<PAGE>

                                                                     Exhibit 4.2










                    PASS THROUGH TRUST AGREEMENT, SERIES A-2
                          Dated as of February 12, 2001



                            AHOLD LEASE U.S.A., INC.


                                       and


                           FIRST UNION NATIONAL BANK,
                             as Pass Through Trustee



                                  $250,720,000

                    Ahold Lease Series A-2 Pass Through Trust
               8.62% Initial Pass Through Certificates, Series A-2
              8.62% Exchange Pass Through Certificates, Series A-2

<PAGE>

Reconciliation and tie between Ahold Lease Series A-2 Pass Through Trust
Agreement dated as of February 12, 2001, and the Trust Indenture Act of 1939.
This reconciliation does not constitute part of this Agreement.

      Trust Indenture Act                          Pass Through Trust
       of 1939 Section                             Agreement Section
      -------------------                          -----------------
           310(a)(1)                                   7.08
              (a)(2)                                   7.08
           312(a)                                      3.06; 8.01; 8.02
           313(a)                                      7.06; 8.05
           314(a)                                      8.04(a),(c) & (d)
              (a)(4)                                   8.04(e)
              (c)(1)                                   1.02
              (c)(2)                                   1.02
              (d)(1)                                   7.13; 11.01
              (d)(2)                                   7.13; 11.01
              (d)(3)                                   2.01
              (e)                                      1.02
           315(b)                                      7.02
           316(a)(last sentence)                       1.04(c)
              (a)(1)(A)                                6.04
              (a)(1)(B)                                6.05
              (b)                                      6.07
              (c)                                      1.04(e)
           317(a)(1)                                   6.03
              (b)                                      7.13
           318(a)                                     12.06

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                                TABLE OF CONTENTS
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ARTICLE I  DEFINITIONS............................................................................................2

         Section 1.01.  Definitions...............................................................................2
         Section 1.02.  Compliance Certificates and Opinions.....................................................11
         Section 1.03.  Form of Documents Delivered to Pass Through Trustee......................................11
         Section 1.04.  Acts of Certificateholders...............................................................12

ARTICLE II  ORIGINAL ISSUANCE OF CERTIFICATES;
         ACQUISITION OF NOTES....................................................................................13

         Section 2.01.  Issuance of Certificates; Acquisition of Notes...........................................13
         Section 2.02.  Acceptance by Pass Through Trustee.......................................................14
         Section 2.03.  Limitation of Powers.....................................................................14

ARTICLE III  THE CERTIFICATES....................................................................................14

         Section 3.01.  Form, Denomination and Execution of Certificates.........................................14
         Section 3.02.  Restrictive Legends......................................................................17
         Section 3.03.  Authentication of Certificates...........................................................19
         Section 3.04.  Temporary Certificates...................................................................19
         Section 3.05.  Registration of Transfer and Exchange of Certificates....................................20
         Section 3.06.  Book-Entry Provisions for Global Certificates............................................21
         Section 3.07.  Transfer Provisions......................................................................22
         Section 3.08.  Mutilated, Destroyed, Lost or Stolen Certificates........................................26
         Section 3.09.  Persons Deemed Owners....................................................................26
         Section 3.10.  Cancellation.............................................................................26
         Section 3.11.  Limitation of Liability for Payments.....................................................26

ARTICLE IV  DISTRIBUTIONS; STATEMENTS TO
         CERTIFICATEHOLDERS......................................................................................27

         Section 4.01.  Certificate Account and Special Payments Account.........................................27
         Section 4.02.  Distributions from Certificate Accounts and Special Payments Accounts....................27
         Section 4.03.  Statements to Certificateholders.........................................................29
         Section 4.04.  Investment of Special Payment Moneys.....................................................29
         Section 4.05.  Adjustment of Interest Rates Applicable to Certificates..................................30

ARTICLE V  THE COMPANY...........................................................................................30

         Section 5.01.  Maintenance of Corporate Existence; Limitation on Activities.............................30
         Section 5.02.  Consolidation, Merger or Sale of Assets..................................................30

                                      (i)
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ARTICLE VI  DEFAULT..............................................................................................31

         Section 6.01.  Events of Default........................................................................31
         Section 6.02.  Incidents of Sale of Notes...............................................................32
         Section 6.03.  Judicial Proceedings Instituted by Pass Through Trustee; Pass
                  Through Trustee May Bring Suit.................................................................33
         Section 6.04.  Control by Certificateholders............................................................33
         Section 6.05.  Waiver of Past Defaults..................................................................34
         Section 6.06.  Undertaking to Pay Court Costs...........................................................34
         Section 6.07.  Right of Certificateholders to Receive Payments Not to Be Impaired.......................35
         Section 6.08.  Certificateholders May Not Bring Suit Except Under Certain Conditions....................35
         Section 6.09.  Remedies Cumulative......................................................................36

ARTICLE VII  THE PASS THROUGH TRUSTEE............................................................................36

         Section 7.01.  Certain Duties and Responsibilities......................................................36
         Section 7.02.  Notice of Defaults.......................................................................36
         Section 7.03.  Certain Rights of Pass Through Trustee...................................................37
         Section 7.04.  Not Responsible for Recitals or Issuance of Certificates.................................38
         Section 7.05.  May Hold Certificates....................................................................38
         Section 7.06.  Money Held in Trust......................................................................38
         Section 7.07.  Compensation and Reimbursement...........................................................38
         Section 7.08.  Corporate Trustee Required; Eligibility..................................................40
         Section 7.09.  Resignation and Removal; Appointment of Successor........................................40
         Section 7.10.  Acceptance of Appointment by Successor...................................................42
         Section 7.11.  Merger, Conversion, Consolidation or Succession to Business..............................43
         Section 7.12.  Maintenance of Agencies..................................................................43
         Section 7.13.  Money for Certificate Payments to Be Held in Trust.......................................44
         Section 7.14.  Registration of Notes in Pass Through Trustee's Name.....................................45
         Section 7.15.  Representations and Warranties of Pass Through Trustee...................................46
         Section 7.16.  Withholding Taxes; Information Reporting.................................................46
         Section 7.17.  Trustee's Liens..........................................................................46
         Section 7.18.  Preferential Collection of Claims........................................................47

ARTICLE VIII  CERTIFICATEHOLDERS' LISTS AND REPORTS BY PASS THROUGH TRUSTEE......................................47

         Section 8.01.  The Company to Furnish Pass Through Trustee with Names and Addresses of
                  Certificateholders.............................................................................47
         Section 8.02.  Preservation of Information; Communications to Certificateholders........................47
         Section 8.03.  Records by the Company...................................................................47
         Section 8.04.  Reports by the Company...................................................................48
         Section 8.05.  Reports by the Pass Through Trustee......................................................48

ARTICLE I  SUPPLEMENTAL TRUST AGREEMENTS.........................................................................49

         Section 9.01.  Supplemental Agreements Without Consent of Certificateholders............................49

                                      (ii)
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         Section 9.02.  Supplemental Agreements with Consent of Certificateholders...............................50
         Section 9.03.  Documents Affecting Immunity or Indemnity................................................51
         Section 9.04.  Execution of Supplemental Agreements.....................................................51
         Section 9.05.  Effect of Supplemental Agreements........................................................51
         Section 9.06.  Conformity with Trust Indenture Act......................................................52
         Section 9.07.  Reference in Certificates to Supplemental................................................52

ARTICLE X  AMENDMENTS TO THE INDENTURE AND NOTE DOCUMENTS........................................................52

         Section 10.01.  Amendments and Supplements to Indentures and Other Note Documents.......................52

ARTICLE XI  TERMINATION OF PASS THROUGH TRUST....................................................................53

         Section 11.01.  Termination of the Pass Through Trust...................................................53

ARTICLE XII  MISCELLANEOUS PROVISIONS............................................................................54

         Section 12.01.  Limitation on Rights of Certificateholders..............................................54
         Section 12.02.  Certificates Nonassessable and Fully Paid...............................................54
         Section 12.03.  Notices.................................................................................54
         Section 12.04.  Governing Law...........................................................................55
         Section 12.05.  Severability of Provisions..............................................................55
         Section 12.06.  Trust Indenture Act Controls............................................................56
         Section 12.07.  Effect of Headings and Table of Contents................................................56
         Section 12.08.  Successors and Assigns..................................................................56
         Section 12.09.  Benefits of Agreement...................................................................56
         Section 12.10.  Legal Holidays..........................................................................56
         Section 12.11.  Counterparts............................................................................56
         Section 12.12.  Communication by Certificateholders with Other Certificateholders.......................56
         Section 12.13.  Intention of Parties....................................................................57

EXHIBITS
Exhibit A - Form of Certificate
Exhibit B - Form of Institutional Accredited Investor Letter
Exhibit C - Form of Transfer Certificate

                                     (iii)
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<PAGE>

                          PASS THROUGH TRUST AGREEMENT


                  This PASS THROUGH TRUST AGREEMENT (this "Agreement"), dated as
of February 12, 2001, among Ahold Lease U.S.A., Inc., a Delaware corporation,
and First Union National Bank, a national banking association, as trustee of the
Pass Through Trust (as defined below) (the "Pass Through Trustee"), is made with
respect to the formation of the Ahold Lease Series A-2 Pass Through Trust.
Capitalized terms used herein have the meanings set forth in Section 1.01.

                                   WITNESSETH:

                  WHEREAS, the Company intends to lease the Properties pursuant
to 46 separate leveraged lease transactions (each, a "Transaction" and,
collectively, the "Transactions");

                  WHEREAS, in connection with each Transaction, the related
Lessor will issue, on a non-recourse basis pursuant to an Indenture, Notes to
finance a portion of the purchase price of the Property to be acquired by the
related Lessor in such Transaction;

                  WHEREAS, the Pass Through Trustee shall issue Certificates
hereunder corresponding to the Notes of the same tenor to be issued in
connection with the Transactions;

                  WHEREAS, pursuant to the terms and conditions of this
Agreement and the Participation Agreement entered into by the Pass Through
Trustee simultaneously with or prior to the execution and delivery of this
Agreement, series of Notes of the same tenor, interest rate and maturity as the
related series of Certificates will be sold by the relevant Lessors to the Pass
Through Trustee, and the Pass Through Trustee shall purchase such Notes and hold
such Notes in trust for the benefit of the Certificateholders;

                  WHEREAS, the Pass Through Trustee, upon execution and delivery
of this Agreement, hereby declares the creation of this Pass Through Trust for
the benefit of the initial Certificateholders, and the Certificateholders as the
grantors of the Pass Through Trust, by their respective acceptances of the
Certificates, join in the creation of this Pass Through Trust with the Pass
Through Trustee;

                  WHEREAS, all of the conditions and requirements necessary to
make this Agreement, when duly executed and delivered, a valid binding and legal
instrument, enforceable in accordance with its terms for the purposes herein
expressed, have been done, performed and fulfilled, and the execution and
delivery of this Agreement in the form and with the terms hereof have been in
all respects duly authorized;

                  WHEREAS, to facilitate the sale of the Notes to the Pass
Through Trust and the purchase of the Notes by the Pass Through Trust, the
Company has duly authorized the execution and delivery of this Agreement and
understands that it will be deemed to be the "issuer", as such term is defined
in and solely for purposes of the Securities Act of 1933, as amended (the

<PAGE>

"Securities Act"), of the Certificates issued pursuant hereto and the "obligor",
as such term is defined in and solely for purposes of the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), with respect to all such
Certificates and is undertaking to perform certain administrative and
ministerial duties hereunder and is also undertaking to pay the fees and
expenses of the Pass Through Trustee.

                  WHEREAS, upon issuance of the Exchange Certificates, if any,
or the effectiveness of the Shelf Registration Statement, this Agreement, as
amended or supplemented from time to time, will be subject to the provisions of
the Trust Indenture Act, and shall, to the extent applicable, be governed by
such provisions.

                  NOW THEREFORE, in consideration of the mutual agreements
herein contained, and of other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

                  Section 1.01. Definitions. (a) Capitalized terms used in this
Agreement, including the recitals, and not otherwise defined herein shall have
the respective meanings set forth in Appendix A to the applicable Participation
Agreements, unless the context hereof shall otherwise require.

                  (b) For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:

                  (1) the terms used herein that are defined in this Article
         have the meanings assigned to them in this Article, and include the
         plural as well as the singular;

                  (2) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

                  (3) all references in this Agreement to designated "Articles",
         "Sections" and other subdivisions are to the designated Articles,
         Sections and other subdivisions of this Agreement;

                  (4) the words "herein", "hereof" and "hereunder" and other
         words of similar import refer to this Agreement as a whole and not to
         any particular Article, Section or other subdivision;

                  (5) unless the context otherwise requires, whenever the words
         "including", "include" or "includes" are used herein, it shall be
         deemed to be followed by the phrase "without limitation"; and

                                      -2-

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                  (6) all references herein to actions taken by the Pass Through
         Trust shall be deemed to mean actions taken by the Pass Through Trustee
         acting for the benefit of the Pass Through Trust.

                  Act: When used with respect to any Certificateholder has the
         meaning specified in Section 1.04.

                  Affiliate: With respect to any Person, has the meaning
         specified in Appendix A to the related Participation Agreement.

                  Applicable Procedures: Means, with respect to any transfer or
         exchange of or for beneficial interests in any Global Certificate, the
         rules and procedures of DTC, Euroclear and Clearstream, Luxembourg that
         apply to such transfer or exchange.

                  Authorized Agent:  Means any Paying Agent or Registrar.

                  Avoidable Tax: Has the meaning specified in Section 7.09(e).

                  Business Day: Has the meaning specified in Appendix A to the
         related Participation Agreement.

                  Certificate: Means any one of the Initial Certificates or
         Exchange Certificates that are authenticated by the Pass Through
         Trustee and Outstanding.

                  Certificate Account: Means the account created and maintained
         for the benefit of the Certificateholders pursuant to Section 4.01(a).

                  Certificate Owner: Means, when used in Article IV, the Person
         for whom a Participant acts.

                  Certificate Owner Request: Means a request to the Pass Through
         Trustee to receive the reports and other information the Company or
         Royal Ahold or any other Person is required to furnish to the Pass
         Through Trustee pursuant to the Operative Agreements, which request
         certifies that the Person making the request is a Certificateholder or
         Certificate Owner. Any Certificateholder or Certificate Owner making a
         Certificate Owner Request may specify its election to receive such
         information from the Pass Through Trustee on an ongoing basis.

                  Certificateholder: Means the Person in whose name a
         Certificate is registered in the Register.

                  Certificate Purchase Agreement: Means a purchase agreement
         dated January 26, 2001 among Royal Ahold, the Company and each Initial
         Purchaser of the Certificates, as the same may be amended, supplemented
         or otherwise modified from time to time in accordance with its terms.

                                       -3-

<PAGE>

                  Clearing Agency: Means an organization registered as a
         "clearing agency" pursuant to Section 17A of the Exchange Act.

                  Clearstream, Luxembourg: Means Clearstream Banking, societe
         anonyme.

                  Code:  Means the Internal Revenue Code of 1986, as amended.

                  Commission: Means the Securities and Exchange Commission, as
         from time to time constituted, created under the Exchange Act, or, if
         at any time after the execution of this instrument such Commission is
         not existing or performing the duties now assigned to it under the
         Trust Indenture Act, then the body performing such duties on such date.

                  Company: Means Ahold Lease U.S.A., Inc., a Delaware
         corporation, or its successor in interest, an indirect wholly-owned
         subsidiary of Royal Ahold.

                  Corporate Trust Office: When used with respect to the Pass
         Through Trustee or any Indenture Trustee, means the office of such
         trustee in the city at which at any particular time its corporate trust
         business shall be principally administered and which is designated in
         writing to the Company.

                  Definitive Certificates: Has the meaning specified in Section
         3.01(g).

                  Direction: Has the meaning specified in Section 1.04(c).

                  Distribution Compliance Period: Has the meaning specified in
         Section 3.01(f).

                  DTC: Means The Depository Trust Company, its nominees and
         their respective successors.

                  Eligible Account: Means either (a) a segregated account with
         an Eligible Institution or (b) a segregated trust account with the
         corporate trust department of a depositary institution organized under
         the laws of the United States of America or any one of the states
         thereof or the District of Columbia (or any U.S. branch of a foreign
         bank), having corporate trust powers and acting as trustee for funds
         deposited in such account, subject to regulations regarding fiduciary
         funds on deposit similar to Title 12 of the Code of Federal
         Regulations, Section 9.10(b).

                  Eligible Institution: Means an institution whose (1)
         short-term debt obligations are rated at least A-2 by S&P and P-2 by
         Moody's if the deposits are to be held for less than 30 days or (2)
         long-term senior unsecured debt obligations are rated at least A- by
         S&P and A3 by Moody's if the deposits are to be held in the account for
         30 days or more.

                  ERISA: Means the Employment Retirement Income Security Act of
         1974, as amended from time to time, or any successor federal statute.

                  Euroclear: Means Morgan Guaranty Trust Company of New York,
         Brussels Office, as operator of the Euroclear system.

                                      -4-

<PAGE>

                  Event of Default: Means an Indenture Default under any
         Indenture pursuant to which Notes held by the Pass Through Trust were
         issued.

                  Exchange Act: Means the United States Securities Exchange Act
         of 1934, as amended from time to time, or any successor thereto.

                  Exchange Certificates: Means the pass through certificates
         issued in exchange for the Initial Certificates pursuant to the
         Registration Rights Agreement and authenticated under this Agreement.

                  Exchange Offer: Means the exchange offer which may be made
         pursuant to the Registration Rights Agreement to exchange Initial
         Certificates for Exchange Certificates.

                  Exchange Offer Registration Statement: Means the registration
         statement that, pursuant to the Registration Rights Agreement, is filed
         by the Company and Royal Ahold with the Commission with respect to (i)
         the exchange of Initial Certificates for Exchange Certificates and (ii)
         the Other Certificates.

                  Fractional Undivided Interest: Means the fractional undivided
         interest in the Trust Property that is evidenced by a Certificate.

                  Global Certificates: Has the meaning specified in Section
         3.01(f).

                  Global Exchange Certificate: Has the meaning specified in
         Section 3.01(h).

                  Illiquidity Event: Has the meaning specified in Section 1.4(b)
         of the First Supplemental Indenture to the related Indenture.

                  Indenture: With respect to each Note, means (i) the related
         Trust Indenture dated as of the date hereof between the relevant Lessor
         and the relevant Indenture Trustee entered into in connection with a
         Transaction, as the same may be amended, supplemented or otherwise
         modified from time to time in accordance with its terms and (ii) any
         trust indenture, mortgage, leasehold mortgage, assignment of lease and
         rent and security agreement or analogous document between the Company
         and the relevant Indenture Trustee, entered into in connection with the
         assumption by the Company of the indebtedness evidenced by any Note as
         the same may be amended, supplemented or otherwise modified from time
         to time in accordance with its terms.

                  Indenture Default: With respect to any Indenture, means any
         "Indenture Event of Default", as such term is defined in such
         Indenture.

                  Indenture Trustee: With respect to any Note or the Indenture
         applicable thereto, means the bank or trust company designated as
         trustee under such Indenture, not in its individual capacity but solely
         as indenture trustee, together with any successor to such trustee
         appointed pursuant thereto.

                                      -5-

<PAGE>

                  Initial Certificates: Means the Certificates issued and
         authenticated under this Agreement, other than the Exchange
         Certificates, substantially in the form of Exhibit A hereto.

                  Institutional Accredited Investor: Means an institutional
         investor that is an "accredited investor" within the meaning set forth
         in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
         Act.

                  Issuance Date: Means the date of the issuance of the Initial
         Certificates.

                  Lease: With respect to each Note, means the lease between
         Lessor, as lessor, and the Lessee, as lessee, referred to in the
         related Indenture as such lease may be amended, supplemented or
         otherwise modified from time to time in accordance with its terms.

                  Lease Event of Default: With respect to any Lease, means any
         "Event of Default", as such term is defined in such Lease.

                  Lease Property: With respect to any Note, has the meaning
         specified in Appendix A of the related Participation Agreement.

                  Lessee: With respect to each Lease, means the Company, as
         lessee under such Lease.

                  Lessor: With respect to each Lease, means the relevant lessor
         under such Lease.

                  Moody's: Means Moody's Investors Service, Inc.

                  Non-U.S. Person: Means a Person that is not a "U.S. person",
         as defined in Regulation S.

