptions

     Notwithstanding any other term of this Clause, a recovering Lender need not
     pay a redistribution to the extent that:

     (a)  it would not, after the payment, have a valid claim against the
          relevant Obligor in the amount of the redistribution; or

     (b)  it would be sharing with another Finance Party any amount which the
          recovering Lender has received or recovered as a result of legal or
          arbitration proceedings, where:

           (i) the recovering Lender notified the Facility Agent of those
               proceedings; and

          (ii) the other Finance Party had an opportunity to participate in
               those proceedings but did not do so or did not take separate
               legal or arbitration proceedings as soon as reasonably
               practicable after receiving notice of them.

34.  SEVERABILITY

     If a term of a Finance Document is or becomes illegal, invalid or
     unenforceable in any jurisdiction, that will not affect:

     (a)  the legality, validity or enforceability in that jurisdiction of any
          other term of the Finance Documents; or

     (b)  the legality, validity or enforceability in other jurisdictions of
          that or any other term of the Finance Documents.

35.  COUNTERPARTS

     Each Finance Document may be executed in any number of counterparts. This
     has the same effect as if the signatures on the counterparts were on a
     single copy of the Finance Document.

36.  NOTICES

36.1 In writing

(a)  Any communication in connection with a Finance Document must be in writing
     and, unless otherwise stated, may be given:

     (i)  in person, by post, fax, e-mail or any other electronic communication
          approved by the Facility Agent; or

     (ii) if between the Facility Agent and a Lender and the Facility Agent and
          the Lender agree, by e-mail or other electronic communication.

(b)  For the purpose of the Finance Documents, an electronic communication will
     be treated as being in writing.

(c)  Unless it is agreed to the contrary, any consent or agreement required
     under a Finance Document must be given in writing.

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36.2 Contact details

(a)  Except as provided below, the contact details of each Party for all
     communications in connection with the Finance Documents are those notified
     by that Party for this purpose to the Facility Agent on or before the date
     it becomes a Party.

(b)  The contact details of the Company for this purpose are:

     Address:          Albert Heijnweg 1
                       1507 EH Zaandam
                       The Netherlands
     Fax number:       +31 75 65 983 66
     E-mail:           ton-van.tielraden@ahold.com
     Attention:        General counsel.

     With copy to:     Koninklijke Ahold N.V., Geneva Branch
                       2, Rue Jean-Petitot
                       1204 Geneva
                       Switzerland
     Fax number:       +41 22 592 8034
     E-mail:           kimberly.ross@ahold.com
     Attention:        Treasurer

(c)  The contact details of the Facility Agent for this purpose are:

     Address:          ING Bank N.V.
                       Syndicated Loans Agency

                       For courier matters:
                       Bijlmerplein 888
                       Location code HE 03.02
                       1102 MG Amsterdam
                       The Netherlands

                       For other mail matters:
                       P.O. Box 1800
                       Location code HE 03.02
                       1000 BV Amsterdam
                       The Netherlands
     Fax number:       +31 205768782
     E-mail:           ger.schinning@ingbank.com/kenneth.van.coblijn@ingbank.com
     Attention:         Ger Schinning and/or Kenneth van Coblijn

(d)  Any Party may change its contact details by giving five Business Days'
     notice to the Facility Agent or (in the case of the Facility Agent) to the
     other Parties.

(e)  Where a Party nominates a particular department or officer to receive a
     communication, a communication will not be effective if it fails to specify
     that department or officer.

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36.3 Effectiveness

(a)  Except as provided below, any communication in connection with a Finance
     Document will be deemed to be given as follows:

       (i) if delivered in person, at the time of delivery;

      (ii) if posted, five days after being deposited in the post, postage
           prepaid, in a correctly addressed envelope;

     (iii) if by fax, when received in legible form; and

      (iv) if by e-mail or any other electronic communication, when received in
           legible form.

(b)  A communication given under paragraph (a) above but received on a
     non-working day or after business hours in the place of receipt will only
     be deemed to be given on the next working day in that place.

(c)  A communication to the Facility Agent will only be effective on actual
     receipt by it.

36.4 Obligors

(a)  All communications under the Finance Documents to or from an Obligor must
     be sent through the Facility Agent.

(b)  All communications under the Finance Documents to or from an Obligor (other
     than the Company) must be sent through the Company.

