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                                                                     EXHIBIT 4.3

                                                                  EXECUTION COPY


                        AHOLD LEASE U.S.A., INC., Issuer
                        KONINKLIJKE AHOLD N.V., Guarantor

                            Pass Through Certificates

                          REGISTRATION RIGHTS AGREEMENT



                                                              New York, New York
                                                                January 26, 2001


Salomon Smith Barney Inc.
Morgan Stanley & Co. Incorporated
As Representatives of the Initial Purchasers
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Dear Sirs:

         Koninklijke Ahold N.V., a public company with limited liability
organized under the laws of The Netherlands and with its corporate seat in
Zaandam (municipality Zaanstad), The Netherlands ("Royal Ahold"), and Ahold
Lease U.S.A., Inc., a corporation organized under the laws of the State of
Delaware (the "Company" and together with Royal Ahold, the "Registrants"),
propose, subject to the terms and conditions stated in a purchase agreement
dated January 26, 2001 (the "Purchase Agreement") among the Registrants, Salomon
Smith Barney Inc. ("Salomon") and Morgan Stanley & Co. Incorporated ("Morgan
Stanley" and collectively with Salomon, the "Initial Purchasers"), that First
Union National Bank, acting not in its individual capacity but solely as trustee
(in its individual capacity as such trustee, the "Pass Through Trustee") under
each of the Pass Through Trust Agreements (each a "Pass Through Trust Agreement"
and, collectively, the "Pass Through Trust Agreements") dated as of February 12,
2001 by and between the Company and the Pass Through Trustee, will issue and
sell to the Initial Purchasers 7.82% Ahold Lease Pass Through Certificates,
Series 2001-A-1, in the fully accreted aggregate amount of US $313,665,000 and
8.62% Ahold Lease Pass Through Certificates, Series 2001-A-2, in the fully
accreted aggregate amount of US $250,720,000 (such pass through certificates
being referred to herein as the "Certificates").

         To induce the Initial Purchasers to enter into the Purchase Agreement
and to satisfy a condition of your obligations thereunder, the Registrants agree
with you for your benefit and the benefit of the holders from time to time of
the Certificates, including the Initial Purchasers (each a "Holder" and,
together, the "Holders"), as follows:


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2

         1.  Definitions. Capitalized terms used herein without definition shall
have their respective meanings set forth in the Purchase Agreement whether
expressly set forth therein or by reference to another agreement. As used in
this Agreement, the following capitalized defined terms shall have the following
meanings:

         "Act" shall mean the Securities Act of 1933, as amended, and the rules
and regulations of the Commission promulgated thereunder.

         "Affiliate" of any specified Person shall mean any other Person that,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified Person. For purposes of this definition, control of
a Person shall mean the power, direct or indirect, to direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise; and the terms "controlling" and "controlled" shall have meanings
correlative to the foregoing.

         "Broker-Dealer" shall mean any broker or dealer registered as such
under the Exchange Act.

         "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.

         "Certificates" shall have the meaning set forth in the preamble hereto.

         "Closing Date" shall have the meaning set forth in the Purchase
Agreement.

         "Commission" shall mean the Securities and Exchange Commission.

         "Company" shall have the meaning set forth in the first paragraph of
this Agreement.

         "Consummation Date" shall mean the date which is 270 days after the
Closing Date.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

         "Exchange Offer Registration Period" shall mean the period of 20
Business Days (or longer, if required by applicable law) after the date on which
the notice of the Registered Exchange Offer is mailed to the Holders.

         "Exchange Offer Registration Statement" shall mean a registration
statement of the Registrants on an appropriate form under the Act with respect
to the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

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3

         "Exchanging Dealer" shall mean any Holder (which may include any
Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Certificates any Certificates that it acquired for its own account as a result
of market-making activities or other trading activities (but not directly from
the Registrants or any Affiliate of the Registrants).

         "Final Memorandum" shall have the meaning set forth in the Purchase
Agreement.

         "Holder" shall have the meaning set forth in the preamble hereto.

         "Initial Placement" shall mean the initial placement of the
Certificates.

         "Initial Purchaser" shall have the meaning set forth in the preamble
hereto.

         "Losses" shall have the meaning set forth in Section 6(d) hereof.

         "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Certificates registered under a Registration
Statement.

         "New Certificates" shall mean pass through certificates identical in
all material respects to the Certificates (except that the cash interest and
interest rate step-up provisions and the transfer restrictions shall be modified
or eliminated, as appropriate) to be issued under the Pass Through Trust
Agreements.

         "Pass Through Trust Agreements" shall have the meaning set forth in the
preamble hereto.

         "Pass Through Trustee" shall have the meaning set forth in the preamble
hereto.

         "Person" shall mean an individual, trustee, corporation, partnership,
limited liability company, joint stock company, trust, unincorporated
association, union, business association, firm or other legal entity.

         "Prospectus" shall mean the prospectus included in any Registration
Statement, as amended or supplemented by any prospectus supplement, with respect
to the terms of the offering of any portion of the Certificates or the New
Certificates and, if applicable, the Royal Ahold Guarantees covered by such
Registration Statement, and all amendments and supplements thereto and all
material incorporated by reference therein.

         "Purchase Agreement" shall have the meaning set forth in the preamble
hereto.

         "Registered Exchange Offer" shall mean the proposed offer of the
Registrants to issue and deliver New Certificates to the Holders of the
Certificates that are not prohibited by any law or policy of the Commission from
participating in such offer, in exchange for the Certificates.