                  Note: Means any Series A-2 Note issued under an Indenture,
         including any Notes issued under any such Indenture in replacement or
         substitution therefor, to be acquired by the Pass Through Trustee in
         accordance with the terms hereof.

                  Note Documents: When used with respect to any Note, means the
         related Indenture, Participation Agreement, Lease, Guarantee and other
         Operative Agreements (as defined in such Indenture) relating to such
         Note, and, when used with respect to the Notes issued in connection
         with all of the Transactions, means, collectively, the Note Documents
         relating to all of the Notes.

                  Officer's Certificate: Means a certificate signed, in the case
         of the Company or a Lessor, by the President or any Vice President of
         the Company or such Lessor (or its managing member), respectively, and
         by the Secretary, any Assistant Secretary, the Treasurer or any
         Assistant Treasurer of the Company or such Lessor (or its managing
         member), respectively, or, in the case of an Indenture Trustee, by a
         Responsible Officer of such Indenture Trustee.

                                      -6-

<PAGE>

                  Opinion of Counsel: Means an opinion in writing, signed by
         legal counsel, who (a) in the case of counsel for the Company may be
         (i) the General Counsel, Deputy General Counsel or the Senior Legal
         Counsel of the Company or any Affiliate thereof, (ii) White & Case LLP
         or (iii) such other counsel designated by the Company and reasonably
         acceptable to the Pass Through Trustee and (b) in the case of a Lessor
         or an Indenture Trustee, such counsel as may be designated by either of
         them whether or not such counsel is an employee of either of them, and
         who shall be reasonably acceptable to the Pass Through Trustee.

                  Other Certificates: Means the pass through trust certificates
         issued pursuant to the Other Pass Through Trust Agreement.

                  Other Pass Through Trust Agreement: Means the Pass Through
         Trust Agreement Series A-1, dated as of February 12, 2001.

                  Outstanding: When used with respect to Certificates, means, as
         of the date of determination, all Certificates theretofore
         authenticated and delivered under this Agreement, except:

                           (i)   Certificates theretofore cancelled by the
                  Registrar or delivered to the Pass Through Trustee or the
                  Registrar for cancellation;

                           (ii)  all of the Certificates if money in the full
                  amount required to make the final distribution payment to be
                  made pursuant to Section 11.01 has been theretofore deposited
                  with the Pass Through Trustee in trust for the
                  Certificateholders as provided in Section 4.01 pending
                  distribution of such money to the Certificateholders pursuant
                  to such final distribution payment; and

                           (iii) Certificates in exchange for or in lieu of
                  which other Certificates have been issued, authenticated and
                  delivered pursuant to this Agreement.

                  Owner Participant: With respect to any Note, means the "owner
         participant" referred to in the Indenture pursuant to which such Note
         is issued and any permitted successor or assign of such Owner
         Participant; and "Owner Participants" means all of the "owner
         participants" referred to in the Indentures.

                  Participants: Has the meaning specified in Section 3.06(a).

                  Participation Agreements: With respect to the Notes, means the
         participation agreements among the related Owner Participants, the
         related Lessors, the Lessee, the related Sellers, the Pass Through
         Trustee, the Indenture Trustee and certain other Persons party thereto,
         setting forth the terms and conditions upon which the Notes will be
         issued and purchased and certain other transactions will take place as
         the same may be amended, supplemented or otherwise modified from time
         to time in accordance with its terms.

                  Pass Through Trust: Means the Ahold Lease Series A-2 Pass
         Through Trust created by this Agreement, the estate of which consists
         of the Trust Property.

                                      -7-

<PAGE>

                  Pass Through Trustee: Means the institution executing this
         Agreement as trustee, or its successor in interest, and any successor
         trustee appointed as provided herein.

                  Paying Agent: Means the paying agent maintained and appointed
         pursuant to Section 7.12.

                  Permitted Investments: Has the meaning specified in Appendix A
         to the related Participation Agreement.

                  Person: Means any person, including any individual,
         corporation, limited liability company, partnership, joint venture,
         association, joint stock company, trust, unincorporated organization,
         or government or any department or agency or political subdivision
         thereof or any other entity.

                  Pool Balance: Means as of any Regular Distribution Date or
         Special Distribution Date, the aggregate unpaid principal amount of the
         Notes held in the Pass Through Trust on such date plus any amount in
         respect of the principal payment on such Notes held by the Pass Through
         Trustee and not yet distributed. The Pool Balance as of any Regular
         Distribution Date or Special Distribution Date, if any, shall be
         computed after giving effect to the payment of principal (and/or
         accretion of discount) if any, on the Notes held in the Pass Through
         Trust and distribution thereof to be made on that date.

                  Pool Factor: Means as of any Regular Distribution Date or
         Special Distribution Date, the quotient (rounded to the seventh decimal
         place) computed by dividing (i) the Pool Balance of the Certificates by
         (ii) the aggregate original face amount of the Certificates. The Pool
         Factor as of any Regular Distribution Date or Special Distribution Date
         shall be computed after giving effect to the payment of principal
         (and/or accretion of discount), if any, of the Related Notes and any
         distribution thereof to be made on that date.

                  QIB: Means a qualified institutional buyer as defined in Rule
         144A.

                  Rating Agency: Has the meaning specified in Appendix A to the
         related Participation Agreement.

                  Rating Agency Confirmation: Means a prior written confirmation
         from each Rating Agency received by each of the Company, Royal Ahold
         and the Pass Through Trustee that a specified action or event shall not
         result in the downgrade, qualification or withdrawal of such Rating
         Agency's then current credit rating on the Certificates then
         Outstanding.

                  Record Date: Means (i) for Scheduled Payments to be
         distributed on any Regular Distribution Date, other than the final
         distribution, the June 15th or December 15th (whether or not a Business
         Day) next preceding such Regular Distribution Date, and (ii) for
         Special Payments to be distributed on any Special Distribution Date,
         other than the final distribution, the 15th day (whether or not a
         Business Day) of the month next preceding such Special Distribution
         Date.

                                      -8-

<PAGE>

                  Register and Registrar: The register maintained and the
         registrar appointed pursuant to Sections 3.05 and 7.12, respectively.

                  Registration Rights Agreement: Means the Registration Rights
         Agreement dated as of January 26, 2001 among the representatives of the
         Initial Purchasers, the Company and Royal Ahold, as amended and
         supplemented or otherwise modified from time to time in accordance with
         its terms.

                  Regular Distribution Date: When used with respect to
         distributions of Scheduled Payments in respect of the Certificates
         means each date designated as a Regular Distribution Date in the
         Certificates issued pursuant to this Agreement until payment of all the
         Scheduled Payments to be made under such Notes held in Trust has been
         made; provided, however, that, if any such day is not a Business Day,
         the related distribution shall be made on the next succeeding Business
         Day without any additional interest.

                  Regulation S: Means Regulation S under the Securities Act.

                  Regulation S Definitive Certificates: Has the meaning
         specified in Section 3.01(g).

                  Regulation S Global Certificate: Means a Regulation S
         Temporary Global Certificate or Regulation S Permanent Global
         Certificate, as appropriate.

                  Regulation S Permanent Global Certificate: Has the meaning
         specified in Section 3.01(f).

                  Regulation S Temporary Global Certificate: Has the meaning
         specified in Section 3.01(f).

                  Rent: Has the meaning specified in Appendix A to the related
         Participation Agreement.

                  Request: Means a request by the Company setting forth the
         subject matter of the request accompanied by an Officer's Certificate
         and an Opinion of Counsel as provided in Section 1.02.

                  Responsible Officer: When used with respect to the Pass
         Through Trustee or any Indenture Trustee, means any officer in the
         Corporate Trust Office of the Pass Through Trustee or such Indenture
         Trustee, as the case may be, having direct responsibility for the
         administration of the Operative Agreements (as defined in the relevant
         Indenture), or any other officer of the Pass Through Trustee or such
         Indenture Trustee customarily performing functions similar to those
         performed by the persons who at the time, shall be such officers,
         respectively, or to whom such matter is referred because of his
         knowledge of and familiarity with the particular subject.

                  Restricted Certificates: Has the meaning specified in Section
         3.02(a).

                  Restricted Definitive Certificates: Has the meaning specified
         in Section 3.01(g).

                                      -9-

<PAGE>

                  Restricted Global Certificate: Has the meaning specified in
         Section 3.01(e).

                  Restricted Legend: Has the meaning specified in Section
         3.02(a).

                  Royal Ahold: Means Koninklijke Ahold N.V., a public company
         with limited liability organized under the laws of The Netherlands, or
         its successor in interest.

                  Rule 144A: Means Rule 144A under the Securities Act.

                  S&P: Means Standard & Poor's Ratings Services, a division of
         The McGraw Hill Companies, Inc.

                  Scheduled Payment: When used with respect to a Regular
         Distribution Date, means any payment (other than a Special Payment) of
         principal of and/or interest on a Note due from the Lessor which issued
         such Note, which installment represents the regularly scheduled payment
         of principal at the stated maturity of such installment of principal on
         such Note, or the payment of regularly scheduled interest accrued on
         the unpaid principal amount of such Note, or both.

                  Securities Act: Has the meaning specified in the recitals at
         the beginning of this Agreement.

                  Shelf Registration Statement: Means the shelf registration
         statement which may be required to be filed by the Company and Royal
         Ahold with the Commission pursuant to the Registration Rights
         Agreement, other than an Exchange Offer Registration Statement.

                  Special Distribution Date: Means (i) when used with respect to
         the redemption or purchase of any Note, the Business Day on which such
         redemption or purchase is scheduled to occur pursuant to the terms of
         the related Indenture and (ii) when used with respect to any Special
         Payment other than as described in clause (i) of the definition of
         Special Payments, the earliest Business Day for which it is practicable
         for the Pass Through Trustee to give notice pursuant to Section 4.02(c)
         20 days prior thereto.

                  Special Payments: When used with respect to any Note, means
         (i) any payment of principal of, premium, if any, and interest on such
         Note resulting from the redemption or purchase of such Note pursuant to
         the related Indenture, (ii) any payment of principal of and interest
         (including any interest accruing upon default) on, or any other amount
         in respect of, such Note upon an Indenture Default or upon an
         acceleration under the related Indenture, and (iii) any Scheduled
         Payment or any payment which is not in fact paid within five days of
         the Regular Distribution Date or Special Distribution Date applicable
         by the Pass Through Trustee pursuant to Article VI; and Special
         Payments means all of such Special Payments.

                  Special Payments Accounts: Means the accounts created and
         maintained pursuant to Section 4.01(b).

                  Surviving Entity: Has the meaning specified in Section 5.02.

                                      -10-

<PAGE>

                  Transaction or Transactions: Has the meaning specified in the
         recitals at the beginning of this Agreement.

                  Trust Indenture Act: Has the meaning specified in the recitals
         at the beginning of this Agreement.

                  Trust Property: Means the Notes held as the property of the
         Pass Through Trust and all monies at any time paid thereon and all
         monies due and to become due thereunder, funds from time to time
         deposited with the Pass Through Trustee in the Certificate Account and
         the Special Payments Account, any proceeds from the sale of the Notes
         by the Pass Through Trustee pursuant to Article VI and all rights of
         the Pass Through Trust and the Pass Through Trustee, on behalf of the
         Pass Through Trust, under the applicable Note Documents.

                  Section 1.02. Compliance Certificates and Opinions. Upon any
application or request (a "Request") by the Company, a Lessor or an Indenture
Trustee to the Pass Through Trustee to take any action under any provision of
this Agreement, the Company, such Lessor or such Indenture Trustee (unless the
Indenture Trustee and the Pass Through Trustee are the same entity), as the case
may be, shall furnish to the Pass Through Trustee (i) an Officer's Certificate
stating that, in the opinion of the signer(s), all conditions precedent, if any,
provided for in this Agreement relating to the proposed action have been
complied with and (ii) an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Agreement
relating to such particular application or request, no additional certificate or
opinion need be furnished; provided that no Opinion of Counsel need be furnished
in connection with the initial issuance of the Certificates.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Agreement (other than a certificate
provided pursuant to Section 8.04(c)) shall include:

                  (1) a statement that each individual signing such certificate
         or opinion has read such covenant or condition and the definitions
         herein relating thereto;

                  (2) a statement that, in the opinion of each such individual,
         he has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether or not such covenant
         or condition has been complied with; and

                  (3) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.

                  Section 1.03. Form of Documents Delivered to Pass Through
Trustee. In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one

                                      -11-

<PAGE>

such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters and any such Person may certify
or give an opinion as to such matters in one or several documents.

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Agreement, they may, but need not, be consolidated
and form one instrument.

                  Section 1.04. Acts of Certificateholders. (a) Any direction,
consent, request, demand, authorization, notice, waiver or other action provided
by this Agreement in respect of the Certificates to be given or taken by
Certificateholders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Certificateholders in person or by
an agent or proxy duly appointed in writing by such Certificateholder; and,
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Pass Through
Trustee and, where it is hereby expressly required, to the Company or any
Indenture Trustee for the Notes. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Certificateholders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Agreement and conclusive in favor of the
Pass Through Trustee, the Company and such Indenture Trustee, if made in the
manner provided in this Section 1.04.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the certificate of any notary public
or other officer of any jurisdiction authorized to take acknowledgments of deeds
or administer oaths that the Person executing such instrument acknowledged to
him the execution thereof, or by an affidavit of a witness to such execution
sworn to before any such notary or such other officer and where such execution
is by an officer of a corporation or association or a member of a partnership,
on behalf of such corporation, association or partnership, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and
date of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other reasonable manner
which the Pass Through Trustee deems sufficient.

                  (c) In determining whether the Certificateholders of the
requisite Fractional Undivided Interests of Certificates Outstanding have given
any direction, consent, request, demand, authorization, notice or waiver (a
"Direction") under this Agreement, Certificates owned by the Company, Royal
Ahold, any Lessor, an Owner Participant or any Affiliate of any such Person
shall be disregarded and deemed not to be outstanding under this Agreement for
purposes of any such determination. In determining whether the Pass Through
Trustee shall be protected in relying upon any such Direction, only Certificates
which a Responsible Officer of the Pass Through Trustee has actual knowledge are
so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such
Person owns 100% of the Certificates Outstanding, such Certificates shall not be
so disregarded as aforesaid, and (ii) if any amount of Certificates so owned by
any such Person have been pledged in good faith, such Certificates shall not be
disregarded as aforesaid if the pledgee certifies in writing, upon which
certification the Pass Through Trustee is protected in relying, as to the
pledgee's right so to act with respect to such Certificates and that

                                      -12-

<PAGE>

the pledgee is not the Company, a Lessor, an Owner Participant or any Affiliate
of any such Person.

                  (d) For all purposes of this Agreement, all Initial
Certificates and all Exchange Certificates shall vote and take all other actions
of Certificateholders together as one class of Certificates.

                  (e) The Company may at its option by delivery of an Officer's
Certificate to the Pass Through Trustee set a record date to determine the
Certificateholders entitled to give any Direction or other Act. Notwithstanding
Section 316(c) of the Trust Indenture Act, such record date shall be the record
date specified in such Officer's Certificate which shall be a date not more than
30 days prior to the first solicitation of Certificateholders in connection
therewith. If such a record date is fixed, such Direction or other Act may be
given before or after such record date, but only the Certificateholders of
record at the close of business on such record date shall be deemed to be
Certificateholders for the purposes of determining whether Certificateholders of
the requisite proportion of Outstanding Certificates have authorized or agreed
or consented to such Direction or other Act, and for that purpose the
Outstanding Certificates shall be computed as of such record date; provided that
no such Direction or other Act by the Certificateholders on such record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Agreement not later than one year after the record date.

                  (f) Any Direction or other Act by the Certificateholder of any
Certificate shall bind the Certificateholder of every Certificate issued upon
the transfer thereof or in exchange therefor or in lieu thereof, whether or not
notation of such Direction or Act is made upon such Certificate.

                  (g) Except as otherwise provided in Section 1.04(c),
Certificates owned by or pledged to any Person shall have an equal and
proportionate benefit under the provisions of this Agreement, without
preference, priority, or distinction as among all of the Certificates.

                                   ARTICLE II

                       ORIGINAL ISSUANCE OF CERTIFICATES;
                              ACQUISITION OF NOTES

                  Section 2.01. Issuance of Certificates; Acquisition of Notes.
Prior to or concurrently with the execution and delivery of this Agreement, the
Pass Through Trustee shall also execute and deliver with respect to each Leased
Property the Participation Agreement, in the form delivered to the Pass Through
Trustee on or prior to the date of the execution and delivery hereof. Upon the
written request of the Company and the satisfaction or waiver of closing
conditions specified in the Participation Agreement, the Pass Through Trustee
shall execute, authenticate and deliver the Initial Certificates in authorized
denominations equaling in the aggregate the amount set forth in Schedule I to
the Certificate Purchase Agreement under the column heading "Series A-2
Certificates", such Initial Certificates evidencing in the aggregate the entire
ownership interest in the Pass Through Trust, which amount shall equal the
maximum aggregate principal amount of Notes to be purchased by the Pass Through
Trustee under the

                                      -13-

<PAGE>

Participation Agreement with respect to all of the Properties. On the Issuance
Date, the Pass Through Trustee shall purchase, pursuant to the terms and
conditions of the related Indentures, the Notes contemplated to be purchased by
the Pass Through Trustee under the related Indentures at a purchase price equal
to the consideration so received for the Certificates. Except as provided in
Sections 3.04, 3.05, 3.06, 3.07 and 3.08, the Pass Through Trustee shall not
execute, authenticate or deliver Initial Certificates in excess of the aggregate
amount specified in this Section 2.01. The aggregate Fractional Undivided
Interest of Certificates shall not at any time exceed $250,720,000.

                  Section 2.02. Acceptance by Pass Through Trustee. The Pass
Through Trustee, upon the execution and delivery of this Agreement, acknowledges
its acceptance of all right, title and interest in and to the Trust Property
acquired pursuant to Section 2.01 and declares that the Pass Through Trustee
holds and will hold such right, title, and interest, together with all other
property constituting the Trust Property, in segregated accounts as provided
herein, for the benefit of all present and future holders of Certificates, upon
the trusts herein set forth. By its payment for and acceptance of each
Certificate issued to it hereunder, each initial Certificateholder as grantor of
the Pass Through Trust thereby joins in the creation and declaration of the Pass
Through Trust.

                  Section 2.03. Limitation of Powers. The Pass Through Trust is
constituted solely for the purpose of making investments in the Notes, and,
except as set forth herein, the Pass Through Trustee is not authorized or
empowered to acquire any other investments or engage in any other activities
and, in particular, the Pass Through Trustee is not authorized or empowered to
do anything that would cause the Pass Through Trust to fail to qualify as a
"grantor trust" for federal income tax purposes (including, as subject to this
restriction, acquiring any Lease Property by bidding the Notes or otherwise, or
taking any action with respect to any such Lease Property once acquired).

                                   ARTICLE III

                                THE CERTIFICATES

                  Section 3.01. Form, Denomination and Execution of
Certificates. (a) The Initial Certificates shall be known as the "8.62% Initial
Pass Through Certificates, Series A-2" and the Exchange Certificates shall be
known as the "8.62% Exchange Pass Through Certificates, Series A-2", in each
case, of the Pass Through Trust. Each Certificate will represent fractional
undivided interests in the Trust Property, shall be issued in fully registered
form only without interest coupons and shall be substantially in the form
attached hereto as Exhibit A, with such appropriate omissions, variations,
substitutions and insertions as are permitted by this Agreement, and may have
such letters, numbers or other marks of identification and such legends or
endorsements printed, lithographed or engraved thereon, as may be required to
comply with the rules of any Clearing Agency, any securities exchange on which
the Certificates may be listed or to conform to any usage in respect thereof, or
as may, consistently herewith, be prescribed by the Pass Through Trustee or by
the officer executing such Certificates, such determination by said officer to
be evidenced by his or her execution of the Certificates. The Certificates shall
not be issued in bearer form.

                                      -14-

<PAGE>

                  (b) engraved or produced by any combination of these methods
or may be produced in any other manner, all as determined by the officer
executing such Certificates, as evidenced by his execution of such Certificates.

                  (c) The Initial Certificates shall be issued in fully
registered form only without interest coupons in minimum denominations of
$100,000 and integral multiples of $1,000 in excess thereof, except that one
Certificate may be issued in a denomination of less than $100,000. The Exchange
Certificates will be issued in denominations of $1,000 or integral multiples
thereof, except that one Certificate may be issued in a denomination of less
than $1,000.