(c)  Each Obligor (other than the Company) irrevocably appoints the Company to
     act as its agent:

       (i) to give and receive all communications under the Finance Documents;

      (ii) to supply all information concerning itself to any Finance Party; and

     (iii) to sign all documents under or in connection with the Finance
           Documents.

(d)  Any communication given to the Company in connection with a Finance
     Document will be deemed to have been given also to the other Obligors.

(e)  The Facility Agent may assume that any communication made by the Company is
     made with the consent of each other Obligor.

37.  LANGUAGE

(a)  Any notice given in connection with a Finance Document must be in English.

(b)  Any other document provided in connection with a Finance Document must be:

       (i) in English; or

      (ii) (unless the Facility Agent otherwise agrees) accompanied by a
           certified English translation. In this case, the English translation
           prevails unless the document is a statutory or other official
           document.

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38.  GOVERNING LAW

     This Agreement is governed by English law.

39.  ENFORCEMENT

39.1 Jurisdiction

(a)  The English courts have exclusive jurisdiction to settle any dispute in
     connection with any Finance Document.

(b)  Notwithstanding paragraph (a) above, any New York State court or Federal
     court sitting in New York City also has jurisdiction to settle any dispute
     in connection with any Finance Document.

(c)  The English and New York courts are the most appropriate and convenient
     courts to settle any such dispute and each Obligor waives objection to
     those courts on the grounds of inconvenient forum or otherwise in relation
     to proceedings in connection with any Finance Document.

(d)  This Clause is for the benefit of the Finance Parties only. To the extent
     allowed by law, a Finance Party may take:

      (i) proceedings in any other court; and

     (ii) concurrent proceedings in any number of jurisdictions.

39.2 Service of process

(a)  Each Obligor not incorporated in England and Wales irrevocably appoints
     Hackwood Secretaries Limited as its agent under the Finance Documents for
     service of process in any proceedings before the English courts.

(b)  Each Obligor not incorporated in New York State irrevocably appoints CSC
     Corp. as its agent for service of process in any proceedings before any New
     York State courts.

(c)  If any person appointed as process agent is unable for any reason to act as
     agent for service of process, the Company (on behalf of all the Obligors)
     must immediately appoint another agent on terms acceptable to the Facility
     Agent. Failing this, the Facility Agent may appoint another agent for this
     purpose.

(d)  Each Obligor agrees that failure by a process agent to notify it of any
     process will not invalidate the relevant proceedings.

(e)  This Clause does not affect any other method of service allowed by law.

39.3 Waiver of immunity

     Each Obligor irrevocably and unconditionally:

     (a)  agrees not to claim any immunity from proceedings brought by a Finance
          Party against it in relation to a Finance Document and to ensure that
          no such claim is made on its behalf;

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     (b)  consents generally to the giving of any relief or the issue of any
          process in connection with those proceedings; and

     (c)  waives all rights of immunity in respect of it or its assets.

39.4 Waiver of trial by jury

     EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR
     CAUSE OF ACTION IN CONNECTION WITH ANY FINANCE DOCUMENT OR ANY TRANSACTION
     CONTEMPLATED BY ANY FINANCE DOCUMENT. THIS AGREEMENT MAY BE FILED AS A
     WRITTEN CONSENT TO TRIAL BY COURT.

This Agreement has been entered into on the date stated at the beginning of this
Agreement.

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                                   SCHEDULE 2

                         CONDITIONS PRECEDENT DOCUMENTS

                                     PART 1

                    TO BE DELIVERED BEFORE THE FIRST REQUEST

1.   Original Obligors

(a)  A copy of the constitutional documents of each Original Obligor and (where
     applicable) a certificate of good standing of each Original Obligor.

(b)  A copy of a resolution of the board of directors of each Original Obligor
     (and of each Non-Obligor entering into a Subordination Agreement) approving
     the terms of, and the transactions contemplated by, each Finance Document
     to which it is a party.

(c)  A specimen of the signature of each person authorised on behalf of an
     Original Obligor (and of each Non-Obligor entering into a Subordination
     Agreement) to execute or witness the execution of any Finance Document or
     to sign or send any document or notice in connection with any Finance
     Document.

(d)  A certificate of an authorised signatory of the Company certifying that
     each copy document specified in Part 1 of this Schedule is correct,
     complete and in full force and effect as at a date no earlier than the date
     of this Agreement.