         "Registrants" shall have the meaning set forth in the preamble hereto.

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         "Registration Statement" shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Certificates or
the New Certificates and, if applicable, the Royal Ahold Guarantees pursuant to
the provisions of this Agreement, any amendments and supplements to such
registration statement, including post-effective amendments (in each case
including the Prospectus contained therein), all exhibits thereto and all
material incorporated by reference therein.

         "Royal Ahold" shall have the meaning set forth in the preamble hereto.

         "Securities Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations of the Commission promulgated thereunder.

         "Shelf Registration" shall mean a registration effected pursuant to
Section 3 hereof.

         "Shelf Registration Period" has the meaning set forth in Section 3(b)
hereof.

         "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Registrants pursuant to the provisions of Section 3 hereof
which covers some or all of the Certificates or New Certificates and the Royal
Ahold Guarantees, as applicable, on an appropriate form under Rule 415 under the
Act, or any similar rule that may be adopted by the Commission, amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.

         "underwriter" shall mean any underwriter of Certificates in connection
with an offering thereof under a Shelf Registration Statement.

         2.  Registered Exchange Offer. (a) The Registrants shall prepare and,
shall file with the Commission the Exchange Offer Registration Statement with
respect to the Registered Exchange Offer. In addition, the Registrants shall use
their commercially reasonable efforts to cause the Exchange Offer Registration
Statement to become effective under the Act and to cause the Registered Exchange
Offer to be consummated on or prior to the Consummation Date (or if the
Consummation Date is not a Business Day, the next succeeding Business Day).

         (b)    Upon the effectiveness of the Exchange Offer Registration
Statement, the Registrants shall promptly commence the Registered Exchange
Offer, it being the objective of such Registered Exchange Offer to enable each
Holder electing to exchange Certificates for New Certificates (assuming that
such Holder is not an Affiliate of the Registrants, acquires the New
Certificates in the ordinary course of such Holder's business, has no
arrangements with any Person to participate in the distribution of the New
Certificates and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such New Certificates
from and after their receipt without any limitations or restrictions under the
Act and without material restrictions under the securities laws of a substantial
proportion of the several states of the United States.

         (c)    In connection with the Registered Exchange Offer, the
Registrants shall:

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5

                (i)   mail to each Holder a copy of the Prospectus forming part
         of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                (ii)  keep the Registered Exchange Offer open for the Exchange
         Offer Registration Period;

                (iii) use their commercially reasonable efforts to keep the
         Exchange Offer Registration Statement continuously effective under the
         Act, and to amend and supplement the Prospectus contained therein in
         order to permit such prospectus to be lawfully delivered by any
         Exchanging Dealer subject to the prospectus delivery requirements of
         the Act for such period of time as is necessary to comply with
         applicable law in connection with any resale of the New Certificates;

                (iv)  utilize the services of a depositary for the Registered
         Exchange Offer, which may be the Pass Through Trustee or one of its
         Affiliates;

                (v)   permit Holders to withdraw tendered Certificates at any
         time prior to the close of business, New York time, on the last
         Business Day of the Exchange Offer Registration Period (or such later
         time as the Registrants may determine);

                (vi)  prior to effectiveness of the Exchange Offer Registration
         Statement, provide a supplemental letter to the Commission (A) stating
         that the Registrants are conducting the Registered Exchange Offer in
         reliance on the position of the Commission in Exxon Capital Holdings
         Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc.
         (pub. avail. June 5, 1991); and (B) including a representation that the
         Registrants have not entered into any arrangement or understanding with
         any Person to distribute the New Certificates to be received in the
         Registered Exchange Offer and that, to the best of the Registrants'
         information and belief, each Holder participating in the Registered
         Exchange Offer is acquiring the New Certificates in the ordinary course
         of business and has no arrangement or understanding with any Person to
         participate in the distribution of the New Certificates; and

                (vii) comply in all respects with all applicable laws.

         (d)    As soon as practicable after the close of the Registered
Exchange Offer, the Registrants shall:

                (i)   accept for exchange all Certificates properly tendered and
         not validly withdrawn pursuant to the Registered Exchange Offer;

                (ii)  deliver to the Pass Through Trustee for cancellation in
         accordance with Section 4(r) all Certificates so accepted for exchange;
         and

                (iii) cause the Pass Through Trustee promptly to authenticate
         and deliver to each Holder of Certificates a principal amount of New
         Certificates equal to the principal amount of the Certificates of such
         Holder so accepted for exchange.

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         (e)    Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Registered Exchange Offer to
participate in a distribution of the New Certificates (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in Morgan Stanley and Co., Inc. (pub. avail. June 5,
1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as
interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993
and similar no-action letters; and (y) must comply with the registration and
prospectus delivery requirements of the Act in connection with any secondary
resale transaction and must be covered by an effective registration statement
containing the selling security holder information required by Item 507 or 508,
as applicable, of Regulation S-K under the Act if the resales are of New
Certificates obtained by such Holder in exchange for Certificates acquired by
such Holder directly from the Registrants or one of their Affiliates, or if the
resales are of New Certificates obtained by such Broker-Dealer in exchange for
Certificates acquired by such Broker-Dealer for its own account as a result of
market-making activities or other trading activities. Accordingly, each Holder
participating in the Registered Exchange Offer shall be required to represent to
the Registrants that, at the time of the consummation of the Registered Exchange
Offer:

                (i)   any New Certificates received by such Holder will be
         acquired in the ordinary course of business;

                (ii)  such Holder will have no arrangement or understanding
         with any Person to participate in the distribution of the Certificates
         or the New Certificates within the meaning of the Act; and

                (iii) such Holder is not an Affiliate of the Registrants.