                  (d) The Certificates shall be executed on behalf of the Pass
Through Trust by manual or facsimile signature of a Responsible Officer of the
Pass Through Trustee. Certificates bearing the manual or facsimile signature of
an individual who was, at the time when such signature was affixed, authorized
to sign on behalf of the Pass Through Trustee shall be valid and binding
obligations of the Pass Through Trustee, notwithstanding that such individual
has ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such office at the date of such Certificates.

                  (e) Certificates offered and sold in reliance on Rule 144A
shall be issued initially in the form of one or more permanent global
Certificates substantially in the form of Exhibit A hereto with such applicable
legends as are provided for in Section 3.02 (each a "Restricted Global
Certificate") duly executed and authenticated by the Pass Through Trustee as
hereinafter provided. Such Restricted Global Certificates shall be in fully
registered form and shall be registered in the name of DTC, or its nominee, and
deposited with the Pass Through Trustee, at its Corporate Trust Office, as
custodian for DTC. The Fractional Undivided Interest of any Restricted Global
Certificate may from time to time be increased or decreased by adjustments made
on the records of the Pass Through Trustee, as custodian for DTC for such
Restricted Global Certificate, as provided in Section 3.07 hereof, which
adjustments shall be conclusive as to the Fractional Undivided Interest of any
such permanent Restricted Global Certificate.

                  (f) Certificates offered and sold outside the United States in
reliance on Regulation S shall be issued initially in the form of one or more
temporary global Certificates substantially in the form of Exhibit A hereto with
such applicable legends as are provided in Section 3.02 hereof (each, a
"Regulation S Temporary Global Certificate") duly executed and authenticated by
the Pass Through Trustee as hereinafter provided. Such Regulation S Temporary
Global Certificates shall be in fully registered form and shall be registered in
the name of DTC, or its nominee, and deposited with the Pass Through Trustee, at
its Corporate Trust Office, as custodian for DTC, for credit to the respective
accounts of beneficial owners of such Certificates (or to such other accounts as
they may direct) at Euroclear and/or Clearstream, Luxembourg. The Distribution
Compliance Period (as defined below) shall be terminated upon the receipt by the
Pass Through Trustee of (i) a written certificate from DTC, together with copies
of certificates from Euroclear and Clearstream, Luxembourg, certifying that they
have received certification of non-United States beneficial ownership of 100% of
the Fractional Undivided Interest of the Regulation S Temporary Global
Certificate (except to the extent of any beneficial owners thereof who acquired
an interest therein during the Distribution Compliance

                                      -15-

<PAGE>

Period pursuant to another exemption from registration under the Securities Act
and who will take delivery of a beneficial ownership interest in a Restricted
Global Certificate), and (ii) any certificates required pursuant to Rule 903
under the Securities Act. Following the termination of the Distribution
Compliance Period, beneficial interests in the Regulation S Temporary Global
Certificate shall be exchanged for beneficial interests in the form of one or
more permanent global Certificates substantially in the form of Exhibit A hereto
(each, a "Regulation S Permanent Global Certificate") pursuant to the Applicable
Procedures. Neither the Certificateholder nor the beneficial owners of the
beneficial interests in such Regulation S Temporary Global Certificate shall be
entitled to receive payment of interest thereon until such beneficial interest
is exchanged for a beneficial interest in the Regulation S Permanent Global
Certificate. Simultaneously with the authentication of the Regulation S
Permanent Global Certificate, the Pass Through Trustee shall cancel the
Regulation S Temporary Global Certificate. The Fractional Undivided Interest of
the Regulation S Temporary Global Certificate and the Regulation S Permanent
Global Certificate may from time to time be increased or decreased by
adjustments made on the records of the Pass Through Trustee, as custodian for
DTC for such Global Certificate, as provided in Section 3.07 hereof, which
adjustments shall be conclusive as to the Fractional Undivided Interest of such
Regulation S Global Certificate. The Restricted Global Certificate and the
Regulation S Global Certificates are sometimes collectively referred to herein
as the "Global Certificates". As used herein, the term "Distribution Compliance
Period", with respect to the Regulation S Global Certificates offered and sold
in reliance on Regulation S, means the period of 40 consecutive days beginning
on and including the later of (i) the first date on which the Certificates are
offered to persons other than distributors (as defined in Regulation S) in
reliance on Regulation S and (ii) the Issuance Date.

                  (g) Certificates offered and sold to any Institutional
Accredited Investor which is not a QIB in a transaction exempt from registration
under the Securities Act (and other than as described in Section 3.01(e)) shall
be issued substantially in the form of Exhibit A hereto in definitive, fully
registered form without interest coupons with such applicable legends as are
provided for in Section 3.02 (the "Restricted Definitive Certificates") duly
executed and authenticated by the Pass Through Trustee as hereinafter provided.
Certificates issued pursuant to Section 3.06(b) in exchange for interests in a
Restricted Global Certificate shall be issued in the form of a Restricted
Definitive Certificate and Certificates issued pursuant to Section 3.06(b) in
exchange for an interest in a Regulation S Permanent Global Certificate shall be
issued in definitive, fully registered form without interest coupons (the
"Regulation S Definitive Certificates"). The Restricted Definitive Certificates
and the Regulation S Definitive Certificates are sometimes collectively referred
to herein as the "Definitive Certificates".

                  (h) The Exchange Certificates shall be issued in the form of
one or more global Certificates substantially in the form of Exhibit A hereto
(each, a "Global Exchange Certificate"), except that (i) the restricted legend
shall be omitted and (ii) such Exchange Certificates shall contain such
appropriate insertions, omissions, substitutions and other variations from the
form set forth in Exhibit A hereto relating to the nature of the Exchange
Certificates as the Responsible Officer of the Pass Through Trustee executing
such Exchange Certificates on behalf of the Pass Through Trust may determine, as
evidenced by such officer's execution on behalf of the Pass Through Trust of
such Exchange Certificates. Such Global Exchange Certificates shall be in
registered form and be registered in the name of DTC and deposited with the Pass
Through

                                      -16-

<PAGE>

Trustee, at its Corporate Trust Office, as custodian for DTC. The Fractional
Undivided Interest of any Global Exchange Certificate may from time to time be
increased or decreased by adjustments made on the records of the Pass Through
Trustee, as custodian for DTC for such Global Exchange Certificate, which
adjustments shall be conclusive as to the Fractional Undivided Interest of any
such Global Exchange Certificate.

                  Section 3.02. Restrictive Legends. (a) All Certificates issued
pursuant to this Agreement for resale pursuant to Rule 144A or offered and sold
to any Institutional Accredited Investor which is not a QIB (including any
Global Certificate issued upon registration of transfer, in exchange for or in
lieu of such Certificates) shall be "Restricted Certificates". Each Certificate
shall bear a legend to the following effect (the "Restricted Legend") unless the
Company instructs the Pass Through Trustee otherwise consistent with applicable
law:

         THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). YOU, THE
         HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREE THAT THIS
         CERTIFICATE MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
         TRANSFERRED OTHER THAN (1) TO A PERSON WHOM THE TRANSFEROR REASONABLY
         BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
         144A OF THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF
         RULE 144A, (2) TO AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS
         DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
         SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT (UPON DELIVERY TO THE PASS THROUGH
         TRUSTEE AND AHOLD LEASE U.S.A., INC. OF AN OPINION OF COUNSEL AND OTHER
         DOCUMENTATION AS THE PASS THROUGH TRUSTEE OR AHOLD LEASE U.S.A., INC.
         MAY REQUEST), (3) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS
         OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4)
         PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
         PROVIDED BY RULE 144 OF THE SECURITIES ACT (IF APPLICABLE), (5)
         PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
         ACT, OR (6) TO AHOLD LEASE U.S.A., INC. OR ANY AFFILIATE (AS DEFINED IN
         RULE 501(b) OF REGULATION D UNDER THE SECURITIES ACT) OF AHOLD LEASE
         U.S.A., INC. AND, IN EACH OF THE FOREGOING CASES, IN ACCORDANCE WITH
         ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

                  (b) Each Global Certificate shall bear the following legend on
         the face thereof:

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         PASS THROUGH TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER,
         EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS
         CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
         NAME AS IS

                                      -17-

<PAGE>

         REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
         HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
         AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
         HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
         AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
         SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
         CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
         RESTRICTIONS SET FORTH IN SECTIONS 3.06 AND 3.07 OF THE PASS THROUGH
         TRUST AGREEMENT REFERRED TO HEREIN.

                   (c) The Regulation S Temporary Global Certificate shall bear
         the following legend on the face thereof:

         THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE,
         AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR PERMANENT
         OR CERTIFICATED CERTIFICATES, ARE AS SPECIFIED IN THE PASS THROUGH
         TRUST AGREEMENT. NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS
         REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE
         PAYMENT OF INTEREST HEREON.

         THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE IS EXCHANGEABLE IN WHOLE
         OR IN PART FOR ONE OR MORE GLOBAL CERTIFICATES ONLY (1) ON OR AFTER THE
         TERMINATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN
         REGULATION S) AND (2) UPON PRESENTATION OF CERTIFICATES REQUIRED BY
         SECTION 3.01(f) OF THE PASS THROUGH TRUST AGREEMENT REFERRED TO HEREIN.
         UPON EXCHANGE OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE FOR ONE
         OR MORE GLOBAL CERTIFICATES, THE PASS THROUGH TRUSTEE SHALL CANCEL THIS
         REGULATION S TEMPORARY GLOBAL CERTIFICATE.

                  (d) Each Certificate shall also bear the following legend on
         the face thereof:

         BY YOUR ACQUISITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN, YOU
         COVENANT AND AGREE, FOR THE BENEFIT OF THE INDENTURE TRUSTEES, THE PASS
         THROUGH TRUSTEES, KONINKLIJKE AHOLD N.V., AHOLD LEASE U.S.A., INC. AND
         THE LESSORS HEREIN REFERRED TO, THAT (A) YOU ARE NOT A PLAN (AS DEFINED
         BELOW) AND THAT YOU ARE NOT PURCHASING OR HOLDING SUCH CERTIFICATE OR
         ANY INTEREST HEREIN ON BEHALF OF, OR WITH THE ASSETS OF, A PLAN OR (B)
         YOUR PURCHASE, HOLDING AND DISPOSITION OF THIS CERTIFICATE OR INTEREST
         HEREIN IS

                                      -18-

<PAGE>

         EXEMPT FROM THE PROHIBITED TRANSACTION RULES OF ERISA (AS DEFINED
         BELOW) AND THE CODE (AS DEFINED BELOW) PURSUANT TO ONE OR MORE
         APPLICABLE STATUTORY OR ADMINISTRATIVE PROHIBITED TRANSACTION
         EXEMPTIONS. FOR THESE PURPOSES, A "PLAN" INCLUDES AN "EMPLOYEE BENEFIT
         PLAN" (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
         SECURITY ACT OF 1974, AS AMENDED ("ERISA")) SUBJECT TO TITLE I OF
         ERISA, A "PLAN" (AS DEFINED IN SECTION 4975(E)(1) OF THE INTERNAL
         REVENUE CODE OF 1986, AS AMENDED (THE "CODE")), OR ANY ENTITY WHOSE
         UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF SUCH EMPLOYEE
         BENEFIT PLAN'S OR PLAN'S INVESTMENT IN THE ENTITY.

                  Section 3.03. Authentication of Certificates. (a) Subject to
Section 2.01, the Pass Through Trustee shall duly authenticate and deliver
Certificates in authorized denominations equaling the aggregate principal amount
of the Notes contemplated to be purchased by the Pass Through Trustee pursuant
to the Participation Agreements for all the Transactions, which together shall
evidence in the aggregate the entire ownership interest in the Pass Through
Trust.

                  (b) No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form set forth in Exhibit A
hereto executed by the Pass Through Trustee by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.

                  (c) Certificates bearing the manual signature of an individual
who was, at the time when such signature was affixed, authorized to sign on
behalf of the Pass Through Trustee shall be valid and binding obligations of the
Pass Through Trust notwithstanding that such individual has ceased to be so
authorized prior to the authentication and delivery of such Certificates or did
not hold such office on the date of such Certificates.

                  Section 3.04. Temporary Certificates. Pending the preparation
of permanent Certificates, the Pass Through Trustee may execute, authenticate
and deliver temporary Certificates, which are printed, lithographed,
typewritten, or otherwise produced, in any denomination, containing
substantially the same terms and provisions as set forth in Exhibit A except for
such appropriate insertions, omissions, substitutions and other variations
relating to their temporary nature as the officer executing such temporary
Certificates may determine, as evidenced by their execution of such temporary
Certificates.

                  If temporary Certificates are issued, the Pass Through Trustee
will cause permanent Certificates to be prepared without unreasonable delay.
After the preparation of permanent Certificates, the temporary Certificates
shall be exchangeable for permanent Certificates upon surrender of the temporary
Certificates at the Corporate Trust Office of the Pass Through Trustee, or at
the office or agency of the Pass Through Trustee maintained in accordance with
Section 7.12, without charge to the holder. Upon surrender for cancellation of
any one or more temporary Certificates, the Pass Through Trustee shall execute,
authenticate and

                                      -19-

<PAGE>

deliver in exchange therefor permanent Certificates of authorized denominations
of a like Fractional Undivided Interest. Subject to Section 3.01(f), until so
exchanged, such temporary Certificates shall in all respects be entitled to the
same benefits under this Agreement as permanent Certificates.

                  Section 3.05.  Registration of Transfer and Exchange of
Certificates.

                  (a) The Pass Through Trustee shall cause to be kept at the
office or agency to be maintained by it in accordance with the provisions of
Section 7.12 a register (the "Register") in which, subject to such reasonable
regulations as it may prescribe, the Pass Through Trustee shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. The Pass Through Trustee shall initially be the registrar (the
"Registrar") for the purpose of registering Certificates and transfers and
exchanges of Certificates as herein provided. The Company, upon written notice
to the Pass Through Trustee may change the Registrar at any time. All
Certificates issued upon any registration of transfer or exchange of
Certificates shall be valid obligations of the Pass Through Trust, evidencing
the same interest therein, and entitled to the same benefits under this
agreement as the Certificates surrendered upon such transfer or exchange.

                  (b) Subject to the provisions of Section 3.07, upon surrender
for registration of transfer of any Certificate at the Corporate Trust Office or
such other office or agency, the Pass Through Trustee shall execute,
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates in authorized denominations of a like
aggregate Fractional Undivided Interest.

                  (c) At the option of a Certificateholder, Certificates may be
exchanged for other Certificates of authorized denominations of a like
Fractional Undivided Interest, upon surrender of the Certificates to be
exchanged at the office or agency referred to in paragraph (a) of this Section
3.05; provided, that a Restricted Certificate may only be exchanged for another
Restricted Certificate, until such restrictions on such Restricted Certificate
shall cease and terminate in accordance with the terms of Section 3.07 and
provided further, that no exchanges of Initial Certificates for Exchange
Certificates shall occur until an Exchange Offer Registration Statement shall
have been declared effective by the Commission (notice of which shall be
provided to the Pass Through Trustee by the Company). No such transfer shall be
effected until, and such transferee shall succeed to the rights of a
Certificateholder only upon, final acceptance and registration of transfer by
the Registrar in the Register. Prior to the registration of any transfer by a
Certificateholder as provided herein, the Pass Through Trustee shall treat the
Person in whose name the Certificate is registered as the owner thereof for all
purposes and the Pass Through Trustee shall not be affected by notice to the
contrary. Whenever any Certificates are so surrendered for transfer or exchange,
the Registrar shall register the transfer or make the exchange as requested, if
the requirements for such transaction are met and the Pass Through Trustee shall
execute, authenticate and deliver the Certificates that the Certificateholder
making the transfer or exchange is entitled to receive. Every Certificate
presented or surrendered for registration of transfer or exchange shall be duly
endorsed or accompanied by a written instrument of transfer in form satisfactory
to the Pass Through Trustee and the Registrar duly executed by the
Certificateholder thereof or its attorney duly authorized in writing.

                                      -20-

<PAGE>

                  (d) No service charge shall be made to a Certificateholder for
any registration of transfer or exchange of Certificates, but the Pass Through
Trustee shall require payment by the Certificateholders of a sum sufficient to
cover any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.

                  Section 3.06. Book-Entry Provisions for Global Certificates.
(a) Global Certificates shall (i) be registered in the name of DTC or its
nominee, (ii) be delivered to the Pass Through Trustee, as custodian for DTC,
and (iii) bear the applicable legends set forth in Section 3.02. Members of, or
participants in, DTC ("Participants") shall have no rights under this Agreement
with respect to any Global Certificate held on their behalf by DTC, or the Pass
Through Trustee as its custodian, and DTC may be treated by the Pass Through
Trustee and any agent of the Pass Through Trustee as the absolute owner of such
Global Certificate for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Pass Through Trustee or any agent of the Pass
Through Trustee from giving effect to any written certification, proxy or other
authorization furnished by DTC or shall impair, as between DTC and its
Participants, the operation of customary practices governing the exercise of the
rights of a holder of any Certificate. Upon the issuance of any Global
Certificate, the Registrar or its duly appointed agent shall record DTC as the
registered holder of such Global Certificate.

                  (b) Transfers of any Global Certificate shall be limited to
transfers of such Restricted Global Certificate or Regulation S Global
Certificate in whole, but not in part, to DTC. Beneficial interests in the
Restricted Global Certificate and any Regulation S Global Certificate may be
transferred in accordance with the Applicable Procedures of DTC and the
provisions of Section 3.07. Beneficial interests in a Global Certificate shall
be delivered to all beneficial owners thereof in the form of Restricted
Definitive Certificates or Regulation S Definitive Certificates, as the case may
be, if:

                  (i)          DTC notifies the Pass Through Trustee at any time
                           that it is unwilling or unable to continue as
                           depositary for such Global Certificate and a
                           successor depositary is not appointed by the Company
                           within 90 days of such notice;

                  (ii)         the Company, at its option, gives notice to the
                           Pass Through Trustee in writing of its election to
                           terminate book-entry settlement through DTC in
                           respect of the Certificates; or

                  (iii)        during the continuation of an Event of Default,
                           owners of beneficial interests in a Global
                           Certificate representing not less than a majority in
                           Fractional Undivided Interest of the Certificates
                           give notice to the Pass Through Trustee, the Company
                           and DTC through Participants in writing that the
                           continuation of a book-entry system through DTC or
                           its successor is no longer in their best interests;

provided that in no event shall the Regulation S Temporary Global Certificate be
exchanged for Definitive Certificates prior to (x) the expiration of the
Distribution Compliance Period and (y) the receipt by the Pass Through Trustee
of any certificates required pursuant to Rule 903

                                      -21-

<PAGE>

under the Securities Act. The Company shall not be liable if it is unable to
locate a qualified successor clearing agency.

                  (c) Any beneficial interest in one of the Global Certificates
that is transferred to a Person who takes delivery in the form of an interest in
another Global Certificate will, upon such transfer, cease to be an interest in
such Global Certificate and become an interest in the other Global Certificate
and, accordingly, will thereafter be subject to all transfer restrictions, if
any, and other procedures applicable to beneficial interests in such other
Global Certificate for as long as it remains such an interest.

                  (d) In connection with the transfer of an entire Restricted
Global Certificate or an entire Regulation S Global Certificate to the
beneficial owners thereof pursuant to paragraph (b) of this Section 3.06, such
Restricted Global Certificate or Regulation S Global Certificate, as the case
may be, shall be deemed to be surrendered to the Pass Through Trustee for
cancellation, and the Pass Through Trustee shall execute, authenticate and
deliver to each beneficial owner identified by DTC, in exchange for its
beneficial interest in such Restricted Global Certificate or Regulation S Global
Certificate, as the case may be, an equal Fractional Undivided Interest of
Restricted Definitive Certificates or Regulation S Definitive Certificates, as
the case may be, of authorized denominations. None of the Company, the
Registrar, the Paying Agent or the Pass Through Trustee shall be liable for any
delay in delivery of instructions by DTC and may conclusively rely on, and shall
be protected in relying on, the registration instructions provided by DTC. Upon
the issuance of Definitive Certificates, the Pass Through Trustee shall
recognize the Person in whose name the Definitive Certificates are registered in
the Register as Certificateholders hereunder.