(e)  Evidence that each agent of the Original Obligors (and of the Non-Obligors
     entering into a Subordination Agreement) under the Finance Documents for
     service of process in the U.K. and New York respectively has accepted its
     appointment.

2.   Dutch Obligors

(a)  A copy of a resolution of the managing board, supervisory board and
     shareholders in general meeting, as appropriate, of each Dutch Obligor (and
     of each Dutch Non-Obligor entering into a Subordination Agreement)
     approving the terms of, and the transactions contemplated by, the Finance
     Documents.

(b)  An unconditional positive (central) works council advice in respect of the
     transactions contemplated by the Finance Documents.

(c)  An extract of the registration of each Dutch Obligor (and of each Dutch
     Non-Obligor entering into a Subordination Agreement) in the trade register
     of the chamber of commerce.

3.   Security Documents etc.

(a)  The following Security Document(s) each duly executed by the parties to it:

     (i)  the U.S. Security and Pledge Agreement, comprising (among other
          things) pledges of intercompany receivables among the U.S. Obligors,
          pledge of the brand name "Stop & Shop" by S&S Brands, Inc. and
          security over 100 per cent. of the equity interests in:

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           (A)  The Stop & Shop Supermarket Company;

           (B)  Giant Food Stores, LLC USA;

           (C)  Tops Markets, LLC:

           (D)  Ahold U.S.A. Holdings, Inc.;

           (E)  Giant of Maryland, LLC U.S.A.;

           (F)  BI-LO, LLC;

           (G)  Ahold USA Inc.;

           (H)  Croesus, Inc.;

           (I)  Ahold Americas Holdings, Inc.;

           (J)  S&S Brands, Inc.;

      (ii) Dutch pledges over the shares (as to 100 per cent. unless stated
           otherwise) in:

           (A)  Schuitema N.V. (as to 73.2% only);

           (B)  Ahold Nederland B.V.;

           (C)  Simon de Wit B.V.;

           (D)  Albert Heijn B.V.;

           (E)  Etos B.V.;

           (F)  Gall & Gall B.V.; and

           (G)  Levensmiddelenindustrie Ahold B.V.

     (iii) Dutch pledges over inter-company receivables owed to each Obligor by
           other members of the Group (disclosed to an Obligor in respect of
           other Obligors) and undisclosed in respect of Non-Obligors;

      (iv) Dutch pledge over certain rights of intellectual property owned by
           Albert Heijn B.V.

(b)  Evidence of direct ownership by the Company of at least 73 per cent. of the
     Ordinary Shares of the issued and outstanding share capital of Schuitema
     N.V.

(c)  In the case of a U.S. Obligor:

       (i) an executed counterpart of the U.S. Security and Pledge Agreement;

      (ii) an executed counterpart of the U.S. Guarantee;

     (iii) a duly completed UCC-l financing statement with respect to such U.S.
           Obligor, to be filed in the appropriate office of the jurisdiction of
           organisation of such U.S. Obligor;

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      (iv) all share certificates evidencing any Pledged Equity Interests (as
           defined in the U.S. Security and Pledge Agreement), if any, held by
           such U.S. Obligor, together with duly executed, undated stock powers;
           and

       (v) all promissory notes or other Instruments (as defined in the U.S.
           Security and Pledge Agreement) evidencing any Pledged Intercompany
           Obligations (as defined in the U.S. Security and Pledge Agreement)
           held by such U.S. Obligor.

(d)  In the case of each Dutch entity over whose shares  security is being given
     under paragraph (a)(ii) above:

       (i) a copy of the constitutional documents of that entity;

      (ii) a copy of a resolution of the managing board, supervisory board and
           shareholders in general meeting, as appropriate, of that entity
           approving the terms of, and the transactions contemplated by, each
           Finance Document to which it is a party;

     (iii) an extract of the registration of that entity in the trade register
           of the chamber of commerce; and

      (iv) a specimen of the signature of each person authorised on behalf of
           that entity to execute or witness the execution of any Finance
           Document or to sign or send any document or notice in connection with
           any Finance Document.

(e)  Confirmation as to the ownership (together with supporting evidence) in
     respect of the brand names "Stop & Shop", "Tops", "Bi-Lo" and "Giant".