         (f)    If any Initial Purchaser determines that it is not eligible to
participate in the Registered Exchange Offer with respect to the exchange of
Certificates constituting any portion of an unsold allotment, at the request of
such Initial Purchaser, the Registrants shall issue and deliver to such Initial
Purchaser or the Person purchasing New Certificates registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from such Initial
Purchaser, in exchange for such Certificates, a like principal amount of New
Certificates. The Registrants shall use their commercially reasonable efforts to
cause the CUSIP Service Bureau to issue the same CUSIP number for such New
Certificates as for New Certificates issued pursuant to the Registered Exchange
Offer.

         3.  Shelf Registration. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Registrants
determine upon advice of their outside counsel that they are not permitted to
effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii)
for any other reason the Registered Exchange Offer is not consummated within 270
days of the Closing Date; (iii) any Initial Purchaser so requests with respect
to Certificates that are not eligible to be exchanged for New Certificates in
the Registered Exchange Offer and that are held by it following consummation of
the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser)
is not eligible to participate in the Registered Exchange Offer; or (v) in the
case of any Initial Purchaser that participates in the Registered Exchange Offer
or acquires New Certificates pursuant to Section 2(f) hereof, such Initial
Purchaser does not receive freely tradeable New Certificates in exchange for
Certificates

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constituting any portion of an unsold allotment (it being understood that (x)
the requirement that an Initial Purchaser deliver a Prospectus containing the
information required by Item 507 or 508 of Regulation S-K under the Act in
connection with sales of New Certificates acquired in exchange for such
Certificates shall result in such New Certificates being not "freely tradeable";
and (y) the requirement that an Exchanging Dealer deliver a Prospectus in
connection with sales of New Certificates acquired in the Registered Exchange
Offer in exchange for Certificates acquired as a result of market-making
activities or other trading activities shall not result in such New Certificates
being not "freely tradeable"), the Registrants shall effect a Shelf Registration
Statement in accordance with subsection (b) below.

         (b)    (i)   The Registrants shall as promptly as practicable (but in
no event more than 60 days after so required or requested pursuant to this
Section 3), file with the Commission and thereafter shall use their best efforts
to cause to be declared effective under the Act a Shelf Registration Statement
relating to the offer and sale of the Certificates or the New Certificates and,
if applicable, the Royal Ahold Guarantees, by the Holders thereof from time to
time in accordance with the methods of distribution elected by such Holders and
set forth in such Shelf Registration Statement; provided, however, that no
Holder (other than an Initial Purchaser) shall be entitled to have the
Certificates held by it covered by such Shelf Registration Statement unless such
Holder agrees in writing to be bound by all of the provisions of this Agreement
applicable to such Holder; and provided further, that with respect to New
Certificates received by an Initial Purchaser in exchange for Certificates
constituting any portion of an unsold allotment, the Registrants may, if
permitted by current interpretations by the Commission's staff, file a
post-effective amendment to the Exchange Offer Registration Statement containing
the information required by Item 507 or 508 of Regulation S-K, as applicable, in
satisfaction of its obligations under this subsection with respect thereto, and
any such Exchange Offer Registration Statement, as so amended, shall be referred
to herein as, and governed by the provisions herein applicable to, a Shelf
Registration Statement.

         (ii)   The Registrants shall use their commercially reasonable efforts
to keep the Shelf Registration Statement continuously effective, supplemented
and amended as required by the Act, in order to permit the Prospectus forming
part thereof to be usable by Holders for a period of two years from the Closing
Date or such shorter period that will terminate when all the Certificates or New
Certificates, as applicable, covered by the Shelf Registration Statement have
been sold pursuant to the Shelf Registration Statement or cease to be
outstanding (in any such case, such period being called the "Shelf Registration
Period"). The Registrants shall be deemed not to have used their commercially
reasonable efforts to keep the Shelf Registration Statement effective during the
requisite period if they voluntarily take any action that would result in
Holders of Certificates covered thereby not being able to offer and sell such
Certificates during that period, unless such action is required by applicable
law, so long as the Registrants promptly thereafter comply with the requirements
of Section 4(k) hereof, if applicable. Notwithstanding the foregoing, the
Registrants will have the ability to suspend the availability of the Shelf
Registration Statement if the Registrants determine in good faith that there is
a valid business reason for the suspension (not including avoidance of the
Registrants' obligations hereunder), including, without limitation, a pending
acquisition or divestiture of assets. A suspension period will commence on and
include the date that the Registrants give notice that (A) the Shelf
Registration Statement is no longer effective or (B) the Prospectus included in
the Shelf

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Registration Statement is no longer usable for offers and sales of the
Certificates or New Certificates, as applicable. The suspension period will end
on the date when each holder of the Certificates or New Certificates, as
applicable, covered by such Shelf Registration Statement either (A) receives
copies of any supplement or amendment to the related Prospectus or (B) is
advised in writing by the Company or Royal Ahold that the use of the related
Prospectus may be resumed.