                  (e) Any Definitive Certificate delivered in exchange for an
interest in the Restricted Global Certificate pursuant to paragraph (b) of this
Section 3.06 shall, except as otherwise provided by paragraph (e) of Section
3.07, bear the Restricted Legend.

                  (f) The registered holder of any Global Certificate may grant
proxies and otherwise authorize any Person, including Participants and Persons
that may hold interests through Participants, to take any action which a
Certificateholder is entitled to take under this Agreement or the Certificates.

                  Section 3.07. Transfer Provisions. Unless and until (i) an
Initial Certificate is sold under an effective Shelf Registration Statement or
(ii) an Initial Certificate is exchanged for an Exchange Certificate pursuant to
an effective Exchange Offer Registration Statement, in each case pursuant to the
terms of the Registration Rights Agreement, the following transfer provisions
shall apply to such Initial Certificates:

                  (a) Transfers to Non-QIB Institutional Accredited Investors.
The following provisions shall apply with respect to the registration of any
proposed transfer of an Initial Certificate to any Institutional Accredited
Investor which is neither a QIB nor a Non-U.S. Person (excluding transfers by a
Participant holding Regulation S Definitive Certificates or a beneficial
interest in the Regulation S Permanent Global Certificate):

                                      -22-

<PAGE>

                           (i)   The Pass Through Trustee shall register the
                  transfer of any Initial Certificate or a beneficial interest
                  therein, whether or not bearing the Restricted Legend, only if
                  (x) the requested transfer is at least two years (or such
                  shorter period as may be specified under Rule 144 under the
                  Securities Act) after the later of the original issue date of
                  the Certificates and the last date on which such Initial
                  Certificate was held by the Company, the Pass Through Trustee
                  or any Affiliate of any of such Persons or (y) (a) the
                  proposed transferee has checked the applicable box provided
                  for on the form of Certificate, if in definitive form, (b) the
                  proposed transferor has provided the Pass Through Trustee with
                  a certificate substantially in the form of Exhibit C, (c) the
                  transferor or transferee has delivered to the Pass Through
                  Trustee and the Company an opinion of counsel in form and
                  scope satisfactory to the Pass Through Trustee and the
                  Company, (d) the transferee has executed a certificate
                  substantially in the form of Exhibit B hereto and (e) the
                  Fractional Undivided Interest of the Certificates being
                  transferred is at least $100,000. Except as provided in the
                  foregoing sentence, the Registrar shall not register the
                  transfer of any Certificate to any Institutional Accredited
                  Investor which is neither a QIB nor a Non-U.S. Person.

                           (ii)  If the proposed transferor is a Participant
                  holding a beneficial interest in a Restricted Global
                  Certificate, upon receipt by the Pass Through Trustee of (x)
                  the documents, if any, required by paragraph (i) above and (y)
                  instructions given in accordance with DTC's and the Pass
                  Through Trustee's procedures, the Pass Through Trustee shall
                  reflect on its books and records the date of the transfer and
                  a decrease in the Fractional Undivided Interest of such
                  Restricted Global Certificate in an amount equal to the
                  Fractional Undivided Interest of the beneficial interest in
                  such Restricted Global Certificate to be transferred, and the
                  Pass Through Trustee shall execute, authenticate and deliver
                  to the transferor or as such transferor directs, one or more
                  Restricted Definitive Certificates of like tenor and amount.

                           (iii) If the proposed transferor is an Institutional
                  Accredited Investor holding a Restricted Definitive
                  Certificate, upon fulfillment of the requirements specified in
                  clause (y) of paragraph (i) above by another Institutional
                  Accredited Investor, the Pass Through Trustee shall reflect on
                  its books and records the date of the transfer, and the Pass
                  Through Trustee shall execute, authenticate and deliver to the
                  transferor or as such transferor directs, one or more new
                  Restricted Definitive Certificates of like tenor and amount.

                  (b) Transfers to QIBs. The following provisions shall apply
with respect to the registration of any proposed transfer of an Initial
Certificate to a QIB (excluding Non-U.S. Persons):

                           (i)   If the Initial Certificate to be transferred
                  consists of Restricted Definitive Certificates, or of an
                  interest in any Regulation S Temporary Global Certificate
                  during the Distribution Compliance Period, the Pass Through
                  Trustee shall register the transfer if such transfer is being
                  made by a proposed transferor

                                      -23-

<PAGE>

                  who has checked the box provided for on the form of
                  Certificate, if in definitive form, and has provided the Pass
                  Through Trustee with a certificate substantially in the form
                  of Exhibit C to a transferee who has signed the required
                  certification provided for on the form of Certificate.

                           (ii)  Upon receipt by the Pass Through Trustee of (x)
                  the documents, if any, required by clause (i) above and (y)
                  instructions given in accordance with DTC's and the Pass
                  Through Trustee's procedures therefor, the Pass Through
                  Trustee shall reflect on its books and records the date of
                  such transfer and an increase in the principal amount of a
                  Restricted Global Certificate in an amount equal to the
                  principal amount of the Restricted Definitive Certificates or
                  interests in such Regulation S Temporary Global Certificate or
                  Regulation S Permanent Global Certificate, as the case may be,
                  being transferred, and the Pass Through Trustee shall cancel
                  such Restricted Definitive Certificates or decrease the amount
                  of such Regulation S Temporary Global Certificate or
                  Regulation S Permanent Global Certificate so transferred.

                  (c) Transfers of Interests in the Regulation S Global
Certificate or Regulation S Definitive Certificates. Except as provided in
Section 3.07(b),

                           (i)   Until the expiration of the Distribution
                  Compliance Period, interests in the Regulation S Temporary
                  Global Certificate may only be held through Euroclear and
                  Clearstream, Luxembourg. After the expiration of the
                  Distribution Compliance Period, the Regulation S Temporary
                  Global Certificate shall be exchanged, subject to the terms of
                  Section 3.01(f) and in accordance with the Applicable
                  Procedures, for the Regulation S Permanent Global Certificate,
                  whereupon the Registrar shall register any transfer of
                  interests in any Regulation S Global Certificate or Regulation
                  S Definitive Certificates without requiring any additional
                  certification (except to the extent that at the time of such
                  transfer applicable law shall require otherwise and other than
                  as provided in Section 3.07(d)).

                           (ii)  Upon receipt by the Registrar of (x) in the
                  case of a transfer of an interest in any Regulation S
                  Temporary Global Certificate, the documents required by
                  Section 3.07(b)(i) and (y) in any case, instructions in
                  accordance with DTC's and the Registrar's procedures, the
                  Registrar shall reflect on its books and records the date of
                  such transfer and shall reflect a decrease in the Fractional
                  Undivided Interest of such Regulation S Global Certificate in
                  an amount equal to the Fractional Undivided Interest in the
                  Regulation S Global Certificate to be transferred, and either
                  an increase in the Fractional Undivided Interest of the
                  Restricted Global Certificate in an amount equal to the
                  Fractional Undivided Interest of the Regulation S Global
                  Certificate being transferred or the Pass Through Trustee
                  shall execute, authenticate and deliver to the transferor or
                  as such transferor directs, one or more Restricted Definitive
                  Certificates in a Fractional Undivided Interest equal to the
                  Fractional Undivided Interest in the Regulation S Global
                  Certificate being transferred, as the case may be.

                                      -24-

<PAGE>

                  (d) Transfers to Non-U.S. Persons at Any Time. The following
provisions shall apply with respect to any registration of any transfer of a
Certificate to a Non-U.S. Person:

                           (i)   Prior to the expiration of the Distribution
                  Compliance Period, the Registrar shall register any proposed
                  transfer of a Certificate to a Non-U.S. Person upon receipt of
                  a certificate substantially in the form set forth as Exhibit C
                  hereto from the proposed transferor.

                           (ii)  After the expiration of the Distribution
                  Compliance Period, the Registrar shall register any proposed
                  transfer to any Non-U.S. Person if the Certificate to be
                  transferred is a Restricted Definitive Certificate or an
                  interest in a Restricted Global Certificate, upon receipt of a
                  certificate substantially in the form of Exhibit C from the
                  proposed transferor.

                           (iii) Upon receipt by the Registrar of (x) the
                  documents, if any, required by clause (i) or (ii) and (y)
                  instructions in accordance with DTC's and the Registrar's
                  procedures, the Registrar shall reflect on its books and
                  records the date of such transfer and in the case of a
                  transfer of Restricted Definitive Certificates, shall cancel
                  such Certificates or, in the case of a transfer from the
                  Restricted Global Certificate, shall reflect a decrease in the
                  principal amount of such Restricted Global Certificate in an
                  amount equal to the principal amount of the beneficial
                  interest in such Restricted Global Certificate to be
                  transferred, and an increase in the principal amount of the
                  Regulation S Global Certificate in an amount equal to the
                  principal amount of the Restricted Definitive Certificate or
                  the Restricted Global Certificate, as the case may be, to be
                  transferred.

                  (e) Restricted Legend. Upon the transfer, exchange or
replacement of Certificates not bearing the Restricted Legend, the Registrar
shall deliver Certificates that do not bear the Restricted Legend. Upon the
transfer, exchange or replacement of Certificates bearing the Restricted Legend,
the Registrar shall deliver only Certificates that bear the Restricted Legend
unless either (i) the circumstances contemplated by paragraph (d)(ii) of this
Section 3.07 exist or (ii) there is delivered to the Registrar and the Company
an opinion of counsel acceptable to the Registrar and the Company to the effect
that neither such legend nor the related restrictions on transfer are required
in order to maintain compliance with the provisions of the Securities Act.

                  (f) General. By acceptance of any Certificate bearing the
Restricted Legend, each such Certificateholder will be deemed to acknowledge the
restrictions on transfer of such Certificate set forth in this Agreement and to
agree that it will transfer such Certificate only as provided in this Agreement.
The Registrar shall not register a transfer of any Certificate unless such
transfer complies with the restrictions on transfer, if any, of such Certificate
set forth in this Agreement. In connection with any transfer of Certificates,
each Certificateholder will be deemed to agree by its acceptance of the
Certificates to furnish the Registrar, the Pass Through Trustee and the Company
such certifications, legal opinions or other information as any of them may
reasonably require to confirm that such transfer is being made pursuant to an
exemption from, or a transaction not subject to, the registration requirements
of the Securities Act and in accordance

                                      -25-

<PAGE>

with the terms and provisions of this Article III; provided that the Registrar
shall not be required to determine the sufficiency of any such certifications,
legal opinions or other information.

                  Until such time as no Certificates remain Outstanding, the
Registrar shall retain copies of all letters, notices and other written
communications received pursuant to Section 3.06 or this Section 3.07. The Pass
Through Trustee, if not the Registrar at such time, shall have the right to
inspect and make copies of all such letters, notices or other written
communications at any reasonable time upon the giving of reasonable written
notice to the Registrar.

                  Section 3.08. Mutilated, Destroyed, Lost or Stolen
Certificates. If (a) any mutilated Certificate is surrendered to the Registrar,
or the Registrar receives evidence to its satisfaction of the destruction, loss
or theft of any Certificate, and (b) there is delivered to the Registrar and the
Pass Through Trustee such security, indemnity or bond, as may be required by
them to save each of them harmless, then, in the absence of notice to the
Registrar or the Pass Through Trustee that such Certificate has been acquired by
a protected purchaser, and provided that the requirements of Section 8-405 of
the Uniform Commercial Code in effect in the applicable jurisdiction are met,
the Pass Through Trustee shall execute, authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a
new Certificate in an authorized denomination of like Fractional Undivided
Interest with the same final Regular Distribution Date and bearing a number not
contemporaneously outstanding. In connection with the issuance of any new
Certificate under this Section 3.08, the Pass Through Trustee shall require the
payment by the Certificateholders of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Pass Through Trustee and the
Registrar) connected therewith. Any duplicate Certificate issued pursuant to
this Section 3.08 shall constitute conclusive evidence of the appropriate
Fractional Undivided Interest in the Trust Property, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

                  Section 3.09. Persons Deemed Owners. Prior to due presentation
of a Certificate for registration of transfer, the Pass Through Trustee, the
Company, any Lessor, the Registrar and any Paying Agent of the Pass Through
Trustee may treat the person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions pursuant to
Section 4.02 and for all other purposes whatsoever, and none of the Pass Through
Trustee, the Company, the Lessor, the Registrar or any Paying Agent of the Pass
Through Trustee shall be affected by any notice to the contrary.

                  Section 3.10. Cancellation. All Certificates surrendered for
payment or transfer or exchange shall, if surrendered to any Person party hereto
other than the Registrar, be delivered to the Registrar for cancellation. No
Certificates shall be authenticated in lieu of or in exchange for any
Certificates cancelled as provided in this Section 3.10, except as expressly
permitted by this Agreement. All cancelled Certificates held by the Registrar
shall be destroyed and a certification of their destruction delivered to the
Pass Through Trustee.

                  Section 3.11. Limitation of Liability for Payments. All
payments or distributions made to Certificateholders under this Agreement shall
be made only from the Trust Property and

                                      -26-

<PAGE>

only to the extent that the Pass Through Trustee shall have sufficient income or
proceeds from the Trust Property to make such payments in accordance with the
terms of Article IV of this Agreement. Each Certificateholder, by its acceptance
of a Certificate, will be deemed to agree that it will look solely to the income
and proceeds from the Trust Property to the extent available for distribution to
the Certificateholder thereof as provided in this Agreement and not to the
Company or the Pass Through Trustee or any Affiliate thereof.

                                   ARTICLE IV

                          DISTRIBUTIONS; STATEMENTS TO
                               CERTIFICATEHOLDERS

                  Section 4.01. Certificate Account and Special Payments
Account. (a) The Pass Through Trustee shall establish and maintain for the
benefit of the Certificateholders a Certificate Account (Account No. 1076010613)
(the "Certificate Account"), which shall be a non-interest bearing Eligible
Account. The Pass Through Trustee shall hold the Certificate Account in trust
for the benefit of the Certificateholders, and shall make or permit withdrawals
therefrom only as provided in this Agreement. On each day when a Scheduled
Payment is made under an Indenture to the Pass Through Trustee, as holder of the
Notes issued under such Indenture, the Pass Through Trustee upon receipt shall
immediately deposit the aggregate amount of such Scheduled Payment in the
Certificate Account.

                  (b) The Pass Through Trustee shall establish and maintain for
the benefit of the Certificateholders a Special Payments Account (Account No.
1076010622) (the "Special Payments Account"), which shall be a
non-interest-bearing Eligible Account except as provided in Section 4.04. The
Pass Through Trustee shall hold each Special Payments Account in trust for the
benefit of the Certificateholders, and shall make or permit withdrawals
therefrom only as provided in this Agreement. On each day when one or more
Special Payments (other than a Special Payment that represents the proceeds of
any sale pursuant to Article VI by the Pass Through Trustee of a Note) are made
under an Indenture to the Pass Through Trustee, as holder of the Notes, the Pass
Through Trustee upon receipt shall immediately deposit the aggregate amounts of
such Special Payments in the Special Payments Account. Upon the sale of any Note
by the Pass Through Trustee pursuant to Article VI and the realization of any
proceeds thereof, the Pass Through Trustee shall deposit the aggregate amount of
such proceeds as a Special Payment in the Special Payments Account.

                  (c) The Pass Through Trustee shall present to the relevant
Indenture Trustee each Note on the date of its stated final maturity or, in the
case of any Note which is to be redeemed or purchased in whole pursuant to an
Indenture, on the applicable redemption or purchase date under such Indenture.

                  Section 4.02. Distributions from Certificate Accounts and
Special Payments Accounts. (a) On each Regular Distribution Date or as soon
thereafter as the Pass Through Trustee has confirmed receipt of the payment of
the Scheduled Payments due on any Notes on such date, the Pass Through Trustee
shall distribute out of the Certificate Account the entire amount deposited
therein pursuant to Section 4.01(a). There shall be so distributed to each

                                      -27-

<PAGE>

Certificateholder of record on the Record Date with respect to such Regular
Distribution Date (other than as provided in Section 11.01 concerning the final
distribution) (i) if (A) DTC is the Certificateholder of record or (B) a
Certificateholder holds a Certificate or Certificates in an aggregate amount
greater than $10,000,000, or (C) a Certificateholder holds a Certificate or
Certificates in an aggregate amount greater than $1,000,000 and so requests to
the Pass Through Trustee, by wire transfer in immediately available funds to an
account maintained by such Certificateholder with a bank or (ii) if none of the
above applies, by check mailed to such Certificateholder at the address
appearing in the Register such Certificateholder's pro rata share (based on the
Fractional Undivided Interest held by such Certificateholder) of the aggregate
amount in the Certificate Account on account of such Scheduled Payment.

                  (b) On each Special Distribution Date with respect to any
Special Payment or as soon thereafter as the Pass Through Trustee has confirmed
receipt of the Special Payments due on any Notes or realized upon the sale of
the Notes, the Pass Through Trustee shall distribute out of the Special Payments
Account the entire amount of such Special Payment deposited therein pursuant to
Section 4.01(b). There shall be so distributed to each Certificateholder of
record on the Record Date with respect to such Special Distribution Date (other
than as provided in Section 11.01 concerning the final distribution) (i) if (A)
DTC or its nominee is the Certificateholder of record or (B) a Certificateholder
holds a Certificate or Certificates in an aggregate amount greater than
$10,000,000, or (C) a Certificateholder holds a Certificate or Certificates in
an aggregate amount greater than $1,000,000 and so requests to the Pass Through
Trustee, by wire transfer in immediately available funds to an account
maintained by such Certificateholder with a bank or (ii) if none of the above
applies, by check mailed to such Certificateholder at the address appearing in
the Register such Certificateholder's pro rata share (based on the Fractional
Undivided Interest held by such Certificateholder) of the aggregate amount in
the Special Payments Account on account of such Special Payment.

                  (c) The Pass Through Trustee shall at the expense of the
Company cause notice of each Special Payment to be mailed to (i) each
Certificateholder, at the address of such Certificateholder as it appears in the
Register and (ii) any Certificate Owner who has made a valid Certificate Owner
Request, at the address specified in such Certificate Owner Request. In the
event of redemption or purchase of Notes such notice shall be mailed not less
than 20 days prior to the date any such Special Payment is scheduled to be
distributed. In the case of any other Special Payments, such notice shall be
mailed as soon as practicable after the Pass Through Trustee has confirmed that
it has received funds for such Special Payment. Notices mailed by the Pass
Through Trustee shall set forth:

                  (i)   the Special Distribution Date and the Record Date
          therefor (except as otherwise provided in Section 11.01),

                  (ii)  the amount of the Special Payment for each $1,000 amount
         Certificate and the amount thereof constituting principal, premium, if
         any, and interest,

                  (iii) the reason for the Special Payment, and

                                      -28-

<PAGE>

                  (iv)  if the Special Distribution Date is the same date as a
         Regular Distribution Date, the total amount to be received on such date
         for each $1,000 face amount Certificate.

If the amount of premium, if any, payable upon the redemption or purchase of a
Note has not been calculated at the time that the Pass Through Trustee mails
notice of a Special Payment, it shall be sufficient if the notice sets forth the
other amounts to be distributed and states that any premium received will also
be distributed.

                  If any redemption of Notes is cancelled, the Pass Through
Trustee, as soon as possible after learning thereof, shall cause notice thereof
to be mailed to each affected Certificateholder at its address as it appears on
the Register.

                  Section 4.03. Statements to Certificateholders. (a) On each
Regular Distribution Date and Special Distribution Date, if any, the Pass
Through Trustee will include with each distribution to Certificateholders a
statement giving effect to such distribution to be made on such Regular
Distribution Date or Special Distribution Date, as the case may be, setting
forth the following information (per a $1,000 face amount Certificate as to (i)
and (ii) below):

                  (i)   the amount of such distribution allocable to principal
         and the amount allocable to premium, if any;

                  (ii)  the amount of such distribution allocable to interest;
         and

                  (iii) the Pool Balance and the Pool Factor.

                  (b) Within a reasonable period of time after the end of each
calendar year but not later than the latest date permitted by law, the Pass
Through Trustee shall furnish to each Person who at any time during such
calendar year was a Certificateholder of record, a report containing the sum of
the amounts determined pursuant to clauses (a)(i) and (a)(ii) with respect to
the Trust Property for such calendar year or, in the event such Person was a
Certificateholder during a portion of such calendar year, for the applicable
portion of such year, and such other items as are readily available to the Pass
Through Trustee and which a Certificateholder shall reasonably request as
necessary for the purpose of such Certificateholder's or a Certificate Owner's
preparation of its federal income tax returns. Such reports and other items
shall be prepared on the basis of information supplied to the Pass Through
Trustee by Participants, and shall be delivered by the Pass Through Trustee to
such Certificateholders or such Participants to be available for forwarding by
such Participants to Certificateholders or Certificate Owners.