4.   Legal opinions

(a)  A legal opinion of:

       (i) White & Case, LLP, legal advisers in New York to the Original
           Obligors, addressed to the Finance Parties;

      (ii) De Brauw Blackstone Westbroek, legal advisers in the Netherlands to
           the Original Obligors, addressed to the Finance Parties; and

     (iii) Davis Polk & Wardwell, legal advisers in New York to the Arrangers
           and the Facility Agent, addressed to the Finance Parties; and

      (iv) General counsel to the Company.

(b)  Allen & Overy, legal advisers in England to the Arrangers and the Facility
     Agent addressed to the Finance Parties.

(c)  A legal opinion of Allen & Overy, legal advisers in the Netherlands to the
     Arrangers and the Facility Agent addressed to the Finance Parties.

5.   Other documents and evidence

(a)  Evidence that all fees and expenses then due and payable from the Company
     under the Finance Documents have been or will be paid by the first
     Utilisation Date.

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(b)  Evidence that the US$2 billion syndicated facility dated 18th July, 2002
     and the (euro)158 million facility provided by ABN AMRO Bank N.V. will be
     prepaid and cancelled in full on or by the first Utilisation Date.

(c)  Certification by the managing board of Albert Heijn B.V. of the level of
     its distributable reserves.

(d)  Documentation and evidence as to intercompany loans (including as to
     quantum) to be made or required to be repaid from any proceeds of the
     Facilities and any other intercompany loan to be secured or subordinated
     under the financing documents.

(e)  A duly executed original of:

       (i) this Agreement;

      (ii) each Subordination Agreement;

     (iii) each Security Document;

      (iv) each Fee Letter;

       (v) the Syndication Side-Letter; and

      (vi) each Request for all Credits intended to be utilised in the first
           fourteen days from and including the date of this Agreement delivered
           no later than the time agreed with the Facility Agent and (if prior
           to this Agreement being signed);

(f)  Certification by the managing board of the Company as to:

       (i) the maximum level of Financial Indebtedness of the Group which is
           capable of being secured (including confirmation as to the
           calculation method of determination);

      (ii) the level of Financial Indebtedness of the Group which is subject to
           prior existing Security Interests;

     (iii) the fact that the granting of the Security Interests pursuant to the
           Security Documents will not breach any contractual restriction on a
           member of the Group, including confirmation that, when the financial
           statements of the Group are restated (as envisaged at the date of
           this Agreement), such restatement is not reasonably expected to
           result in such a breach (in each case confirmed by the external
           legal counsel of the Company together with confirmation that the
           external legal counsel have been supplied with all relevant
           documents);

      (iv) no default, termination or prepayment trigger events (or requirement
           to provide security) arising or having arisen in respect of any
           existing indebtedness of the Group as a result of the utilisation of
           the Facilities or otherwise (including the grant of any of the
           security) (or confirming relevant exceptions, with details and
           quantum specified);

       (v) the accuracy of the management financial information provided in
           respect of The Stop & Shop Supermarket Company and Albert Heijn B.V.
           (together with matching certificates from an executive officer/board
           member) of those companies; and

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     (vi) the members of the Group which are creditors to the Obligors, with
          details of the relevant indebtedness.

(g)  A copy of the Deloitte & Touche management letter for the year ended
     31/12/01.

(h)  Solvency certificates in respect of each U.S. Obligor and Albert Heijn B.V.

(i)  A copy of the minutes of the four most recent supervisory and executive
     boards meetings for which minutes have been or will be prepared to be
     provided to the Arrangers on a read only basis provided that the Company
     shall not be obliged to give any information which is privileged.

(j)  A copy of the Original Financial Statements.

(k)  A certified copy of the corporate structure chart showing each Dutch and
     U.S. member of the Group.

(1)  The figures comprising the Company's capex budget for the financial year
     2003.

(m)  A copy of the latest liquidity plan.

(n)  A letter from the Company to the Facility Agent and the Arrangers giving
     details in respect of the accounting irregularities which occurred prior to
     24th February, 2003 in respect of the Group which will result in a
     qualification to the Group Financial Statements in respect of a period
     ending before 31st December, 2002.

(o)  Confirmation from the Company and each Borrower that after careful
     consideration it is satisfied that there are no accounting irregularities
     which affect it or any of its Subsidiaries accounts which are not disclosed
     under (n) above.

(p)  A copy of any other authorisation, approval or other document, opinion or
     assurance which the Facility Agent has notified the Company is necessary or
     desirable in connection with the entry into and performance of, and the
     transactions contemplated by, any Finance Document or for the validity and
     enforceability of any Finance Document.