         4.  Additional Registration Procedures. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

         (a)    The Registrants shall:

                (i)   furnish to you, not less than five Business Days prior to
         the filing thereof with the Commission, a copy of any Exchange Offer
         Registration Statement and any Shelf Registration Statement, and each
         amendment thereof and each amendment or supplement, if any, to the
         Prospectus included therein (not including any document incorporated by
         reference therein after the initial filing) and shall use their
         commercially reasonable efforts to reflect in each such document, when
         so filed with the Commission, such comments as you reasonably propose;

                (ii)  include the information set forth in Annex A hereto on
         the facing page of the Exchange Offer Registration Statement, in Annex
         B hereto in the forepart of the Exchange Offer Registration Statement
         in a section setting forth details of the Exchange Offer, in Annex C
         hereto in the underwriting or plan of distribution section of the
         Prospectus contained in the Exchange Offer Registration Statement, and
         in Annex D hereto in the letter of transmittal delivered pursuant to
         the Registered Exchange Offer;

                (iii) if requested by an Initial Purchaser, include the
         information required by Item 507 or 508 of Regulation S-K, as
         applicable, in the Prospectus contained in the Exchange Offer
         Registration Statement; and

                (iv)  in the case of a Shelf Registration Statement, include
         the names of the Holders that propose to sell Certificates pursuant to
         the Shelf Registration Statement as selling security holders to the
         extent provided by such Holders to the Registrants.

         (b)    The Registrants shall ensure that:

                (i)   any Registration Statement and any amendment thereto and
         any Prospectus forming part thereof and any amendment or supplement
         thereto complies in all material respects with the Act and the rules
         and regulations thereunder; and

                (ii)  any Registration Statement and any amendment thereto does
         not, when it becomes effective, contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading.

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         (c)    The Registrants shall advise you, the Holders of Certificates
covered by any Shelf Registration Statement and any Exchanging Dealer under any
Exchange Offer Registration Statement that has provided in writing to the
Registrants a telephone or facsimile number and address for notices, and, if
requested by you or any such Holder or Exchanging Dealer, shall confirm such
advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be
accompanied by an instruction to suspend the use of the Prospectus until the
Registrants shall have remedied the basis for such suspension):

                (i)   when a relevant Registration Statement and any amendment
         thereto (not including any documents incorporated by reference therein)
         has been filed with the Commission and when the Registration Statement
         or any post-effective amendment thereto has become effective;

                (ii)  of any request by the Commission for any amendment or
         supplement to the Registration Statement or the Prospectus or for
         additional information;

                (iii) of the issuance by the Commission of any stop order
         suspending the effectiveness of the Registration Statement or the
         initiation of any proceedings for that purpose;

                (iv)  of the receipt by the Registrants of any notification
         with respect to the suspension of the qualification of the securities
         included therein for sale in any jurisdiction or the initiation of any
         proceeding for such purpose; and

                (v)   of the happening of any event that requires any change in
         the Registration Statement or the Prospectus so that, as of such date,
         the statements therein are not misleading and do not omit to state a
         material fact required to be stated therein or necessary to make the
         statements therein (in the case of the Prospectus, in the light of the
         circumstances under which they were made) not misleading.

         (d)    The Registrants shall use their commercially reasonable efforts
to obtain the withdrawal of any order suspending the effectiveness of any
Registration Statement or the qualification of the securities therein for sale
in any jurisdiction as soon as practicable.

         (e)    The Registrants shall furnish to each Holder of Certificates
covered by any Shelf Registration Statement, without charge, at least one copy
of such Shelf Registration Statement and any post-effective amendment thereto,
and, if the Holder so requests in writing, all exhibits thereto (including
exhibits incorporated by reference therein).

         (f)    The Registrants shall, during the Shelf Registration Period,
deliver to each Holder of Certificates covered by any Shelf Registration
Statement, without charge, as many copies of the Prospectus (including each
preliminary prospectus) included in such Shelf Registration Statement and any
amendment or supplement thereto as such Holder may reasonably request. The
Registrants'consent to the use of the Prospectus or any amendment or supplement
thereto by each of the selling Holders of Certificates in connection with the
offering and sale of the Certificates covered by the Prospectus, or any
amendment or supplement thereto, included in the Shelf Registration Statement.

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         (g)    The Registrants shall furnish to each Exchanging Dealer which so
requests, without charge, at least one copy of the Exchange Offer Registration
Statement and any post-effective amendment thereto, and, if the Exchanging
Dealer so requests in writing, all exhibits thereto (including exhibits
incorporated by reference therein).

         (h)    The Registrants shall promptly deliver to each Initial
Purchaser, each Exchanging Dealer and each other Person required to deliver a
Prospectus during the Exchange Offer Registration Period, without charge, as
many copies of the Prospectus included in such Exchange Offer Registration
Statement and any amendment or supplement thereto as any such Person may
reasonably request. The Registrants consent to the use of the Prospectus or any
amendment or supplement thereto by any Initial Purchaser, any Exchanging Dealer
and any such other Person that may be required to deliver a Prospectus following
the Registered Exchange Offer in connection with the offering and sale of the
New Certificates covered by the Prospectus, or any amendment or supplement
thereto, included in the Exchange Offer Registration Statement.