                  Section 4.04. Investment of Special Payment Moneys. Any money
received by the Pass Through Trustee pursuant to Section 4.01(b) representing a
Special Payment which is not to be promptly distributed shall, to the extent
practicable, be invested in Permitted Investments by the Pass Through Trustee
pursuant to the written instructions of the Company pending distribution of such
Special Payment pursuant to Section 4.02. Any investment made pursuant to this
Section 4.04 shall be in such Permitted Investments having maturities not later
than the date that such moneys are required to be used to make the payment
required under

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<PAGE>

Section 4.02 on the applicable Special Distribution Date and the Pass Through
Trustee shall hold any such Permitted Investments until maturity. The Pass
Through Trustee shall have no liability with respect to any investment made
pursuant to this Section 4.04, other than by reason of the willful misconduct or
negligence of the Pass Through Trustee. All income and earnings from such
investments shall be distributed on such Special Distribution Date as part of
such Special Payment.

                  Section 4.05. Adjustment of Interest Rates Applicable to
Certificates. (a) Subject to Section 4.05(b), interest on the Certificates shall
be payable at the rates specified in the Notes.

                  (b) If an Illiquidity Event shall have occurred and be
continuing, then the interest rate applicable to the Notes (and, consequently,
the interest rate applicable to the Certificates) will be increased by a maximum
of 0.50% per annum from and after the date such Illiquidity Event occurs to but
excluding the date on which such Illiquidity Event shall cease to exist;
provided, however, that in no event shall the aggregate of any such interest
rate increases exceed 0.50% per annum.

                                    ARTICLE V

                                   THE COMPANY

                  Section 5.01. Maintenance of Corporate Existence; Limitation
on Activities. (a) The Company, at its own cost and expense, will do or cause to
be done all things necessary to preserve and keep in full force and effect its
corporate existence, rights and franchises, except as otherwise specifically
permitted in Section 5.02; provided, however, that the Company shall not be
required to preserve any right or franchise if the Company shall determine that
the preservation thereof is no longer desirable in the conduct of the business
of the Company.

                  (b) The Company will refrain from holding any material assets,
becoming liable for any material obligations, engaging in any trade or business,
or conducting any business activity, other than (i) as contemplated by this
Agreement, the Certificate Purchase Agreement and the Note Documents to which it
is a party, (ii) the issuance of its capital stock to Royal Ahold and/or one or
more of its Affiliates, (iii) the incurrence of debt payable to Royal Ahold
and/or any of its Affiliates the proceeds of which will allow the Company to
comply with its obligations under this Agreement, the Certificate Purchase
Agreement and the Note Documents to which it is a party, and (iv) activities
incidental to any of the foregoing.

                  Section 5.02. Consolidation, Merger or Sale of Assets. Any
consolidation of the Company with, or merger or liquidation (as part of a
business reorganization or restructuring) of the Company into, any other
corporation or other entity (whether or not affiliated with the Company), any
other business combination or association involving the Company, or successive
consolidations, mergers, liquidations (as a part of a business reorganization or
restructuring) or other business combinations or associations to which the
Company or its successor or successors shall be a party or parties, or any sale
or conveyance of all or substantially all of the Company's assets to any other
corporation or entity (whether or not affiliated with the Company) authorized to
acquire and operate the same shall be prohibited unless the following conditions
are satisfied:

                                      -30-

<PAGE>

upon any such consolidation, merger, liquidation, business combination or
association, sale or conveyance, (i) the due and punctual performance of all of
the obligations of the Company under this Agreement and the other Operative
Agreements to which it is a party shall be assumed in writing by the corporation
or other entity formed by such consolidation, or into which the Company shall
have been merged or liquidated, or which shall have resulted from such business
combination or association, or which shall have acquired all or substantially
all of the Company's assets (the "Surviving Entity"); (ii) the Guarantees shall
remain in full force and effect with respect to the obligations of the Surviving
Entity under the Leases and the other Operative Agreements to which the Company
had been a party and Royal Ahold shall deliver a written confirmation to such
effect; (iii) after giving effect to the transaction, no Event of Default or
event which with the giving of notice or passage of time or both would
constitute an Event of Default shall exist; and (iv) the Company will, if
requested by any Owner Participant, any Lessor, the Pass Through Trustee or any
Indenture Trustee, deliver to each Owner Participant, each Lessor, the Pass
Through Trustee and the Indenture Trustee an opinion or opinions of White & Case
LLP or internal counsel to the Surviving Entity or any other counsel reasonably
acceptable to such Owner Participant, Pass Through Trustee and Indenture Trustee
stating that the Surviving Entity is duly organized under the laws of the state
or other jurisdiction of its organization, that such assumption agreement, if
applicable, is duly authorized, executed and delivered and is enforceable in
accordance with its terms, that no violation of law applicable to or binding on
the Surviving Entity will result from the Surviving Entity's being party to such
assumption agreement, this Agreement or any of the other Operative Agreements to
which the Company is a party (to the extent provided in such assumption
agreement) and that the Guarantees have been modified to apply to the
obligations of the Surviving Entity under the Leases and the other Operative
Agreements and that, as modified, the Guarantees are enforceable in accordance
with their terms (subject, in each case, to customary exceptions and
qualifications). Upon any such consolidation, merger or liquidation (as part of
a business reorganization or restructuring), or such other business combination
or association, or any sale, conveyance, transfer or lease of all or
substantially all of the assets of the Company in accordance with this Section
5.02, the Surviving Entity shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Agreement and the
other Operative Agreements to which the Company is a party.

                                   ARTICLE VI

                                     DEFAULT

                  Section 6.01. Events of Default. With respect to any Note, if
any Indenture Default shall occur and be continuing under the applicable
Indenture, then, and in each and every case, so long as such Indenture Default
shall be continuing, the Pass Through Trustee may vote all of the Notes issued
under such Indenture held by the Pass Through Trustee, and upon the Direction of
the Certificateholders holding Certificates evidencing a Fractional Undivided
Interest aggregating not less than a majority in interest in the Certificates,
the Pass Through Trustee shall vote a corresponding amount of the Notes in favor
of directing the applicable Indenture Trustee under such Indenture to declare
the unpaid principal amount of such Notes then outstanding and accrued interest
thereon to be due and payable under, and in accordance with the provisions of,
such Indenture. In addition, with respect to any Note, if an Indenture Default
shall have occurred

                                      -31-

<PAGE>

and be continuing under the related Indenture, the Pass Through Trustee may vote
all of the Notes held by it and issued under such Indenture, and upon the
Direction of Certificateholders as provided in Section 6.04, the Pass Through
Trustee shall, in accordance with such Indenture, vote a corresponding amount of
the Notes in favor of directing the Indenture Trustee under such Indenture
regarding the exercise of remedies provided in such Indenture. Notwithstanding
the foregoing, no Indenture Default under a given Indenture shall give rise to
an Indenture Default under any other Indenture.

                  In addition, after an Event of Default shall have occurred and
be continuing, the Pass Through Trustee may in its discretion, and upon the
Direction of the Certificateholders holding Certificates evidencing Fractional
Undivided Interests aggregating not less than a majority in interest in the
Certificates shall, by such officer or agent as it may appoint, sell, convey,
transfer and deliver all or part of the Notes issued under the related Indenture
and held by the Pass Through Trust, without recourse to or warranty by the Pass
Through Trustee or any Certificateholder, to any Person. In any such case, the
Pass Through Trustee shall sell, assign, contract to sell or otherwise dispose
of and deliver such Notes in one or more parcels at public or private sale or
sales, at any location or locations at the option of the Pass Through Trustee,
all upon such terms and conditions as it may reasonably deem advisable and at
such prices as it may reasonably deem advisable, for cash. If the Pass Through
Trustee so decides or is required to sell or otherwise dispose of Notes held by
it pursuant to this Section 6.01, the Pass Through Trustee shall take such of
the actions described above as it may reasonably deem most effectual to complete
the sale or other disposition of such Notes, so as to provide for the payment in
full of all amounts due on the Certificates. Notwithstanding the foregoing, any
action taken by the Pass Through Trustee under this Section 6.01 shall not, in
the reasonable judgment of the Pass Through Trustee, be adverse to the best
interests of the Certificateholders. In addition, the Pass Through Trustee may
not effect any sale of a portion of the Notes if such sale would cause the Pass
Through Trust to be deemed an "investment company" for purposes of the
Investment Company Act of 1940, as amended, or if such sale would not be in
compliance with applicable law, including the Securities Act and the rules and
regulations thereunder.

                  Section 6.02. Incidents of Sale of Notes. Upon any sale of all
or any part of the Notes made either under the power of sale given under this
Agreement or otherwise for the enforcement of this Agreement, the following
shall be applicable:

                  (1) Certificateholders and Pass Through Trustee May Purchase
         Notes. Any Certificateholder, the Pass Through Trustee in its
         individual or any other capacity or any other Person may bid for and
         purchase any of the Notes and, upon compliance with the terms of sale,
         may hold, retain, possess and dispose of any such Notes in its own
         absolute right without further accountability.

                  (2) Receipt of Trustee Shall Discharge Purchaser. The receipt
         of the Pass Through Trustee or of the officer making such sale shall be
         a sufficient discharge to any purchaser for its purchase money and,
         after paying such purchase money and receiving such receipt, neither
         such purchaser nor its personal representative or assigns shall be
         obliged to see to the application of such purchase money, or be in any
         way answerable for any loss, misapplication or non-application thereof.

                                      -32-

<PAGE>

                  (3) Application of Moneys Received upon Sale. Any moneys
         collected by the Pass Through Trustee upon any sale made either under
         the power of sale given by this Agreement or otherwise for the
         enforcement of this Agreement shall be applied as provided in Section
         4.02.

                  Section 6.03. Judicial Proceedings Instituted by Pass Through
Trustee; Pass Through Trustee May Bring Suit. (a) If there shall be a failure to
make payment of the principal of, premium, if any, or interest on any Note, or
if there shall be any failure to pay Rent (as defined in each Lease) under any
Lease when due and payable (and to the extent such payment of Rent is not made
under the applicable Guarantee), subject to applicable grace or cure periods,
then the Pass Through Trustee, in its own name, and as trustee of an express
trust, as holder of such Note, shall be entitled and empowered, to the extent
permitted by and in accordance with the terms of the applicable Note Documents,
to institute any suits, actions or proceedings at law, in equity or otherwise,
for the collection of the sums so due and unpaid on such Notes or under the
applicable Lease or Guarantee and may prosecute any such claim or proceeding to
judgment or final decree with respect to the whole amount of any such sums so
due and unpaid; subject, however, to the limitations of liability set forth in
the Notes and the applicable Note Documents.

                  (b) The Pass Through Trustee in its own name, or as trustee of
an express trust, or as attorney-in-fact for the Certificateholders, or in any
one or more of such capacities (irrespective of whether distributions on the
Certificates shall then be due and payable, or the payment of the principal on
any Note shall then be due and payable, as therein expressed or by declaration
or otherwise and irrespective of whether the Pass Through Trustee shall have
made any demand to the related Indenture Trustee for the payment of overdue
principal, premium, if any, or interest on such Notes), shall, subject to the
terms of the applicable Note Documents, be entitled and empowered to file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Pass Through Trustee and of the
Certificateholders allowed in any receivership, insolvency, bankruptcy,
liquidation, readjustment, reorganization or any other judicial proceedings
relative to the Company, Royal Ahold, any Lessor, any Owner Participant or their
respective creditors or property. Any receiver, assignee, trustee, liquidator,
sequestrator (or similar official) in any such judicial proceeding is hereby
authorized by each Certificateholder to make payments in respect of such claim
to the Pass Through Trustee, and in the event that the Pass Through Trustee
shall consent to the making of such payments directly to the Certificateholders,
to pay to the Pass Through Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Pass Through Trustee,
its agents and counsel. Subject to Section 6.04, nothing contained in this
Agreement shall be deemed to give to the Pass Through Trustee any right to
accept or consent to any plan of reorganization or otherwise by action of any
character in any such proceeding to waive or change in any way any right of any
Certificateholder.

                  Section 6.04. Control by Certificateholders. Subject to
Section 6.03, the Certificates evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in the Pass Through Trust shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Pass Through Trustee, or exercising any trust or
power conferred on the Pass Through Trustee under this Agreement, including any
right of the Pass Through Trustee as holder of Notes; provided that

                                      -33-

<PAGE>

                  (1) such Direction shall not be in conflict with any rule of
         law or with this Agreement and would not involve the Pass Through
         Trustee in personal liability or expense,

                  (2) the Pass Through Trustee shall not determine that the
         action so directed would be unjustly prejudicial to the
         Certificateholders not taking part in such Direction,

                  (3) the Pass Through Trustee may take any other action deemed
         proper by the Pass Through Trustee which is not inconsistent with such
         Direction, and

                  (4) if an Indenture Default shall have occurred and be
         continuing, such Direction shall not obligate the Pass Through Trustee
         to vote more than a corresponding amount of the applicable Notes held
         by the Pass Through Trust in favor of directing any action by the
         applicable Indenture Trustee with respect to such Indenture Default.

                  Section 6.05. Waiver of Past Defaults. Certificateholders
holding Certificates evidencing Fractional Undivided Interests aggregating not
less than a majority in interest in the Pass Through Trust may on behalf of all
of the Certificateholders waive any past Event of Default hereunder and its
consequences or may instruct the Pass Through Trustee to waive any past default
under any Indenture or hereunder and its consequences, except a default

                  (1) in the deposit of any Scheduled Payment or Special Payment
         under Section 4.01 or in the distribution of any payment under Section
         4.02 on the Certificates, or

                  (2) in the payment of the principal of, premium, if any, or
         interest on any Notes, or

                  (3) in respect of a covenant or provision hereof which under
         Article IX cannot be modified or amended without the consent of the
         Certificateholder holding each Outstanding Certificate affected by such
         modification or amendment.

                  Upon any such waiver, such default shall cease to exist with
respect to this Agreement, and any Event of Default arising therefrom shall be
deemed to have been cured for every purpose of this Agreement and any direction
given by the Pass Through Trustee on behalf of such Certificateholders to any
Indenture Trustee shall be annulled with respect thereto, but no such waiver
shall extend to any subsequent or other default or Event of Default or impair
any right consequent thereon. Upon any such waiver, the Pass Through Trustee
shall vote the Notes issued under the applicable Indenture to waive the
corresponding Indenture Default in the same proportion as the Certificates were
actually voted.

                  Section 6.06 Undertaking to Pay Court Costs. All parties to
this Agreement, and each Certificateholder by his or her acceptance of a
Certificate, shall be deemed to have agreed that any court may in its discretion
require, in any suit, action or proceeding for the enforcement of any right or
remedy under this Agreement, or in any suit, action or proceeding against the
Pass Through Trustee for any action taken or omitted by it as Pass Through
Trustee hereunder, the filing by any party litigant in such suit, action or
proceeding of an undertaking to pay the costs of

                                      -34-

<PAGE>

such suit, action or proceeding, and that such court may, in its discretion,
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, action or proceeding, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; provided,
however, that the provisions of this Section 6.06 shall not apply to (a) any
suit, action or proceeding instituted by any Certificateholder or group of
Certificateholders evidencing Fractional Undivided Interests aggregating more
than 10% of the Pass Through Trust, (b) any suit, action or proceeding
instituted by any Certificateholder for the enforcement of the distribution of
payments pursuant to Section 4.02 on or after the respective due dates expressed
herein or (c) any suit, action or proceeding instituted by the Pass Through
Trustee.

                  Section 6.07. Right of Certificateholders to Receive Payments
Not to Be Impaired. Anything in this Agreement to the contrary notwithstanding,
including without limitation Section 6.08, the right of any Certificateholder to
receive distributions of payments required pursuant to Section 4.02 on the
Certificates when due, or to institute suit for the enforcement of any such
payment on or after the applicable Regular Distribution Date or Special
Distribution Date, shall not be impaired or affected without the consent of such
Certificateholder.

                  Section 6.08. Certificateholders May Not Bring Suit Except
Under Certain Conditions. A Certificateholder shall not have the right to
institute any suit, action or proceeding at law or in equity or otherwise with
respect to this Agreement, for the appointment of a receiver or for the
enforcement of any other remedy under this Agreement unless:

                  (1) such Certificateholder previously shall have given written
         notice to the Pass Through Trustee of a continuing Event of Default;

                  (2) Certificateholders holding Certificates evidencing
         Fractional Undivided Interests aggregating not less than a majority in
         interest in the Pass Through Trust shall have requested the Pass
         Through Trustee in writing to institute such action, suit or proceeding
         and shall have offered to the Pass Through Trustee indemnity as
         provided in Section 7.03(e);

                  (3) the Pass Through Trustee shall have refused or neglected
         to institute any such action, suit or proceeding for 60 days after
         receipt of such notice, request and offer of indemnity; and

                  (4) no Direction inconsistent with such written request has
         been given to the Pass Through Trustee during such 60-day period by the
         Certificateholders holding Certificates evidencing Fractional Undivided
         Interests aggregating not less than a majority in interest in the Pass
         Through Trust.

                  It is understood and intended that, no one or more of the
Certificateholders shall have any right in any manner whatever hereunder or
under the Certificates to (i) surrender, impair, waive, affect, disturb or
prejudice any of the Trust Property or the lien of any Indenture on any property
subject thereto, or the rights of the Certificateholders or the holders of the
Notes, (ii) obtain or seek to obtain priority over or preference to any other
such Certificateholder, (iii) enforce any right under this Agreement, except in
the manner herein provided and for the

                                      -35-

<PAGE>

equal, ratable and common benefit of all the Certificateholders subject to the
provisions of this Agreement or (iv) take any action in contravention of Section
7.12 under the related Indenture.

                  Section 6.09. Remedies Cumulative. Every remedy given
hereunder to the Pass Through Trustee or to any of the Certificateholders shall
not be exclusive of any other remedy or remedies, and every such remedy shall be
cumulative and in addition to every other remedy given hereunder or now or
hereafter given by statute, law, equity or otherwise.

                                   ARTICLE VII

                            THE PASS THROUGH TRUSTEE

                  Section 7.01. Certain Duties and Responsibilities. No
provision of this Agreement shall be construed to relieve the Pass Through
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct or its obligations under any Operative
Agreement to which it is a party, except that:

                           (a) the Pass Through Trustee shall not be liable for
                  any error of judgment made in good faith by a Responsible
                  Officer of the Pass Through Trustee, unless it shall be proved
                  that the Pass Through Trustee was negligent in ascertaining
                  the pertinent facts;

                           (b) the Pass Through Trustee shall not be liable with
                  respect to any action taken or omitted to be taken by it in
                  good faith in accordance with the Direction of the
                  Certificateholders evidencing Fractional Undivided Interests
                  aggregating not less than a majority in interest in the Pass
                  Through Trust relating to the time, method and place of
                  conducting any proceeding for any remedy available to the Pass
                  Through Trustee, or exercising any trust or power conferred
                  upon the Pass Through Trustee, under this Agreement;

                           (c) no provision of this Agreement shall require the
                  Pass Through Trustee to expend or risk its own funds in the
                  performance of any of its duties hereunder, or in the exercise
                  of any of its rights or powers, if it shall have reasonable
                  grounds for believing that repayment of such funds or adequate
                  indemnity against such risk is not reasonably assured to it;
                  and

                           (d) the Pass Through Trustee undertakes and shall be
                  liable for the performance of such duties and obligations as
                  are specifically set forth in this Agreement.

                  Section 7.02. Notice of Defaults. As promptly as practicable
after, and in any event within 90 days after, the occurrence of any default (as
such term is defined below) of which a Responsible Officer of the Pass Through
Trustee has actual knowledge hereunder, the Pass Through Trustee shall transmit
by mail to the Company and the relevant Indenture Trustee in accordance with
Section 12.03 and to each Certificateholder (as its name appears in the
Register), at any time that the Certificates shall be subject to the Trust
Indenture Act, in the manner and to the extent required by Section 313(c) of the
Trust Indenture Act, notice of such default hereunder

                                      -36-

<PAGE>

known to the Pass Through Trustee and shall publish notice of such default as
provided by Section 12.03, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the
principal of, premium, if any, or interest on any Note, the Pass Through Trustee
shall be protected in withholding such notice if and so long as a Responsible
Officer of the Pass Through Trustee in good faith determines that the
withholding of such notice is in the interests of all of the Certificateholders.
For the purpose of this Section 7.02, the term "default" means any event that
is, or after notice or lapse of time or both would become, an Event of Default.