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                                     PART 2

                              FOR AN UNSECURED LOAN

1.   DOCUMENTS AND EVIDENCE TO BE DELIVERED ON OR BEFORE 31st MAY, 2003

(a)  A copy of a liquidity plan for the period up to 31st December, 2003
     commencing on a date no earlier than 5 Business Days before the first drawn
     date for an Unsecured Loan approved in writing by the managing board of the
     Company, demonstrating adequate liquidity for the period up to 31st
     December, 2003.

(b)  A copy of the unqualified audited financial statements of each Borrower on
     a consolidated basis for the year ended 31st December, 2002 which must be
     substantially the same as the financial statements of each Borrower
     provided to the Arrangers before 24th February, 2003.

(c)  A copy of a management succession plan for the CEO and CFO of the Company.

(d)  Certification from the managing board of the Company that to the best of
     their knowledge:

       (i) there will be no qualification to the audited Group accounts for the
           year ended 31st December, 2002 under Dutch GAAP other than potential
           adjustments/qualifications disclosed to the Arrangers before 24th
           February, 2003;

      (ii) there will be no material adjustments to the accounts of any
           Subsidiary other than potential adjustments/qualifications disclosed
           to the Arrangers before 24th February, 2003; and

     (iii) there are no accounting or material legal irregularities other than
           those disclosed to the Facility Agent and the Arrangers in the letter
           referred to in paragraph 5(n) of Part 1 of Schedule 2.

(e)  A certification from the CEO of the Company confirming that the Company is
     not aware, after due and diligent enquiry and based on advice of
     independent professional advisers, of any undisclosed accounting or legal
     or regulatory irregularities.

2.   FURTHER DOCUMENTS AND EVIDENCE TO BE DELIVERED ON OR BEFORE 30TH JUNE, 2003

     A copy of the audited consolidated accounts of the Group for the year ended
     31st December, 2002 without any qualification by the auditors other than
     potential adjustments/qualifications in respect of matters disclosed to the
     Facility Agent and the Arrangers in the letter referred to in paragraph
     5(n) of Part 1 of Schedule 2.

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                                     PART 3

                            FOR AN ADDITIONAL OBLIGOR

1.   Additional Obligors

(a)  An Accession Agreement, duly executed by the Company and the Additional
     Obligor.

(b)  A copy of the constitutional documents of the Additional Obligor and (where
     applicable a certificate of good standing of the Additional Obligor).

(c)  A copy of a resolution of the board of directors of the Additional Obligor
     approving the terms of, and the transactions contemplated by, the Accession
     Agreement.

(d)  A specimen of the signature of each person authorised on behalf of the
     Additional Obligor to execute or witness the execution of any Finance
     Document or to sign or send any document or notice in connection with any
     Finance Document.

(e)  In the case of a Dutch Obligor:

       (i) A copy of a resolution of the managing board/supervisory
           board/shareholders in general meeting of the Additional Obligor
           approving the terms of, and transactions contemplated by, this
           Agreement.

      (ii) An unconditional positive works council advice (advies) in respect of
           the transactions contemplated by this Agreement.

     (iii) An extract of the registration of each Dutch Obligor in the trade
           register of the chamber of commerce.

(f)  A certificate of an authonsed signatory of the Additional Obligor
     certifying that each copy document specified in Part 3 of this Schedule is
     correct, complete and in full force and effect as at a date no earlier than
     the date of the Accession Agreement.

(g)  If available, a copy of the latest audited accounts of the Additional
     Obligor.

(h)  Evidence that each agent of the Additional Obligor under the Finance
     Documents for service of process in the U.K. and New York respectively has
     accepted its appointment.

2.   Security Document(s)

     Security Document(s) over its assets, as required by the Facility Agent,
     duly executed by the Additional Obligor together with all other notices,
     documents or evidence required by the Facility Agent in relation to each
     such Security Document.

3.   Legal opinions

(a)  If the Additional Obligor is incorporated in a jurisdiction other than
     England, a legal opinion from legal advisers in that jurisdiction,
     addressed to the Finance Parties.

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(b)  A legal opinion of Allen & Overy, legal advisers in England to the Facility
     Agent, addressed to the Finance Parties.