         (i)    Prior to the Registered Exchange Offer or any other offering of
Certificates pursuant to any Registration Statement, the Registrants shall
arrange, if necessary, for the qualification of the Certificates or the New
Certificates for sale under the laws of such jurisdictions as the Majority
Holders shall reasonably request and will maintain such qualification in effect
so long as required for the sale of the Certificates or the New Certificates;
provided that in no event shall either Registrant be obligated to qualify to do
business in any jurisdiction where it is not then so qualified or to file a
general or unlimited consent to process in any jurisdiction or to take any
action that would subject it to service of process in suits, other than those
arising out of the Initial Placement, the Registered Exchange Offer or any
offering pursuant to a Shelf Registration Statement, in any such jurisdiction
where it is not then so subject.

         (j)    The Registrants shall cooperate with the Holders of Certificates
to facilitate the timely preparation and delivery of certificates representing
New Certificates or Certificates to be issued or sold pursuant to any
Registration Statement free of any restrictive legends and in such denominations
and registered in such names as Holders may request.

         (k)    Upon the occurrence of any event contemplated by subsections
(c)(ii) or (v) above, the Registrants shall promptly prepare a post-effective
amendment to the applicable Registration Statement or an amendment or supplement
to the related Prospectus or file any other required document so that the
Prospectus will not include an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.

         (l)    Not later than the effective date of any Registration Statement,
the Registrants shall provide a CUSIP number for the Certificates or the New
Certificates, as the case may be, registered under such Registration Statement
and provide the Pass Through Trustee with printed certificates, if required, for
such Certificates or New Certificates, in a form eligible for deposit with The
Depository Trust Company.

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11

         (m)    The Registrants shall make generally available to their security
holders as soon as practicable after the effective date of the applicable
Registration Statement an earnings statement satisfying the provisions of
Section 11(a) of the Act.

         (n)    The Registrants shall cause the Pass Through Trust Agreements to
be qualified under the Trust Indenture Act in a timely manner.

         (o)    Each Holder of Certificates to be registered pursuant to any
Shelf Registration Statement must furnish to the Registrants such information
regarding the Holder and the distribution of such securities as the Registrants
may from time to time reasonably require for inclusion in such Registration
Statement. The Registrants may exclude from such Shelf Registration Statement
the Certificates of any Holder that unreasonably fails to furnish such
information. Each Holder as to which any Shelf Registration Statement is being
effected agrees to furnish promptly to the Registrants all information required
to be disclosed in order to make the information previously furnished to the
Registrants by such Holder not materially misleading.

         (p)    In the case of any Shelf Registration Statement, the Registrants
shall:

                (i)   make reasonably available for inspection by the Holders of
         Certificates to be registered thereunder, and any attorney, accountant
         or other agent retained by the Holders all relevant financial and other
         records, pertinent corporate documents and properties of the
         Registrants and their subsidiaries that they may reasonably request;
         provided, however, that any information that is designated in writing
         by the Registrants, in good faith, as confidential at the time of
         inspection of such information shall be kept confidential by the
         Holders or any such attorney, accountant or agent, unless such
         disclosure is made in connection with a court proceeding or required by
         law, or such information becomes available to the public generally or
         through a third party without an accompanying obligation of
         confidentiality;

                (ii)  cause the Registrants' officers, supervisory board
         members, corporate executive board members, directors and employees to
         supply all relevant information reasonably requested by the Holders or
         any attorney, accountant or agent in connection with any such Shelf
         Registration Statement as is customary for similar due diligence
         examinations; provided, however, that any information that is
         designated in writing by the Registrants, in good faith, as
         confidential at the time of delivery of such information shall be kept
         confidential by the Holders or any such attorney, accountant or agent,
         unless such disclosure is made in connection with a court proceeding or
         required by law, or such information becomes available to the public
         generally or through a third party without an accompanying obligation
         of confidentiality;

                (iii) make such representations and warranties to the Holders
         of Certificates registered thereunder in form, substance and scope as
         are customarily made by issuers to underwriters in primary underwritten
         offerings and covering matters including those set forth in the
         Purchase Agreement;

                (iv)  obtain opinions of counsel to the Registrants and updates
         thereof addressed to each selling Holder covering such matters as are
         customarily covered in

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12

         opinions requested in underwritten offerings and such other matters as
         may be reasonably requested by such Holders;

                (v)   obtain "cold comfort" letters and updates thereof from the
         independent certified public accountants of the Registrants (and, if
         necessary, any other independent certified public accountants of any
         subsidiary of the Registrants or of any business acquired by the
         Registrants for which financial statements and financial data are, or
         are required to be, included in the Registration Statement), addressed
         to each selling Holder of Certificates registered thereunder, in
         customary form and covering matters of the type customarily covered in
         "cold comfort" letters in connection with primary underwritten
         offerings; and

                (vi)  deliver such documents and certificates as may be
         reasonably requested by the Majority Holders including those to
         evidence compliance with Section 4(k).

         The actions set forth in clauses (iii), (iv), (v) and (vi) of this
Section shall be performed at the effectiveness of such Registration Statement
and each post-effective amendment thereto.