                  Section 7.03. Certain Rights of Pass Through Trustee. Subject
to the provisions of Section 315 of the Trust Indenture Act, and except as
otherwise provided in Section 7.01:

                  (a) the Pass Through Trustee may rely and shall be protected
         in acting or refraining from acting in reliance upon any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture or other paper or document
         believed by it to be genuine and to have been signed or presented by
         the proper party or parties;

                  (b) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Request;

                  (c) whenever in the administration of this Agreement the Pass
         Through Trustee shall deem it desirable that a matter be proved or
         established prior to taking, suffering or omitting any action
         hereunder, the Pass Through Trustee (unless other evidence be herein
         specifically prescribed) may, in the absence of bad faith on its part,
         rely upon an Officer's Certificate of the Company, a Lessor or an
         Indenture Trustee;

                  (d) the Pass Through Trustee may consult with counsel and the
         advice of such counsel or any Opinion of Counsel shall be full and
         complete authorization and protection in respect of any action taken,
         suffered or omitted by it hereunder in good faith and in reliance
         thereon;

                  (e) the Pass Through Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Agreement at
         the request or direction of any of the Certificateholders pursuant to
         this Agreement, unless such Certificateholders shall have offered to
         the Pass Through Trustee reasonable security or indemnity against the
         cost, expenses and liabilities which might be incurred by it in
         compliance with such request or direction;

                  (f) the Pass Through Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture or other paper or document;

                  (g) the Pass Through Trustee may execute any of the trusts or
         powers hereunder or perform any duties hereunder either directly or by
         or through agents or

                                      -37-

<PAGE>

         attorneys and the Pass Through Trustee shall not be responsible for any
         misconduct or negligence on the part of any agent or attorney appointed
         with due care by it hereunder;

                  (h) the Pass Through Trustee shall not be required to give any
         bond or surety in respect of the execution of the Pass Through Trust
         created hereby or the powers granted hereunder; and

                  (i) anything in this Agreement to the contrary
         notwithstanding, in no event shall the Pass Through Trustee be liable
         for special, indirect or consequential loss or damage of any kind
         whatsoever (including but not limited to lost profits).

                  Section 7.04. Not Responsible for Recitals or Issuance of
Certificates. The recitals contained herein and in the Certificates, except the
certificates of authentication, shall not be taken as the statements of the Pass
Through Trustee, and the Pass Through Trustee assumes no responsibility for
their correctness. Subject to Section 7.15, the Pass Through Trustee makes no
representations as to the validity or sufficiency of this Agreement, any
applicable Note Document, any Notes or the Certificates, except that the Pass
Through Trustee hereby represents and warrants that this Agreement and the
Registration Rights Agreement have been, and each Certificate will be, executed
and delivered by one of its officers who is duly authorized to execute and
deliver such document on its behalf.

                  Section 7.05. May Hold Certificates. Subject to Section 3.10,
the Pass Through Trustee, any Paying Agent, the Registrar or any of their
Affiliates or any other agent, in their respective individual or any other
capacity, may hold or become pledgee of Certificates in their own names and,
subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise
deal with the Company, any Owner Participant, any Lessor, an Affiliate of any of
the foregoing or an Indenture Trustee with the same rights it would have if it
were not Pass Through Trustee, Paying Agent, Registrar, an Affiliate of any of
the foregoing or such other agent, subject to Section 7.08 in the case of the
Pass Through Trustee.

                  Section 7.06. Money Held in Trust. Money held by the Pass
Through Trustee or the Paying Agent in trust hereunder for the benefit of
Certificateholders must be segregated from other funds and neither the Pass
Through Trustee nor the Paying Agent shall have any liability for interest upon
any such moneys except as provided for herein.

                  Section 7.07. Compensation and Reimbursement. The Company
agrees:

                  (1) to pay, or cause to be paid, upon presentation of a
         detailed invoice from the Pass Through Trustee from time to time
         reasonable compensation for all services rendered by it hereunder
         (which compensation shall not be limited by any provision of law in
         regard to the compensation of a trustee of an express trust);

                  (2) except as otherwise expressly provided herein, to
         reimburse, or cause to be reimbursed, the Pass Through Trustee upon its
         request for all reasonable out-of-pocket expenses, reasonable
         disbursements and advances incurred or made by the Pass Through Trustee
         in accordance with any provision of this Agreement (including the
         reasonable

                                      -38-

<PAGE>

         compensation and the reasonable expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence, willful misconduct or bad
         faith or as may be incurred as a result of the Pass Through Trustee's
         breach of its representations and warranties set forth in Section 7.15;

                  (3) to indemnify, or cause to be indemnified, the Pass Through
         Trustee for, and to hold it harmless against, any loss, liability or
         expense (other than for or with respect to any tax) incurred other than
         through its own willful misconduct, bad faith or negligence, by reason
         of, arising out of or in connection with, the acceptance or
         administration of the Pass Through Trust, including the costs and
         reasonable expenses of defending itself against any claim or liability
         in connection with the exercise or performance of any of its powers or
         duties hereunder, except for any such loss, liability or expense
         incurred by reason of the Pass Through Trustee's negligence, willful
         misconduct or bad faith or breach of its representations and warranties
         set forth in Section 7.15. The Pass Through Trustee shall notify the
         Company promptly of any claim for which it may seek indemnity. The
         Company shall defend the claim and the Pass Through Trustee shall
         cooperate in the defense. The Pass Through Trustee may have separate
         counsel with the prior written consent of the Company and, if the
         Company consents to such counsel (which consent shall not be
         unreasonably withheld), the Company will pay the reasonable fees and
         expenses of such counsel. The Company need not pay for any settlement
         made without its consent; and

                  (4) to indemnify, or cause to be indemnified, the Pass Through
         Trustee, solely in its individual capacity, for, and to hold it
         harmless against, any tax imposed by any government or taxing authority
         (provided that no indemnification shall be available with respect to
         any tax attributable to the Pass Through Trustee's compensation for
         serving as such or franchise or other taxes based on, or measured by,
         income or capital of the Pass Through Trustee) arising out of or in
         connection with the acceptance or administration of this Trust,
         including any costs and expenses (including, without limitation,
         reasonable attorneys' and accountants' fees and disbursements) incurred
         in contesting the imposition of any such tax; provided, however, that
         the Company shall not be obligated to indemnify the Pass Through
         Trustee for any tax arising from the Pass Through Trustee's willful
         misconduct, bad faith or negligence or in any case where the Pass
         Through Trustee otherwise would not be indemnified, in its individual
         capacity, under the terms of the applicable Participation Agreement.
         The Pass Through Trustee, in its individual capacity, shall notify the
         Company promptly of any tax for which it may seek indemnity. The Pass
         Through Trustee shall permit the Company to defend against the
         imposition of such tax and the Pass Through Trustee, in its individual
         capacity, shall cooperate in any such defense. The Pass Through
         Trustee, in its individual capacity, may have separate counsel and, if
         the Company consents to such counsel, the Company will pay the
         reasonable fees and expenses of such counsel. The Company need not pay
         for any taxes paid, in settlement or otherwise, without its prior
         written consent. The Company shall be subrogated to the rights of the
         Pass Through Trustee under this Agreement to the extent that the
         Company has paid any indemnities to the Pass Through Trustee hereunder.

                                      -39-

<PAGE>

                  In addition, the Pass Through Trustee shall be entitled to
reimbursement from, and shall have a lien prior to the Certificates upon, all
Trust Property for the payment of any tax arising out of or in connection with
the acceptance or administration of this Trust (other than any tax attributable
to the Pass Through Trustee's compensation for serving as such or franchise or
other taxes based on, or measured by, income or capital of the Pass Through
Trustee), including any costs and expenses incurred in contesting the imposition
of any such tax, except in the case of a tax arising from the Pass Through
Trustee's willful misconduct, bad faith or negligence or in any case where the
Pass Through Trustee otherwise would not be indemnified, in its individual
capacity, under the terms of the relevant Participation Agreement. If the Pass
Through Trustee reimburses itself for any such tax it shall within 30 days mail
a brief report setting forth the circumstances thereof to the Company and to all
Certificateholders as their names and addresses appear in the Register.

                  Section 7.08. Corporate Trustee Required; Eligibility. There
shall at all times be a trustee hereunder which (i) shall be a U.S. Person
within the meaning of Section 7701(a)(30) of the Code, (ii) shall be eligible to
act as a trustee under Section 310(a) of the Trust Indenture Act, (iii) shall be
an institution whose long-term senior unsecured debt obligations are rated at
least A- by S&P and A-3 by Moody's and (iv) shall have a combined capital and
surplus of at least $100,000,000 (or a combined capital and surplus in excess of
$50,000,000 and the obligations of which, whether now in existence or hereafter
incurred, are fully and unconditionally guaranteed by a corporation organized
and doing business under the laws of the United States, any State, Territory
thereof or of the District of Columbia that has a combined capital and surplus
of at least $100,000,000). If such corporation publishes reports of conditions
at least annually, pursuant to law or to the requirements of Federal, State,
Territorial or District of Columbia supervising or examining authority, then for
the purposes of this Section 7.08, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of conditions so published.

                  In case at any time the Pass Through Trustee shall cease to be
eligible in accordance with the provisions of this Section 7.08, the Pass
Through Trustee shall resign immediately in the manner and with the effect
specified in Section 7.09.

                  Section 7.09. Resignation and Removal; Appointment of
Successor. (a) No resignation or removal of the Pass Through Trustee and no
appointment of a successor Pass Through Trustee pursuant to this Article VII
shall become effective until the acceptance of the appointment by the successor
Trustee under Section 7.10.

                  (b) The Pass Through Trustee may resign at any time by giving
written notice thereof to the Company, the Authorized Agents, each Lessor, each
Owner Participant and each Indenture Trustee, in which event the Company will be
obligated to appoint a successor Pass Through Trustee. If an instrument of
acceptance by a successor Pass Through Trustee shall not have been delivered to
the Company and the resigning Pass Through Trustee within 30 days after the
giving of such notice of resignation, the resigning Pass Through Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Pass Through Trustee.

                                      -40-

<PAGE>

                  (c) The Pass Through Trustee may be removed at any time by Act
of the Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Pass Through
Trust delivered to the Pass Through Trustee, the Company, the Lessors, the Owner
Participants and the Indenture Trustees.

                  (d) If at any time:

                  (1) the Pass Through Trustee shall fail to comply with Section
         310 of the Trust Indenture Act after written request therefor by the
         Company or by any Certificateholder who has been a bona fide
         Certificateholder for at least six months; or

                  (2) the Pass Through Trustee shall cease to be eligible under
         Section 7.08 and shall fail to resign after written request therefor by
         the Company or by such Certificateholder; or

                  (3) the Pass Through Trustee shall become incapable of acting
         or shall be adjudged a bankrupt or insolvent or a receiver of the Pass
         Through Trustee or of its property shall be appointed or any public
         officer shall take charge or control of the Pass Through Trustee or of
         its property or affairs for the purpose of rehabilitation, conservation
         or liquidation;

then, in any case, (i) the Company (or, during the continuation of a Lease Event
of Default, the applicable Lessor) may remove the Pass Through Trustee or (ii)
any Certificateholder who has been a bona fide Certificateholder for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Pass Through Trustee
and the appointment of a successor Pass Through Trustee.

                  (e) If a Responsible Officer of the Pass Through Trustee shall
obtain actual knowledge of an Avoidable Tax (as hereinafter defined) which has
been or is likely to be asserted, the Pass Through Trustee shall promptly notify
the Company and all of the Lessors thereof and shall, within 30 days of such
notification, resign hereunder unless within such 30-day period the Pass Through
Trustee shall have received notice that the Company or the Lessors have agreed
to pay such Avoidable Tax. The Company shall promptly appoint a successor Pass
Through Trustee in a jurisdiction where there are no Avoidable Taxes. As used
herein an "Avoidable Tax" means a state or local tax: (i) upon (w) the Pass
Through Trust, (x) the Trust Property, (y) Certificateholders or (z) the Pass
Through Trustee for which the Pass Through Trustee is entitled to seek
reimbursement from the Trust Property, and (ii) which would be avoided if the
Pass Through Trustee were located in another state, or jurisdiction within a
state, within the United States. A tax shall not be an Avoidable Tax if the
Company or the Lessors shall agree to pay, and shall pay, such tax.
Notwithstanding the foregoing, if the Avoidable Tax would not be applicable if
the Pass Through Trustee were to change the location of the administration of
the Pass Through Trust to another state or jurisdiction within a state, then the
Pass Through Trustee shall, within 30 days of the notification specified in the
first sentence of this paragraph, if commercially reasonable, remove the
administration of the Pass Through Trust to such other state or jurisdiction
within a state or otherwise resign.

                                      -41-

<PAGE>

                  (f) If the Pass Through Trustee shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of the
Pass Through Trustee for any cause, the Company (or, during the continuance of a
Lease Event of Default, the applicable Lessor) shall promptly appoint a
successor Pass Through Trustee. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Pass
Through Trustee has not been appointed, a successor Pass Through Trustee shall
be appointed by Act of the Certificateholders holding Certificates evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
in the Pass Through Trust delivered to the Company, the Lessors, the Owner
Participants, the Indenture Trustees, the retiring Pass Through Trustee and the
successor Pass Through Trustee so appointed shall, forthwith upon its acceptance
of such appointment, become the successor Pass Through Trustee and supersede the
successor Pass Through Trustee appointed as provided above. If no successor Pass
Through Trustee shall have been so appointed as provided above and accepted
appointment in the manner hereinafter provided, any Certificateholder who has
been a bona fide Certificateholder for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Pass Through Trustee.

                  (g) The successor Pass Through Trustee shall give notice of
the resignation and removal of the Pass Through Trustee and appointment of the
successor Pass Through Trustee by mailing written notice of such event by
first-class mail, postage prepaid, to the Certificateholders as their names and
addresses appear in the Register. Each notice shall include the name of such
successor Pass Through Trustee and the address of its Corporate Trust Office.

                  Section 7.10. Acceptance of Appointment by Successor. Every
successor Pass Through Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company, the Lessors and the retiring Pass Through Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Pass Through Trustee shall become effective and such successor
Pass Through Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Pass
Through Trustee; but, on request of the Company (or during the continuance of a
Lease Event of Default, the applicable Lessor) or the successor Pass Through
Trustee, such retiring Pass Through Trustee shall execute and deliver an
instrument transferring to such successor Pass Through Trustee all the rights,
powers and trusts of the retiring Pass Through Trustee and shall duly assign,
transfer and deliver to such successor Pass Through Trustee all property and
money held by such retiring Pass Through Trustee hereunder, subject nevertheless
to its lien, if any, provided for in Section 7.07. Upon request of any such
successor Pass Through Trustee, the Company, the retiring Pass Through Trustee
and such successor Pass Through Trustee shall execute and deliver any and all
instruments containing such provisions as shall be necessary or desirable to
transfer and confirm to, and for more fully and certainly vesting in, such
successor Pass Through Trustee all such rights, powers and trusts.

                  No successor Pass Through Trustee shall accept its appointment
unless at the time of such acceptance such successor Pass Through Trustee shall
be qualified and eligible under this Article VII.

                                      -42-

<PAGE>

                  Section 7.11. Merger, Conversion, Consolidation or Succession
to Business. Any corporation into which the Pass Through Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Pass Through Trustee
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of the Pass Through Trustee, shall be the successor
of the Pass Through Trustee hereunder, provided such corporation shall be
otherwise qualified and eligible under this Article VII, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto. The Pass Through Trustee shall give the Company, the Lessors and the
Indenture Trustees notice of each such merger, conversion, consolidation or
succession. In case any Certificates shall have been authenticated, but not
delivered, by the Pass Through Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Pass Through Trustee may
adopt such authentication and deliver the Certificates so authenticated with the
same effect as if such successor Pass Through Trustee had itself authenticated
such Certificates.

                  Section 7.12. Maintenance of Agencies. (a) There shall at all
times be maintained in the Borough of Manhattan, The City of New York, an office
or agency where Certificates may be presented or surrendered for registration of
transfer or for exchange, and for payment thereof and where notices and demands
to or upon the Pass Through Trustee in respect of the Certificates or of this
Agreement may be served. Such office or agency shall be initially at the
corporate trust office of the Pass Through Trustee, located as of the date
hereof at 401 South Tryon Street, 12th floor, Charlotte, North Carolina
28288-1179. Written notice of the location of each such other office or agency
and of any change of location thereof shall be given by the Pass Through Trustee
to the Company, each Lessor, each Indenture Trustee and the Certificateholders.
In the event that no such office or agency shall be maintained or no such notice
of location or of change of location shall be given, presentations and demands
may be made and notices may be served at the Corporate Trust Office of the Pass
Through Trustee.

                  (b) There shall at all times be a Registrar and a Paying Agent
hereunder. Each such Authorized Agent shall be a bank or trust company, shall be
a corporation organized and doing business under the laws of the United States
or any state, with a combined capital and surplus of at least $100,000,000 (or a
combined capital and surplus in excess of $50,000,000 and the obligations of
which, whether now in existence or hereafter incurred, are fully and
unconditionally guaranteed by a corporation organized and doing business under
the laws of the United States, any State, Territory thereof or of the District
of Columbia that has a combined capital and surplus of at least $100,000,000),
and shall be authorized under such laws to exercise corporate trust powers,
subject to supervision by Federal or state authorities. The Pass Through Trustee
shall initially be the Paying Agent and, as provided in Section 3.05, Registrar
hereunder. Each Registrar shall furnish to the Pass Through Trustee, at stated
intervals of not more than six months, and at such other times as the Pass
Through Trustee may request in writing, a copy of the Register.

                  (c) Any corporation into which any Authorized Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, consolidation or conversion to which any Authorized
Agent shall be a party, or any corporation succeeding to the corporate trust
business of any Authorized Agent, shall be the successor of such

                                      -43-

<PAGE>

Authorized Agent hereunder, if such successor corporation is otherwise eligible
under this Section 7.12, without the execution or filing of any paper or any
further act on the part of the parties hereto or such Authorized Agent or such
successor corporation other than notice thereof to the Company and the Pass
Through Trustee.

                  (d) Any Authorized Agent may at any time resign by giving
written notice of resignation to the Pass Through Trustee, the Company, each
Lessor each Owner Participant and each Indenture Trustee. The Company (or,
during the continuance of a Lease Event of Default, the applicable Lessors) may,
and at the request of the Pass Through Trustee shall, at any time terminate the
agency of any Authorized Agent by giving written notice of termination to such
Authorized Agent and to the Pass Through Trustee. Upon the resignation or
termination of an Authorized Agent or in case at any time any such Authorized
Agent shall cease to be eligible under this Section 7.12 (when, in either case,
no other Authorized Agent performing the functions of such Authorized Agent
shall have been appointed), the Company (or, during the continuance of a Lease
Event of Default, the applicable Lessors) shall promptly appoint one or more
qualified successor Authorized Agents, reasonably satisfactory to the Pass
Through Trustee, to perform the functions of the Authorized Agent which has
resigned or whose agency has been terminated or who shall have ceased to be
eligible under this Section 7.12. The Company (or, during the continuance of a
Lease Event of Default, the applicable Lessors) shall give written notice of any
such appointment made by it to the Pass Through Trustee, each Lessor and each
Indenture Trustee; and in each case the Pass Through Trustee shall mail notice
of such appointment to all Certificateholders as their names and addresses
appear on the Register.

                  (e) The Company agrees to pay, or cause to be paid, from time
to time to each Authorized Agent reasonable compensation for its services and to
reimburse it for its reasonable expenses upon presentation of satisfactory
documentation evidencing such expenses.

                  Section 7.13. Money for Certificate Payments to Be Held in
Trust. (a) All moneys deposited with any Paying Agent for the purpose of any
payment on Certificates shall be deposited and held in trust for the benefit of
the Certificateholders entitled to such payment, subject to the provisions of
this Section 7.13. Moneys so deposited and held in trust shall constitute a
separate trust fund for the benefit of the Certificateholders with respect to
which such money was deposited.