4.   Other documents and evidence

(a)  Evidence that all expenses due and payable from the Company under this
     Agreement in respect of the Accession Agreement have been paid.

(b)  A copy of any other authorisation or other document, opinion or assurance
     which the Facility Agent has notified the Company is necessary or desirable
     in connection with the entry into and performance of, and the transactions
     contemplated by, the Accession Agreement or for the validity and
     enforceability of any Finance Document.

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                                   SCHEDULE 10

                                    INDEMNITY

In the event that any Relevant Person becomes involved in any capacity in any
action, proceeding, or investigation brought by or against any person, including
shareholders of the Obligors arising out of, in connection with or as a result
of either the commitment or any other matter referred to in the Finance
Documents, the Facilities or the use or proposed use of the proceeds of the
Facilities, the Obligors agree on a joint and several basis periodically on
request to reimburse the Relevant Person for its legal and other expenses
(including the cost of any investigation and preparation) arising out of or
incurred in connection therewith. The Obligors also agree to co-operate with
each Relevant Person and to give, so far as they are able to procure the giving
of, all such information and render all such assistance to as the Relevant
Persons may reasonably request in connection with any such action, proceeding or
investigation and not to take any action which might be expected to prejudice
the position of a Relevant Person in relation to any such action, proceeding or
investigation without the consent of the Relevant Person concerned.

The Obligors also agree on a joint and several basis to indemnify and hold
harmless each Finance Party, for itself and as trustee for the other Relevant
Persons, against any and all losses, claims, damages or liabilities to any
person in connection with or as a result of either the commitment or any matter
referred to in the Finance Documents, the Facilities or the use or proposed use
of the proceeds of the Facilities and in particular (without limitation to the
generality of the foregoing) arising out of or in relation to or in connection
with any untrue statement (or alleged untrue statement) of a material fact
contained in any preliminary or final offering materials or information
memorandum prepared in connection with the Facilities (including, without
limitation, any preliminary summary of the Facilities prepared by the Arrangers
and approved by the Company) or any filings with or submissions to any
governmental or self regulatory authority or agency or securities exchange or
caused by an omission (or alleged omission) to state therein a material fact
necessary to make the statements therein in the light of the circumstances under
which they are made, not misleading, except to the extent that any such loss,
claim, damage or liability is found by a court of competent jurisdiction in a
final non-appealable judgment to have arisen from the gross negligence or wilful
misconduct of the Relevant Person in performing the services that are the
subject of the Finance Documents.

The Obligors also agree that the Relevant Persons shall not have any liability
including (for the avoidance of doubt) but not limited to, any direct, indirect,
incidental or consequential damages to the Obligors or any person asserting
claims on behalf of or in right of the Obligors arising out of or in connection
with or as a result of the commitment or any matter referred to in the Finance
Documents, the Facilities or the use or proposed use of the proceeds of the
Facilities, except to the extent that any losses, claims, damages, liabilities
or expenses incurred by the Qbligors or such person are found by a court of
competent jurisdiction to have arisen from the gross negligence or wilful
misconduct of the Relevant Person in performing the services that are the
subject of the Finance Documents, the Facilities or the use or proposed use of
the proceeds of the Facilities.

If any person is potentially entitled to indemnification under this Schedule 10
with respect to any action or proceeding brought by a third party that is also
brought against any of the Obligors, the relevant Obligors shall be entitled to
assume the defence of any such action or proceeding with counsel satisfactory to
the Relevant Person. Upon assumption by the relevant Obligor of the defence of
any such action or proceeding, the Relevant Person shall have the right to
participate in such action or proceeding and to retain its own counsel but the
relevant Obligor shall not be liable for any legal expenses of other counsel
incurred by such Relevant Person in connection with such defence unless (i) the
relevant Obligor shall have failed to employ counsel satisfactory to the
Relevant Person in a

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timely manner, or (ii) the Relevant Person shall have been advised by counsel
that there are actual or potential or conflicting interests between the relevant
Obligor and the Relevant Person, including situations in which there are one or
more legal defences available to the Relevant Person that are different from or
additional to those available to the relevant Obligor. The Obligors shall not
consent to the terms of any compromise or settlement of any action defended by
any Obligor in accordance with the foregoing without the prior consent of the
Relevant Person.