         (q)    In the case of any Exchange Offer Registration Statement, the
Registrants shall:

                (i)   make reasonably available for inspection by such Initial
         Purchaser, and any attorney, accountant or other agent retained by such
         Initial Purchaser, all relevant financial and other records, pertinent
         corporate documents and properties of the Registrants and their
         subsidiaries that they may reasonably request; provided, however, that
         any information that is designated in writing by the Registrants, in
         good faith, as confidential at the time of inspection of such
         information shall be kept confidential by the Holders or any such
         attorney, accountant or agent, unless such disclosure is made in
         connection with a court proceeding or required by law, or such
         information becomes available to the public generally or through a
         third party without an accompanying obligation of confidentiality;

                (ii)  cause the Registrants' officers, supervisory board
         members, corporate executive board members, directors and employees to
         supply all relevant information reasonably requested by such Initial
         Purchaser or any such attorney, accountant or agent in connection with
         any such Exchange Offer Registration Statement as is customary for
         similar due diligence examinations; provided, however, that any
         information that is designated in writing by the Registrants, in good
         faith, as confidential at the time of delivery of such information
         shall be kept confidential by such Initial Purchaser or any such
         attorney, accountant or agent, unless such disclosure is made in
         connection with a court proceeding or required by law, or such
         information becomes available to the public generally or through a
         third party without an accompanying obligation of confidentiality; and

<PAGE>

13

                (iii) deliver such documents and certificates as may be
         reasonably requested by such Initial Purchaser or its counsel,
         including those to evidence compliance with Section 4(k).

         The foregoing actions set forth in clause (iii) of this Section shall
be performed at the close of the Registered Exchange Offer.

         (r)    If a Registered Exchange Offer is to be consummated, upon
delivery of the Certificates by Holders to the Registrants (or to such other
Person as directed by the Registrants) in exchange for the New Certificates, the
Registrants shall mark, or cause to be marked, on the Certificates so exchanged
that such Certificates are being canceled in exchange for the New Certificates.
In no event shall the Certificates be marked as paid or otherwise satisfied.

         (s)    The Registrants will use their commercially reasonable efforts
if the Certificates have been rated prior to the initial sale of such
Certificates, to confirm such ratings will apply to the Certificates or the New
Certificates, as the case may be, covered by a Registration Statement.

         5.  Registration Expenses. The Registrants shall bear all expenses
incurred by them in connection with the performance of its obligations under
Sections 2, 3 and 4 hereof. The Registrants shall not be responsible for the
expenses incurred by the Holders in connection with any Registered Exchange
Offer or Shelf Registration.

         6.  Indemnification and Contribution. (a) The Registrants will jointly
and severally indemnify and hold harmless each Holder of Certificates or New
Certificates, as the case may be, covered by any Registration Statement
(including, if applicable, each Initial Purchaser and, with respect to any
Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging
Dealer), the directors, officers, employees and agents of each such Holder and
each Person who controls any such Holder within the meaning of either the Act or
the Exchange Act against any losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
filed or in any amendment thereof or supplement thereto, or in any preliminary
prospectus or the Prospectus, or in any amendment thereof or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each such indemnified
party for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any action or claim, as such expenses are
incurred; provided, however, that the Registrants will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement in or omission
or alleged omission from any of such documents in reliance upon and in
conformity with written information furnished to the Registrants by or on behalf
of any such Holder expressly for use therein; and provided, further, that the
Registrants shall not be liable to any indemnified party under the indemnity
agreement in this subsection (a) with respect to any preliminary prospectus to
the extent that any such loss, claim, damage or liability results from the fact
that a Holder sold Certificates to a person to whom there was not sent or given,
at or prior to

<PAGE>

14

the written confirmation of such sale, a copy of the Prospectus or the
Prospectus as then amended or supplemented in any case where such delivery is
required by the Act if the Registrants have previously furnished copies thereof
in sufficient quantity to such Holder as required by Sections 4(f) or (h)
hereof, and the loss, claim, damage or liability results from an untrue
statement or omission of a material fact contained in a preliminary prospectus
which was corrected in the Prospectus or the Prospectus as then amended,
modified or supplemented.

         (b)    Each Holder of Certificates or New Certificates covered by a
Registration Statement (including, if applicable, each Initial Purchaser and,
with respect to any Prospectus delivery as contemplated in Section 4(h) hereof,
each Exchanging Dealer), will, severally and not jointly, indemnify and hold
harmless the Registrants, the supervisory board members and the corporate
executive board members (in the case of Royal Ahold), the directors (in the case
of the Company), officers, employees, and agents of each Registrant and each
Person who controls any Registrant within the meaning of either the Act or the
Exchange Act, against any losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement or
in any amendment thereof, or in any preliminary prospectus or the Prospectus, or
in any amendment thereof or supplement thereto, or arise out of or are based
upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in any of such documents in reliance upon and in conformity with written
information furnished to the Registrants by or on behalf of such Holder
expressly for use therein, and will reimburse each such indemnified party for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim as such expenses are
incurred.

         (c)    Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying
party under this Section, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under paragraphs (a) and (b) of this Section, and will not relieve it from any
liability which it may have to any indemnified party unless the indemnifying
party forfeits substantial rights and defenses as a result thereof. In case any
such action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein, and to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party will
not be liable to such indemnified party under this Section for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation, except as set forth below.
Notwithstanding the foregoing, the indemnified party shall have the right to
employ

<PAGE>

15

separate counsel (including local counsel) to represent the indemnified party
and their respective controlling persons who may be subject to liability arising
out of any claim in respect of which indemnity may be sought by the indemnified
party against the indemnifying party under this Section, and the indemnifying
party shall bear the reasonable fees, costs and expenses of such separate
counsel if (i) the use of counsel chosen by the indemnifying party to represent
the indemnified party would present such counsel with a conflict of interest;
(ii) the actual or potential defendants in, or targets of, any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded (based on advice of counsel)
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party; (iii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of the institution of such action;
or (iv) the indemnifying party shall authorize the indemnified party to employ
separate counsel at the expense of the indemnifying party; it being understood,
however, that the indemnifying party shall not, in connection with any one such
claim or action or separate but substantially similar or related claims or
actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one separate
firm of attorneys (together with appropriate local counsel) at any time for all
indemnified parties. No indemnifying party shall be liable for any settlement of
any proceeding effected without its written consent, but if settled with such
consent, the indemnifying party agrees to indemnify the indemnified party from
and against any loss or liability by reason of such settlement. No indemnifying
party shall, without the written consent of the indemnified party, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any indemnified party.