                  (b) The Pass Through Trustee will cause each Paying Agent
other than the Pass Through Trustee to execute and deliver to it an instrument
in which such Paying Agent shall agree with the Pass Through Trustee, subject to
the provisions of this Section 7.13, that such Paying Agent will:

                      (1) hold all sums held by it for payments on Certificates
         in trust for the benefit of the Persons entitled thereto until such
         sums shall be paid to such Persons or otherwise disposed of as herein
         provided;

                      (2) give the Pass Through Trustee notice in writing of any
         default by any obligor upon the Certificates in the making of any such
         payment; and

                                      -44-

<PAGE>

                      (3) at any time during the continuance of any such
         default, upon the written request of the Pass Through Trustee,
         forthwith pay to the Pass Through Trustee all sums so held in trust by
         such Paying Agent.

                  (c) The Pass Through Trustee may at any time, for the purpose
of obtaining the satisfaction and discharge of this Agreement or for any other
purpose, direct any Paying Agent to pay to the Pass Through Trustee all sums
held in trust by such Paying Agent, such sums to be held by the Pass Through
Trustee upon the same trusts as those upon which such sums were held by such
Paying Agent; and, upon such payment by any Paying Agent to the Pass Through
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

                  Section 7.14. Registration of Notes in Pass Through Trustee's
Name. The Pass Through Trustee agrees that all Notes and Permitted Investments,
if any, shall be issued in the name of the Pass Through Trustee or its nominee
and held by the Pass Through Trustee, or, if not so held, the Pass Through
Trustee or its nominee shall be reflected as the owner of such Notes or
Permitted Investments, as the case may be, in the register of the issuer of such
Notes or Permitted Investments. In no event shall the Pass Through Trustee
invest in, or hold, Notes or Permitted Investments in a manner that would cause
the Pass Through Trustee not to have the ownership interest in such Notes or
Permitted Investments under the applicable provisions of the Uniform Commercial
Code or other applicable law then in effect in the jurisdiction in which the
Pass Through Trustee holds such Notes or Permitted Investments.

                  Section 7.15. Representations and Warranties of Pass Through
Trustee. The Pass Through Trustee hereby represents and warrants that:

                  (i)     the Pass Through Trustee is a national banking
         association duly organized, validly existing, and in good standing
         under the laws of North Carolina;

                  (ii)    the Pass Through Trustee has full power, authority and
         legal right to execute, deliver, and perform this Agreement and the
         Note Documents to which it is a party and has taken all necessary
         action to authorize the execution, delivery and performance by it of
         this Agreement;

                  (iii)   the execution, delivery and performance by the Pass
         Through Trustee of this Agreement and the Note Documents to which it is
         a party (a) will not violate any provision of any law of the United
         States, New York or the Pass Through Trustee's jurisdiction of
         incorporation or regulation governing the banking and trust powers of
         the Pass Through Trustee or any order, writ, judgment, or decree of any
         court, arbitrator, or governmental authority applicable to the Pass
         Through Trustee or any of its assets, (b) will not violate any
         provision of the articles of association or by-laws of the Pass Through
         Trustee, or (c) will not violate any provision of, or constitute, with
         or without notice or lapse of time, a default under, or result in the
         creation or imposition of any lien on any properties included in the
         Trust Property pursuant to the provisions of any mortgage, indenture,
         contract, agreement or other undertaking to which it is a party, which
         violation, default or lien could reasonably be expected to have an
         adverse effect on the Pass Through

                                      -45-

<PAGE>

         Trustee's performance or ability to perform its duties hereunder or
         thereunder or on the transactions contemplated herein or therein;

                  (iv)    the execution, delivery and performance by the Pass
         Through Trustee of this Agreement and any Note Document to which it is
         a party will not require the authorization, consent, or approval of,
         the giving of notice to, the filing or registration with, or the taking
         of any other action in respect of, any governmental authority or agency
         of the United States, New York or the Pass Through Trustee's
         jurisdiction of incorporation regulating the banking and corporate
         trust activities of the Pass Through Trustee; and

                  (v)     this Agreement and each Note Document to which it is a
         party has been duly executed and delivered by the Pass Through Trustee
         and constitutes the legal, valid and binding agreements of the Pass
         Through Trustee, enforceable against it in accordance with their
         respective terms, provided that enforceability may be limited by (i)
         applicable bankruptcy, insolvency, reorganization, moratorium or
         similar laws affecting the rights of creditors generally and (ii)
         general principles of equity.

                  Section 7.16. Withholding Taxes; Information Reporting. The
Pass Through Trustee agrees to act as withholding agent with respect to any
amounts payable in respect of the Certificates, and shall (i) withhold from each
distribution of such amounts any and all withholding taxes or similar charges
required by law to be withheld, (ii) timely pay the same to the appropriate
authority in the name of and on behalf of the Certificateholders, (iii) timely
file all necessary withholding tax returns or statements and (iv) promptly
following payment of such taxes, deliver to each Certificateholder appropriate
documentation showing the payment thereof, together with such additional
documentation as such Certificateholder may reasonably request from time to
time.

                  The Pass Through Trustee agrees (i) to provide to the
Certificateholders, in accordance with applicable Treasury regulations,
information regarding accrued original issue discount and any other necessary
information, (ii) to cause all required federal and state income tax returns of
the Pass Through Trust to be prepared and timely filed, and to sign all such
returns, (iii) to file any additional information reports required by United
States and New York law and (iv) to act as tax matters person for the Pass
Through Trust in a fiduciary capacity. The Pass Through Trust's taxable year
shall be the calendar year.

                  Section 7.17. Trustee's Liens. The Pass Through Trustee in its
individual capacity agrees that it will at its own cost and expense promptly
take any action as may be necessary to duly discharge and satisfy in full any
mortgage, pledge, lien, charge, encumbrance, security interest or claim on or
with respect to the Trust Property which is either (i) attributable to the Pass
Through Trustee in its individual capacity and which is unrelated to the
transactions contemplated by this Agreement or the applicable Note Documents, or
(ii) attributable to the Pass Through Trustee as trustee hereunder or in its
individual capacity and which arise out of acts or omissions by it which result
from its negligence, willful misconduct or bad faith or which are not
contemplated by this Agreement.

                                      -46-

<PAGE>

                  Section 7.18. Preferential Collection of Claims. The Pass
Through Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act. If the Pass Through Trustee shall resign or be removed as Pass
Through Trustee, it shall be subject to Section 311(a) of the Trust Indenture
Act to the extent provided therein.


                                  ARTICLE VIII

          CERTIFICATEHOLDERS' LISTS AND REPORTS BY PASS THROUGH TRUSTEE

                  Section 8.01. The Company to Furnish Pass Through Trustee with
Names and Addresses of Certificateholders. The Company will furnish to the Pass
Through Trustee within 15 days after each Record Date with respect to a
Scheduled Payment, and at such other times as the Pass Through Trustee may
request in writing, within 30 days after receipt by the Company of any such
request, a list, in such form as the Pass Through Trustee may reasonably
require, of all information in the possession or control of the Company as to
the names and addresses of the Certificateholders as of a date not more than 15
days prior to the time such list is furnished; provided, however, that so long
as the Pass Through Trustee is the sole Registrar, no such list need be
furnished; and provided further, however, that no such list need be furnished
for so long as a copy of the Register is being furnished to the Pass Through
Trustee pursuant to Section 7.12(b). The Company will use its reasonable efforts
to cause DTC to deliver to the Pass Through Trustee the notices of the
Certificate Owners upon the request of the Pass Through Trustee.

                  Section 8.02. Preservation of Information; Communications to
Certificateholders. The Pass Through Trustee shall preserve, in as current a
form as is reasonably practicable, the names and addresses of Certificateholders
contained in the most recent list furnished to the Pass Through Trustee as
provided in Section 7.12(b) or 8.01, as the case may be, and the names and
addresses of Certificateholders received by the Pass Through Trustee in its
capacity as Registrar, if so acting. The Pass Through Trustee may destroy any
list furnished to it as provided in Section 7.12(b) or 8.01, as the case may be,
upon receipt of a new list so furnished.

                  Section 8.03. Records by the Company. The Company shall, at
any time that the Certificates shall be subject to the Trust Indenture Act,
comply with Section 314 of the Trust Indenture Act and shall file, furnish and
deliver the reports, information, documents, certificates and opinions required
thereunder, and, at any time that the Certificates shall be subject to the Trust
Indenture Act, acknowledges and agrees that, for purposes of Section 314 of the
Trust Indenture Act, the Company shall be considered to be the "obligor" upon
the Certificates. Without limiting the generality of the foregoing, at any time
that the Certificates shall be subject to the Trust Indenture Act, the Company
shall deliver to the Pass Through Trustee the annual certificate required under
clause (4) of Section 314(a) of the Trust Indenture Act within 120 days
following the end of each fiscal year of the Company ending after the date
hereof. The provisions of this Section 8.03 shall not be construed to impose any
obligation or liability on the Company to pay any of the principal, premium, if
any, or interest in respect of the Notes or the Certificates.

                                      -47-

<PAGE>

                  Section 8.04. Reports by the Company. So long as any of the
Certificates remain Outstanding:

                  (a) the Company shall furnish to the Pass Through Trustee and,
         upon request, make available to each Certificateholder and to each
         Certificate Owner who has made a valid Certificate Owner Request,
         within 30 days after Royal Ahold is required to file the same with the
         Commission, copies of the annual reports, the information, documents
         and other reports (or copies of such portions of any of the foregoing
         as the Commission may from time to time by rules and regulations
         prescribe), if any, which Royal Ahold is required to file with the
         Commission pursuant to Section 13 or Section 15(d) of the Exchange Act;

                  (b) so long as any of the Certificates are "restricted
         securities" within the meaning of Rule 144(a)(3) under the Securities
         Act, the Company shall during any period in which Royal Ahold is
         neither subject to Section 13 or 15(d) under the Exchange Act, nor
         exempt from reporting pursuant to Rule 12g3-2(b) thereunder, make
         available to any Certificateholder and, upon request, to each
         Certificate Owner who has made a valid Certificate Owner Request in
         connection with any sale of Certificates or any sale of a beneficial
         interest in the Certificates and any prospective purchaser of
         Certificates (or a beneficial interest therein) from such
         Certificateholder or Certificate Owner the information with respect to
         Royal Ahold specified in, and meeting the requirements of, Rule
         144A(d)(4) under the Securities Act; and

                  (c) the Company shall furnish to the Pass Through Trustee on
         or before a date not more than 120 days after the end of each fiscal
         year of the Company ending after the date hereof, an Officer's
         Certificate stating as to the officer signing such certificate, whether
         or not, to such officer's knowledge, the Company is in default in the
         performance and observance of any of the terms, provisions and
         conditions hereof and, if the Company shall be in default, specifying
         (1) all such defaults and the nature thereof of which such officer may
         have knowledge, and (2) the actions proposed to be undertaken by the
         Company with respect thereto (for purposes of this paragraph (c), such
         performance and observance shall be determined without regard to any
         period of grace or requirement of notice provided hereunder).

                  Section 8.05. Reports by the Pass Through Trustee. Within 60
days after May 15 of each year commencing with the first full year following the
issuance of the Certificates, the Pass Through Trustee shall transmit to the
Certificateholders, as provided in Section 313(c) of the Trust Indenture Act, a
brief report dated as of such May 15, if required by Section 313(a) of the Trust
Indenture Act.

                                      -48-

<PAGE>

                                   ARTICLE IX

                          SUPPLEMENTAL TRUST AGREEMENTS

                  Section 9.01. Supplemental Agreements Without Consent of
Certificateholders. Without the consent of the Certificateholders, the Company
may, and the Pass Through Trustee (at the Company's direction and subject to
Section 9.03) may, at any time and from time to time enter into one or more
agreements that supplement or amend this Agreement, any Guarantee or any
Participation Agreement, as the case may be, in form satisfactory to the Pass
Through Trustee, for any of the following purposes:

                  (1)  to evidence the succession of another entity to the
         Company and the assumption by any such successor of the obligations of
         the Company herein contained;

                  (2)  to add to the covenants of the Company in this Agreement
         for the benefit of the Certificateholders, or to surrender any right or
         power herein conferred upon the Company;

                  (3)  to correct or supplement any provision in this Agreement
         which may be defective or inconsistent with any other provision in this
         Agreement or to cure any ambiguity or correct any mistake in this
         Agreement;

                  (4)  subject to Rating Agency Confirmation, to modify or
         eliminate or include any other provisions with respect to matters or
         questions arising under this Agreement;

                  (5)  to correct or amplify the description of property that
         constitutes Trust Property or the conveyance of the Trust Property to
         the Pass Through Trustee;

                  (6)  to evidence and provide for a successor Pass Through
         Trustee;

                  (7)  at any time that the Certificates shall be subject to the
         Trust Indenture Act, to modify, eliminate or add to the provisions of
         this Agreement to the extent as shall be necessary to qualify this
         Agreement (including any supplemental agreement) under the Trust
         Indenture Act or under any similar Federal statute hereafter enacted,
         or to add to this Agreement such other provisions as may be expressly
         permitted by the Trust Indenture Act, excluding, however, the
         provisions referred to in Section 316(a)(2) of the Trust Indenture Act
         as in effect at the date as of which this instrument was executed or
         any corresponding provision in any similar Federal statute hereafter
         enacted;

                  (8)  to comply with any requirement of the Commission, any
         applicable law, rules or regulations of any exchange or quotation
         system on which the Certificates are listed, any regulatory body or the
         Registration Rights Agreement to effectuate the Exchange Offer or the
         effectiveness of the Shelf Registration Statement;

                  (9)  to modify or eliminate provisions relating to the
         transfer or exchange of Exchange Certificates or the Initial
         Certificates upon consummation of the Exchange Offer

                                      -49-

<PAGE>

         (as defined in the Registration Rights Agreement) or effectiveness of
         the Shelf Registration Statement or the Exchange Offer Registration
         Statement; or

                  (10) subject to Rating Agency Confirmation, to evidence the
         succession of another entity to Royal Ahold and the assumption by any
         such successor of the obligations of Royal Ahold under any of the
         Guarantees or the Registration Rights Agreement;

                  (11) subject to Rating Agency Confirmation, to correct or
         supplement any provision in any Guarantee which may be defective or
         inconsistent with any other provision in such Guarantee or to cure any
         ambiguity or correct any mistake in any Guarantee or to modify or
         eliminate or include any other provisions with respect to matters or
         questions arising under any Guarantee, provided that the consent of
         each Noteholder is not required with respect to such proposed
         correction, supplement, modification, elimination or inclusion pursuant
         to paragraph (cc) following the granting clauses of any Indenture; or

                  (12) so long as the consent of each Noteholder is not required
         with respect to such proposed amendment, modification, supplement,
         consent or waiver pursuant to paragraph (cc) following the granting
         clauses of any Indenture, to make any amendment, modification,
         supplement, consent or waiver under any Participation Agreement,
         provided that the Pass Through Trustee shall receive either (i) an
         Opinion of Counsel that any such amendment, modification, supplement,
         consent or waiver shall not have a materially adverse effect on the
         interest of the Certificateholders or (ii) Rating Agency Confirmation;

provided that in each case such supplemental agreement or amendment must not
cause the Pass Through Trust to become taxable as an "association" within the
meaning of Treasury Regulation Sections 301.7701-2 or 301.7701-3 or to fail to
qualify as a "grantor trust" within the meaning of Subpart E of Part I of
Subchapter J of Chapter 1 of the Code.

                  Section 9.02. Supplemental Agreements with Consent of
Certificateholders. With the consent of the Certificateholders holding
Certificates evidencing Fractional Undivided Interests aggregating not less than
a majority in interest in the Pass Through Trust, by Act of said
Certificateholders delivered to the Company and the Pass Through Trustee, the
Company may (in compliance with the provisions of the Note Documents), and the
Pass Through Trustee at the direction of such Certificateholders (subject to
Section 9.03) shall, enter into one or more agreements that supplement or amend
this Agreement or any Participation Agreement to add any provisions to or change
or eliminate any of the provisions of this Agreement or such Participation
Agreement or to modify the rights of the Certificateholders under this
Agreement; provided, however, that no such supplemental agreement may, without
the consent of the Certificateholder of each Outstanding Certificate affected
thereby:

                  (1)  reduce in any manner the amount of, or delay the timing
         of receipt by the Pass Through Trustee of, payments on the Notes or
         distributions that are required to be made herein in respect of any
         Certificate; or

                                      -50-

<PAGE>

                  (2)  change any date of payment on any Certificate, or make
         distributions payable at a place of payment where, or in a currency in
         which, any Certificate is payable, other than as provided for in this
         Agreement; or

                  (3)  impair the right of any Certificateholder to institute
         suit for the enforcement of any such payment or distribution on or
         after the Regular Distribution Date or Special Distribution Date
         applicable thereto; or

                  (4)  permit the disposition of any Note in the Trust Property,
         except as provided by this Agreement, or otherwise deprive any
         Certificateholder of the benefit of the ownership of the Notes held by
         the Pass Through Trust or the lien of the related Indenture; or

                  (5)  reduce the percentage of the Fractional Undivided
         Interests of the Certificates which is required to give consent to any
         waiver under, or supplement to, this Agreement; or

                  (6)  modify any of the provisions of this Section 9.02 or
         Section 6.05, except (a) to increase any such percentage necessary to
         permit the actions provided for in such Section 9.02 and Section 6.05
         or (b) to provide that certain other provisions of this Agreement
         cannot be modified or waived without the consent of the
         Certificateholder of each Certificate affected thereby;

provided that in each case such supplemental agreement does not cause the Pass
Through Trustee to become taxable as an "association" within the meaning of
Treasury Regulation Sections 301.7701-2 or 301.7701-3 or fail to qualify as a
"grantor trust" within the meaning of Subpart E of Part I of Subchapter J of
Chapter 1 of the Code.

                  It shall not be necessary for any Act of Certificateholders
under this Section 9.02 to approve the particular form of any proposed
supplemental agreement, but it shall be sufficient if such Act shall approve the
substance thereof.

                  Section 9.03. Documents Affecting Immunity or Indemnity. If in
the reasonable belief of the Pass Through Trustee any document required to be
executed by it pursuant to the terms of Section 9.01 or 9.02 materially affects
any interest, right, duty, immunity or indemnity in favor of the Pass Through
Trustee under this Agreement, the Pass Through Trustee may in its discretion
decline to execute such document.

                  Section 9.04. Execution of Supplemental Agreements. In
executing, or accepting the additional trusts created by any supplemental
agreement permitted by this Article IX or the modifications thereby of the
trusts created by this Agreement, the Pass Through Trustee shall be entitled to
receive, and (subject to Section 7.01) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental agreement
is authorized or permitted by this Agreement.

                  Section 9.05. Effect of Supplemental Agreements. Upon the
execution of any supplemental agreement under this Article IX, this Agreement
shall be modified in accordance

                                      -51-

<PAGE>

therewith, and such supplemental agreement shall form a part of this Agreement
for all purposes; and every Certificateholder of a Certificate theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

                  Section 9.06. Conformity with Trust Indenture Act. Every
supplemental agreement executed pursuant to this Article IX shall conform to the
requirements of the Trust Indenture Act as then in effect.

                  Section 9.07. Reference in Certificates to Supplemental.
Certificates authenticated and delivered after the execution of any supplemental
agreement pursuant to this Article IX may bear a notation in form approved by
the Pass Through Trustee as to any matter provided for in such supplemental
agreement; and, in such case, suitable notation may be made upon Outstanding
Certificates after proper presentation and demand.