The Obligors agree with the Relevant Persons that the reimbursement, indemnity
and contribution obligations of the Obligors under this Schedule 10 will be in
addition to any liability which the Obligors may otherwise have, and shall be
binding on and inure to the benefit of any successors, assigns, heirs and
personal representatives of the Obligors, the Relevant Persons, any such
Affiliate and any such person.

Any Relevant Person may rely on this Schedule 10 and enforce its terms under the
Contracts (Rights of Third Parties) Act 1999.


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                                  SIGNATORIES


Company

KONINKLIJKE AHOLD N.

By: /s/ H. DE RUITER                         /s/ J. G. ANDREAE


Original Dollar Borrower

THE STOP & SHOP SUPERMARKET COMPANY

By: /s/ WILLIAM GRIZE


Original Euro Borrower

ALBERT HEIJN B.V.

By:   /s/   A.D. BOER                        /s/ J.L.M. SLIEPENBEEK


Original Dollar Guarantors

KONINKLIJKE AHOLD N.V.

By: /s/ H. DE RUITER                         /s/ J.G. ANDREAE


AHOLD USA B.V.

By: /s/ H. DE RUITER                         /s/ J.G. ANDREAE

as authorised signatory for Koninklijke Ahold N.V.


AHOLD AMERICAS HOLDINGS, INC.

By: /s/ BRIAN W HOTAREK


CROESUS, INC.

By: /s/ BRIAN W HOTAREK

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<PAGE>

AHOLD U.S.A., INC.

By:  /s/ BRIAN W HOTAREK


AHOLD U.S.A. HOLDINGS, INC.

By:  /s/ BRIAN W HOTAREK


GIANT-CARLISLE HOLDING, LLC

By:  /s/ BRIAN W HOTAREK


BI-LO HOLDING, LLC

By:   Ahold U.S.A. Holdings, Inc., its sole member
Name: /s/ BRIAN W HOTAREK
Title:

TOPS HOLDINGS, LLC

By:   Ahold U.S.A. Holdings, Inc., its sole member
Name: /s/ BRIAN W HOTAREK
Title:


GIANT FOOD, LLC

By:   Ahold U.S.A. Holdings, Inc., its sole member
Name: /s/ BRIAN W HOTAREK
Title:


S&S BRANDS, INC.

By:  /s/ BRIAN W HOTAREK


SSC INVESTMENTS, LLC.

By: /s/ BRIAN W HOTAREK

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<PAGE>

Original Euro Guarantors

KONINKLIJKE AHOLD N.V.

By:  /s/ H. DE RUITER                         /s/ J.G. ANDREAE


AHOLD NEDERLAND B.V.

By:  /s/ H. DE RUITER                         /s/ J.G. ANDREAE

SIMON DE WIT B.V.

By:  /s/ H. DE RUITER                         /s/ J.G. ANDREAE

LEVENSMIDDELENINDUSTRIE AHOLD B.V.

By:  /s/ H. DE RUITER                         /s/ J.G. ANDREAE

THE STOP & SHOP SUPERMARKET COMPANY

By:  /s/ WILLIAM J. GRIZE


Arrangers

ABN AMRO BANK N.V.

By:  /s/ R. MEUTER                            /s/ G.A. VAN REISEN


GOLDMAN SACHS INTERNATIONAL

By:  /s/ S.C. PARRY-WINGFIELD


ING BANK N.V.

By:  /s/ K.J. WOLTERS                         /s/ A.J. KIBURG


J.P. MORGAN PLC

By:  /s/ S.E.  LILJA                          /s/ T. RADFORD

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

By: /s/ S.M.F. KLINKERT                   /s/ R.B. REEKERS


Original Lenders

ABN AMRO BANK N.V.

By: /s/ R. MEUTER                         /s/ G.A. VAN REISEN


GOLDMAN SACHS CREDIT PARTNERS, L.P.

By: /s/ S.C. PARRY-WINGFIELD


ING BANK N.V.

By: /s/ K.J. WOLTERS                      /s/ A.J. KIBURG


JP MORGAN CHASE BANK

By: /s/ S.E.LILJA                         /s/ TOBY RADFORD


COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.

By: /s/ S.M.F. KLINKERT                   /s/ R.B. REEKERS


Issuing Bank

ING BANK N.V.

By: /s/ K.J. WOLTERS                      /s/ A.J. KIBURG


Facility Agent

ING BANK N.V.

By: /s/ K.J. WOLTERS                      /s/ A.J. KIBURG




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