         (d)    If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by such indemnifying party, on the one hand, and such
indemnified party, on the other hand, from the offering of the Certificates and
the New Certificates. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law, then each indemnifying
party shall contribute to such amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such relative benefits
but also the relative fault of such indemnifying party, on the one hand, and
such indemnified party, on the other hand, in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Registrants on the one
hand shall be deemed to be equal to the total net proceeds from the Initial
Placement (before deducting expenses) received by the

<PAGE>

16

Company and Royal Ahold and the relative benefits received by the Initial
Purchasers shall be deemed to be equal to the total purchase discounts and
commissions with respect to the Securities purchased under the Purchase
Agreement, and benefits received by any other Holders shall be deemed to be
equal to the value of receiving Certificates or New Certificates, as applicable,
registered under the Act. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the indemnifying party, on the one hand, or
by the indemnified party, on the other hand, and the parties' relative intent
and knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The parties agree that it would not be just and
equitable if contribution pursuant to this subsection were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (d). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any action or claim which is the subject of this subsection (d). Notwithstanding
the provisions of this subsection (d), no Initial Purchaser shall be required to
contribute any amount in excess of the amount by which the total price at which
the Certificates purchased by it and distributed exceeds the amount of any
damages which such Initial Purchaser has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. Notwithstanding the provisions of this subsection, no Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. The obligations of the Initial Purchasers and the
subsequent Holders of any Security or New Security in this subsection to
contribute are several in proportion to their respective purchase obligations
and not joint.

         (e)    The obligations of the Registrants under this Section shall be
in addition to any liability which the Registrants may otherwise have and shall
extend, upon the same terms and conditions, to each Person, if any, who controls
any Holder within the meaning of the Act or the Exchange Act; and the
obligations of the Holders under this Section shall be in addition to any
liability which the respective Holder may otherwise have and shall extend, upon
the same terms and conditions, to each director of the Registrants and to each
Person, if any, who controls the Company or Royal Ahold within the meaning of
the Act.

         (f)    The provisions of this Section will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder or
the Registrants or any of the officers, the supervisory board members and the
corporate executive board members (in the case of Royal Ahold), the directors
(in the case of the Company or any Holder) or controlling Persons referred to in
this Section hereof, and will survive the sale by a Holder of securities covered
by a Registration Statement.

         7.  No Inconsistent Agreements. The Registrants have not, as of the
date hereof, entered into, nor shall they, on or after the date hereof, enter
into, any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders herein or otherwise conflicts with the provisions
hereof.

<PAGE>

17

         8.  Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Registrants have obtained the written consent of
the Majority Holders (or, after the consummation of any Registered Exchange
Offer in accordance with Section 2 hereof, of New Certificates); provided that,
with respect to any matter that directly or indirectly affects the rights of any
Initial Purchaser hereunder, the Registrants shall obtain the written consent of
each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective. Notwithstanding the foregoing
(except the foregoing proviso), a waiver or consent to departure from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Certificates or New Certificates, as the case may be,
are being sold pursuant to a Registration Statement and that does not directly
or indirectly affect the rights of other Holders may be given by the Majority
Holders, determined on the basis of Certificates or New Certificates, as the
case may be, being sold rather than registered under such Registration
Statement.

         9.  Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier or air courier guaranteeing overnight delivery:

         (a)    if to a Holder, at the most current address given by such Holder
     to the Registrants in accordance with the provisions of this Section, which
     address initially is, with respect to each Holder, the address of such
     Holder maintained by the Registrar under the Indenture, with a copy in like
     manner to Salomon;

         (b)    if to you, initially at the respective addresses set forth in
     the Purchase Agreement; and

         (c)    if to the Registrants, initially at their address set forth in
     the Purchase Agreement.

         All such notices and communications shall be deemed to have been duly
given when received.

         The Initial Purchasers or the Registrants by notice to the other
parties may designate additional or different addresses for subsequent notices
or communications.

         10. Successors. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including,
without the need for an express assignment or any consent by the Registrants
thereto, subsequent Holders of Certificates and the New Certificates. The
Registrants hereby agree to extend the benefits of this Agreement to any Holder
of Certificates and the New Certificates, and any such Holder may specifically
enforce the provisions of this Agreement as if an original party hereto.

         11. Counterparts. This agreement may be in signed counterparts, each of
which shall be an original and all of which together shall constitute one and
the same agreement.

<PAGE>

18

         12. Headings. The headings used herein are for convenience only and
shall not affect the construction hereof.

         13. Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed in the State of New York.

         14. Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

         15. Certificates Held by the Registrants, etc. Whenever the consent or
approval of Holders of a specified percentage of principal amount of
Certificates or New Certificates is required hereunder, Certificates or New
Certificates, as applicable, held by the Registrants or their Affiliates (other
than subsequent Holders of Certificates or New Certificates if such subsequent
Holders are deemed to be Affiliates solely by reason of their holdings of such
Certificates or New Certificates) shall not be counted in determining whether
such consent or approval was given by the Holders of such required percentage.

         16. Agent for Service; Submission to Jurisdiction; Waiver of
Immunities. By the execution and delivery of this Agreement, the Registrants (i)
acknowledge that they have, by separate written instrument, irrevocably
designated and appointed Ahold U.S.A., Inc., 14101 Newbrook Drive, Chantilly,
Virginia 20151 (and any successor entity), as their authorized agent upon which
process may be served in any suit or proceeding arising out of or based upon
this Agreement that may be instituted in the United States District Court for
the Southern District of the State of New York or the Supreme Court of the State
of New York for New York County, and acknowledge that Ahold U.S.A., Inc. has
accepted such designation and appointment, (ii) submit to the nonexclusive
jurisdiction of any such court in any such suit or proceeding, and (iii) agree
that service of process upon Ahold U.S.A., Inc. and written notice of said
service to the Registrants shall be deemed in every respect effective service of
process upon it in any such suit or proceeding. The Registrants further agree to
take any and all action, including the execution and filing of any and all such
documents and instruments, as may be necessary to continue such designation and
appointment of Ahold U.S.A., Inc. in full force and effect so long as any of the
Certificates shall be outstanding. To the extent that the Registrants may
acquire any immunity from jurisdiction of any court or from any legal process
(whether through service of notice, attachment prior to judgment, attachment in
aid of execution, execution or otherwise) with respect to itself or their
property, they hereby irrevocably waive such immunity in respect of this
Agreement, to the fullest extent permitted by law.

<PAGE>

19

         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a building agreement among the
Registrants and the several Initial Purchasers.

                                       Very truly yours,

                                       AHOLD LEASE U.S.A., INC.


                                       By: /s/ DANIEL C. TIEDGE
                                           -------------------------------------
                                           Name: Daniel C. Tiedge
                                           Title: Vice President


                                       KONINKLIJKE AHOLD N.V.


                                       By: /s/ DANIEL C. TIEDGE
                                           -------------------------------------
                                           Name: Daniel C. Tiedge
                                           Title: Attorney-In-Fact

The foregoing Agreement is hereby
confirmed and accepted as of the date
first above written.

SALOMON SMITH BARNEY INC.
MORGAN STANLEY & CO. INCORPORATED

By: SALOMON SMITH BARNEY INC.


By: /s/ BRUCE PAONE
    ------------------------------
    Name: Bruce Paone
    Title: Director

<PAGE>

                                                                         ANNEX A


         Each Broker-Dealer that receives New Certificates for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Certificates. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Certificates received in exchange for Certificates where
such Certificates were acquired by such Broker-Dealer as a result of
market-making activities or other trading activities. The Registrants have
agreed that, starting on the Expiration Date (as defined herein) and ending on
the close of business 180 days after the Expiration Date, they will make this
Prospectus available to any Broker-Dealer for use in connection with any such
resale. See "Plan of Distribution".

<PAGE>

                                                                         ANNEX B


         Each Broker-Dealer that receives New Certificates for its own account
in exchange for Certificates, where such Certificates were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Certificates. See "Plan of Distribution".

<PAGE>

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

         Each broker-dealer that receives new securities for its own account
pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of the new securities. A broker-dealer
may use this prospectus, as it may be amended or supplemented from time to time,
in connection with resales of new securities received in exchange for securities
where the new securities were acquired as a result of market-making activities
or other trading activities. The registrants have agreed that, starting on the
expiration date and ending on the close of business 180 days after the
expiration date, they will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale. In
addition, until __________, 200__, all dealers effecting transactions in the new
securities may be required to deliver a prospectus.

         The registrants will not receive any proceeds from any sale of new
securities by broker-dealers. New securities received by broker-dealers for
their own accounts pursuant to the exchange offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the new securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any new
securities. Any broker-dealer that resells new securities that it received for
its own account pursuant to the exchange offer and any broker or dealer that
participates in a distribution of those new securities may be deemed to be an
"underwriter" within the meaning of the United States Securities Act of 1933 and
any profit of any such resale of new securities and any commissions or
concessions received by those persons may be deemed to be underwriting
compensation under the Securities Act of 1933. The letter of transmittal states
that by acknowledging that and by delivering a prospectus, a broker-dealer will
not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act of 1933.

         For a period of 180 days after the expiration date, the registrants
will promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests those documents
in the letter of transmittal. The registrants have agreed to pay all of their
expenses incident to the exchange offer other than commissions or concessions of
any brokers or dealers and will indemnify the holders of the securities
(including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act of 1933.

[If applicable, add information required by Regulation S-K Items 507 and/or
508.]

<PAGE>

                                                                         ANNEX D


         CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
         COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
         THERETO.
         Name:    ________________________________________
         Address: ________________________________________

         If the undersigned is not a Broker-Dealer, the undersigned represents
that it acquired the New Certificates in the ordinary course of its business, it
is not engaged in, and does not intend to engage in, a distribution of New
Certificates and it has no arrangements or understandings with any Person to
participate in a distribution of the New Certificates. If the undersigned is a
Broker-Dealer that will receive New Certificates for its own account in exchange
for Certificates, it represents that the Certificates to be exchanged for New
Certificates were acquired by it as a result of market-making activities or
other trading activities and acknowledges that it will deliver a prospectus in
connection with any resale of such New Certificates; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.