                                    ARTICLE X

                 AMENDMENTS TO THE INDENTURE AND NOTE DOCUMENTS

                  Section 10.01. Amendments and Supplements to Indentures and
Other Note Documents. In the event that the Pass Through Trustee, as holder of
any Note in trust for the benefit of the Certificateholders, receives a request
pursuant to a related Indenture for a consent to any amendment, modification,
consent, waiver or supplement under the related Indenture or other related Note
Document, the Pass Through Trustee shall, unless consent of the
Certificateholders is, pursuant to Section 9.01, not required, forthwith mail a
notice of such proposed amendment, modification, consent, waiver or supplement,
to each Certificateholder registered on the Register as of such date. Any such
notice shall describe the proposed amendment, modification, consent, waiver or
supplement (or attach a copy thereof). The Pass Through Trustee shall request
from the Certificateholders Directions as to (i) whether to direct the Indenture
Trustee thereunder to take or refrain from taking any action which a holder of
such Note has the option to direct, (ii) whether to give or execute any
consents, amendments, modifications, waivers or supplements as a holder of such
Note and (iii) how to vote any Note if a vote has been called for with respect
thereto. Provided such a request for Certificateholder Direction shall have been
made, in directing any action or casting any vote or giving any consent as the
holder of the Notes, the Pass Through Trustee shall vote or consent with respect
to such Notes in the same proportion as the Certificates were actually voted by
Acts of Certificateholders delivered to the Pass Through Trustee prior to two
Business Days before the Pass Through Trustee directs such action or casts such
vote or gives such consent. Notwithstanding the foregoing, but subject to
Section 6.04, in the case that an Event of Default hereunder shall have occurred
and be continuing, the Pass Through Trustee may, in its own discretion and at
its own direction, direct any such action, cast any such vote or give any such
consent if such waiver, consent, amendment, modification or supplement will not,
in the reasonable judgment of the Pass Through Trustee, adversely affect the
interests of the Certificateholders.

                                      -52-

<PAGE>

                                   ARTICLE XI

                        TERMINATION OF PASS THROUGH TRUST

                  Section 11.01. Termination of the Pass Through Trust. The
respective obligations and responsibilities of the Company and the Pass Through
Trustee created hereby shall terminate upon the distribution to all
Certificateholders of all amounts required to be distributed to them pursuant to
this Agreement and the disposition of all property held as part of the Trust
Property, and the Pass Through Trust created hereby shall terminate upon the
distribution to all Certificateholders and the Pass Through Trustee of all
amounts required to be distributed to them pursuant to this Agreement and the
disposition of all property held as part of the Trust Property; provided,
however, that in no event shall the Pass Through Trust created hereby continue
beyond the expiration of 21 years less one day following the death of the last
survivor of all living descendants of Joseph P. Kennedy, Sr., living on the date
of this Agreement, unless applicable law shall permit a longer term, in which
case such longer term will apply.

                  Notice of any termination, specifying the Regular Distribution
Date (or Special Distribution Date, as the case may be) upon which the
Certificateholders may surrender their Certificates to the Pass Through Trustee
for payment of the final distribution and cancellation (at maturity, redemption
or otherwise), shall be mailed promptly by the Pass Through Trustee to
Certificateholders not earlier than the 60th day and not later than the 20th day
next preceding such final distribution specifying (A) the Regular Distribution
Date (or Special Distribution Date, as the case may be) upon which the proposed
final payment of the Certificates will be made upon presentation and surrender
of such Certificates at the office or agency of the Pass Through Trustee therein
specified, (B) the amount of any such proposed final payment, and (C) that the
Record Date otherwise applicable to such Regular Distribution Date (or Special
Distribution Date, as the case may be) is not applicable, payments being made
only upon presentation and surrender of the Certificates at the office or agency
of the Pass Through Trustee therein specified. The Pass Through Trustee shall
give such notice to the Registrar at the time such notice is given to
Certificateholders. Upon presentation and surrender of the Certificates, the
Pass Through Trustee shall cause to be distributed to Certificateholders amounts
distributable on such Regular Distribution Date (or Special Distribution Date,
as the case may be) pursuant to Section 4.02.

                  In the event that all of the Certificateholders shall not
surrender their Certificates for cancellation within six months after the date
specified in the above-mentioned written notice, the Pass Through Trustee shall
give a second written notice to the remaining Certificateholders to surrender
their Certificates for cancellation and receive the final distribution with
respect thereto. No additional interest shall accrue on the Certificates after
the relevant Regular Distribution Date (or Special Distribution Date, as the
case may be). In the event that any money held by the Pass Through Trustee for
the payment of distributions on the Certificates shall remain unclaimed for two
years and six months (or such lesser time as the Pass Through Trustee shall be
satisfied, after sixty days' notice from the Company, is one month prior to the
escheat period provided under applicable law) after the final distribution date
with respect thereto, the Pass Through Trustee shall pay to the Indenture
Trustees, pro rata, the appropriate amount of money and shall give written
notice thereof to the Company, the Lessors and the Owner Participants.

                                      -53-

<PAGE>

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

                  Section 12.01. Limitation on Rights of Certificateholders. The
death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Pass Through Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Pass
Through Trust, nor otherwise affect the rights, obligations, and liabilities of
the parties hereto or any of them.

                  Section 12.02. Certificates Nonassessable and Fully Paid.
Certificateholders shall not be personally liable for obligations of the Pass
Through Trust, the Fractional Undivided Interests represented by the
Certificates shall be nonassessable for any losses or expenses of the Pass
Through Trust or for any reason whatsoever, and Certificates upon authentication
thereof by the Pass Through Trustee pursuant to Section 3.02 are and shall be
deemed fully paid. No Certificateholder shall have any right (except as
expressly provided herein) to vote or in any manner otherwise control the
operation and management of the Trust Property, the Pass Through Trust
established hereunder, or the obligations of the parties hereto, nor shall
anything set forth herein, or contained in the terms of the Certificates, be
construed so as to constitute the Certificateholders from time to time as
partners or members of an association.

                  Section 12.03. Notices. (a) Unless otherwise specifically
provided herein, all notices required under the terms and provisions of the
Agreement shall be in English and in writing, and any such notice may be given
by United States mail, courier service, telecopy, or facsimile (confirmed by
telephone or in writing in the case of notice by telecopy or facsimile) or any
other customary means of communication, and any such notice shall be effective
upon receipt,

                  if to the Company, to:

                           Ahold Lease U.S.A., Inc.

                           c/o Ahold U.S.A., Inc.

                           14101 Newbrook Drive

                           Chantilly, Virginia 20151



                           Facsimile: (703) 961-6051

                           Telephone: (703) 961-6000

                                      -54-

<PAGE>

                  if to the Pass Through Trustee, to:

                           First Union National Bank
                           Attn: Corporate Trust Department
                           401 South Tryon Street
                           12th floor
                           Charlotte, North Carolina 28288-1179

                           Facsimile: (704) 383-6039

                           Telephone: (704) 383-0492



                  (b) The Company or the Pass Through Trustee, by notice to the
other, may designate additional or different addresses for subsequent notices or
communications.

                  (c) Any notice or communication to Certificateholders shall be
mailed by first-class mail to the addresses for Certificateholders shown on the
Register kept by the Registrar and to addresses filed with the Pass Through
Trustee for Certificate Owners. Failure to mail a notice or communication or any
defect in such notice or communication shall not affect its sufficiency with
respect to other Certificateholders.

                  (d) If a notice or communication is mailed in the manner
provided above within the time prescribed, it is conclusively presumed to have
been duly given, whether or not the addressee receives it.

                  (e) If the Company mails a notice or communication to the
Certificateholders, it shall mail a copy to the Pass Through Trustee and to each
Paying Agent at the same time.

                  (f) Notwithstanding the foregoing, all communications or
notices to the Pass Through Trustee shall be deemed to be given only when
received by a Responsible Officer of the Pass Through Trustee.

                  (g) The Pass Through Trustee shall promptly furnish the
Company with a copy of any demand, notice or written communication received by
the Pass Through Trustee hereunder from any Certificateholder, Lessor or
Indenture Trustee.

                  Section 12.04. Governing Law. THIS AGREEMENT HAS BEEN
NEGOTIATED AND DELIVERED IN THE STATE OF NEW YORK AND SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  Section 12.05. Severability of Provisions. If any one or more
of the covenants, agreements, provisions, or terms of this Agreement shall be
for any reason whatsoever held invalid, then such covenants, agreements,
provisions, or terms shall be deemed severable from the remaining covenants,
agreements, provisions, or terms of this Agreement and shall in no way

                                      -55-

<PAGE>

affect the validity or enforceability of the other provisions of this Agreement
or the Pass Through Trust, or of the Certificates or the rights of the
Certificateholders thereof.

                  Section 12.06. Trust Indenture Act Controls. Upon the
declaration by the Commission of the effectiveness of the Exchange Offer
Registration Statement or the Shelf Registration Statement, this Agreement shall
become subject to the provisions of the Trust Indenture Act and shall, to the
extent applicable, be governed by such provisions. From and after the
declaration by the Commission of the effectiveness of the Exchange Offer
Registration Statement or the Shelf Registration Statement, if any provision of
this Agreement limits, qualifies or conflicts with another provision which is
required to be included in this Agreement by the Trust Indenture Act, the
required provision shall control.

                  Section 12.07. Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                  Section 12.08. Successors and Assigns. All covenants,
agreements, representations and warranties in this Agreement by the Pass Through
Trustee, the Company and Royal Ahold shall bind and, to the extent permitted
hereby, shall inure to the benefit of and be enforceable by their respective
successors and assigns, whether so expressed or not.

                  Section 12.09. Benefits of Agreement. Nothing in this
Agreement or in the Certificates, express or implied, shall give to any Person,
other than the parties hereto and their successors hereunder, and the
Certificateholders, any benefit or any legal or equitable right, remedy or claim
under this Agreement.

                  Section 12.10. Legal Holidays. In any case where any Regular
Distribution Date or Special Distribution Date relating to any Certificate shall
not be a Business Day, then (notwithstanding any other provision of this
Agreement) payment need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on such
Regular Distribution Date or Special Distribution Date, and no interest shall
accrue during the intervening period.

                  Section 12.11. Counterparts. For the purpose of facilitating
the execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

                  Section 12.12. Communication by Certificateholders with Other
Certificateholders. Certificateholders may communicate with other
Certificateholders with respect to their rights under this Agreement or the
Certificates pursuant to Section 312(b) of the Trust Indenture Act. The Company,
Royal Ahold, the Pass Through Trustee and any and all other persons benefited by
this Agreement shall have the protection afforded by Section 312(c) of the Trust
Indenture Act.

                                      -56-

<PAGE>

                  Section 12.13. Intention of Parties. The parties hereto intend
that the Pass Through Trust be classified for U.S. federal income tax purposes
as a grantor trust under Subpart E of Part I of Subchapter J of Chapter 1 of the
Code, and not as a trust or association taxable as a corporation or as a
partnership. Each Certificateholder, by its acceptance of its Certificate or a
beneficial interest therein, agrees (1) to indemnify and hold harmless the Pass
Through Trustee and the Company from and against any improper failure to
withhold taxes from amounts payable to it or for its benefit and (2) to treat
the Pass Through Trust as a grantor trust for all U.S. federal, state and local
income tax purposes. The powers granted and obligations undertaken pursuant to
this Agreement shall be so construed so as to further such intent.

                                      -57-

<PAGE>

                  IN WITNESS WHEREOF, the Company and the Pass Through Trustee
have caused this Agreement to be duly executed by their respective officers as
of the day and year first above written.

                                       AHOLD LEASE U.S.A., INC.

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



                                       FIRST UNION NATIONAL BANK,
                                         as Pass Through Trustee

                                       By: /s/ STEPHANIE J. PURDY
                                           -------------------------------------
                                           Name: Stephanie J. Purdy
                                           Title: Trust Officer

                                      -58-

<PAGE>

                                                                       EXHIBIT A

                               FORM OF CERTIFICATE

REGISTERED

No.

         [THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL
         CERTIFICATE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE
         FOR PERMANENT OR CERTIFICATED CERTIFICATES, ARE AS SPECIFIED IN THE
         PASS THROUGH TRUST AGREEMENT. NEITHER THE HOLDER NOR THE BENEFICIAL
         OWNERS OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE SHALL BE
         ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.

         THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE IS EXCHANGEABLE IN WHOLE
         OR IN PART FOR ONE OR MORE GLOBAL CERTIFICATES ONLY (1) ON OR AFTER THE
         TERMINATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN
         REGULATION S) AND (2) UPON PRESENTATION OF CERTIFICATES REQUIRED BY
         SECTION 3.01(f) OF THE PASS THROUGH TRUST AGREEMENT REFERRED TO HEREIN.
         UPON EXCHANGE OF THIS REGULATION S TEMPORARY GLOBAL CERTIFICATE FOR ONE
         OR MORE GLOBAL CERTIFICATES, THE PASS THROUGH TRUSTEE SHALL CANCEL THIS
         REGULATION S TEMPORARY GLOBAL CERTIFICATE.]*

         THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). YOU, THE
         HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREE THAT THIS
         CERTIFICATE MAY NOT BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
         TRANSFERRED OTHER THAN (1) TO A PERSON WHOM THE TRANSFEROR REASONABLY
         BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
         144A OF THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF
         RULE 144A, (2) TO AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS
         DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
         SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT (UPON DELIVERY TO THE PASS THROUGH
         TRUSTEE AND AHOLD LEASE U.S.A., INC. OF AN OPINION OF COUNSEL AND OTHER
         DOCUMENTATION AS THE PASS THROUGH TRUSTEE OR AHOLD LEASE


--------------------

             *   To be included on the face of each Regulation S Temporary
                 Global Certificate.


                                      A-1

<PAGE>

         U.S.A., INC. MAY REQUEST), (3) IN AN OFFSHORE TRANSACTION MEETING THE
         REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE
         SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
         THE SECURITIES ACT PROVIDED BY RULE 144 OF THE SECURITIES ACT (IF
         APPLICABLE), (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
         THE SECURITIES

         ACT, OR (6) TO AHOLD LEASE U.S.A., INC. OR ANY AFFILIATE (AS DEFINED IN
         RULE 501(b) OF REGULATION D UNDER THE SECURITIES ACT) OF AHOLD LEASE
         U.S.A., INC. AND, IN EACH OF THE FOREGOING CASES, IN ACCORDANCE WITH
         ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

         [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
         OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         PASS THROUGH TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER,
         EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS
         CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
         NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
         PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
         REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
         OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
         WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
         INTEREST HEREIN.

         TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN
         WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
         SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
         CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
         RESTRICTIONS SET FORTH IN SECTIONS 3.06 AND 3.07 OF THE PASS THROUGH
         TRUST AGREEMENT REFERRED TO HEREIN.]**

         BY YOUR ACQUISITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN, YOU
         COVENANT AND AGREE, FOR THE BENEFIT OF THE INDENTURE TRUSTEES, THE PASS
         THROUGH TRUSTEES, KONINKLIJKE AHOLD N.V., AHOLD LEASE U.S.A., INC. AND
         THE LESSORS HEREIN REFERRED TO, THAT (A) YOU ARE NOT A PLAN (AS DEFINED
         BELOW) AND THAT YOU ARE NOT PURCHASING OR HOLDING SUCH CERTIFICATE OR
         ANY INTEREST HEREIN ON BEHALF OF, OR WITH THE ASSETS OF, A PLAN OR (B)
         YOUR PURCHASE, HOLDING AND DISPOSITION OF THIS CERTIFICATE OR INTEREST
         HEREIN IS


--------------------

            **   To be included on the face of each Global Certificate.


                                      A-2

<PAGE>

         EXEMPT FROM THE PROHIBITED TRANSACTION RULES OF ERISA (AS DEFINED
         BELOW) AND THE CODE (AS DEFINED BELOW) PURSUANT TO ONE OR MORE
         APPLICABLE STATUTORY OR ADMINISTRATIVE PROHIBITED TRANSACTION
         EXEMPTIONS. FOR THESE PURPOSES, A "PLAN" INCLUDES AN "EMPLOYEE BENEFIT
         PLAN" (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
         SECURITY ACT OF 1974, AS AMENDED ("ERISA")) SUBJECT TO TITLE I OF
         ERISA, A "PLAN" (AS DEFINED IN SECTION 4975(E)(1) OF THE INTERNAL
         REVENUE CODE OF 1986, AS AMENDED (THE "CODE")), OR ANY ENTITY WHOSE
         UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF SUCH EMPLOYEE
         BENEFIT PLAN'S OR PLAN'S INVESTMENT IN THE ENTITY.


                                      A-3

<PAGE>

                             [GLOBAL CERTIFICATE]*

                                   AHOLD LEASE

                         PASS THROUGH TRUST, SERIES A-2

                    8.62% Initial Pass Through Certificates,

                                   Series A-2

                               CUSIP: 500467 AC 9
                               ISIN: US500467AC92

                    Final Distribution Date: January 2, 2025

             evidencing a fractional undivided interest in a trust,
      the property of which includes the Trust Property (as defined below)
      $250,720,000 Fractional Undivided Interest representing .0398851308%
                     of the Trust per $100,000 face amount.


                  THIS CERTIFIES THAT CEDE & CO., for value received, is the
registered owner of a US$250,720,000 (Two Hundred and Fifty Million Seven
Hundred and Twenty Thousand dollars) Fractional Undivided Interest in the Ahold
Lease Series A-2 Pass Through Trust (the "Trust"), created pursuant to a Pass
Through Trust Agreement dated as of February 12, 2001 (the "Agreement") among
First Union National Bank, a national banking association, as trustee (the "Pass
Through Trustee") and Ahold Lease U.S.A., Inc., a Delaware corporation (the
"Company"), a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, capitalized terms used
herein have the meanings assigned to them in the Agreement. This Certificate is
one of the duly authorized Certificates designated as "8.62% Pass Through
Certificates, Series A-2" (herein called the "Certificates"). This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Certificateholder of this Certificate by
virtue of the acceptance hereof assents and by which such Certificateholder is
bound. The property of the Trust (the "Trust Property") includes (i) the Notes
held as property of the Trust and all monies at any time paid thereon and all
monies due and to become due thereunder; (ii) funds from time to time deposited
with the Pass Through Trustee in the Escrow Account, the Certificate Account and
the Special Payments Account relating to such Notes and any proceeds from the
sale of any Notes by the Pass Through Trustee pursuant to Article VI of the
Agreement; and (iii) all rights of the Trust and the Pass Through Trustee, on
behalf of the Trust, under the applicable Note Documents. The Certificates
represent fractional undivided interests in the Trust and the Trust Property and
have no rights, benefits or interest in respect of any assets or property other
than the Trust Property.


--------------------

*   To be included on the face of each Global Certificate.


                                      A-4

<PAGE>

                  Subject to and in accordance with the terms of the Agreement,
from and to the extent of funds then available to the Pass Through Trustee,
there will be distributed on each January 2 and July 2 (each, a "Regular
Distribution Date"), commencing January 2, 2002 (or as soon thereafter as the
Pass Through Trustee has confirmed receipt of payment) to the Person in whose
name this Certificate is registered at the close of business on the day of the
month which is 15 days preceding the Regular Distribution Date, an amount in
respect of the Scheduled Payments on the Notes due on such Regular Distribution
Date, the receipt of which has been confirmed by the Pass Through Trustee, equal
to the product of the percentage interest in the sum total of all Certificates
evidenced by this Certificate and an amount equal to the sum of such Scheduled
Payments. Subject to and in accordance with the terms of the Agreement, in the
event that any Special Payment on the Notes is received by the Pass Through
Trustee, from funds then available to the Pass Through Trustee, there shall be
distributed on the applicable Special Distribution Date, as the case may be, to
the Person in whose name this Certificate is registered at the close of business
on the day of the month which is 15 days preceding such Special Distribution
Date, an amount in respect of such Special Payment on the Notes, the receipt of
which has been confirmed by the Pass Through Trustee, equal to the product of
the percentage interest in the sum total of all Certificates evidenced by this
Certificate and an amount equal to the sum of such Special Payment so received.
If a Regular Distribution Date or Special Distribution Date is not a Business
Day, distribution shall be made on the immediately following Business Day with
the same force and effect as if made on such Regular Distribution Date or
Special Distribution Date, and no interest shall accrue during the intervening
period. The Pass Through Trustee shall mail notice of each Special Payment, and
the Special Distribution Date therefor, to the Certificateholders of the
Certificates.

                  Distributions on this Certificate will be made by the Pass
Through Trustee by (i) if (A) The Depository Trust Company, a New York
corporation ("DTC") or its nominee is the Certificateholder of record of this
Certificate, or (B) a Certificateholder holds a Certificate or Certificates in
an aggregate amount greater than $10,000,000, or (C) a Certificateholder holds a
Certificate or Certificates in an aggregate amount greater than $1,000,000 and
so requests to the Pass Through Trustee, by wire transfer in immediately
available funds to an account maintained by such Certificateholder with a bank,
or (ii) if none of the above apply, by check mailed to such Certificateholder at
the address appearing in the Register, without the presentation or surrender of
this Certificate or the making of any notation hereon. Except as otherwise
provided in the Agreement and notwithstanding the above, the final distribution
on this Certificate will be made after notice mailed by the Pass Through Trustee
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency of the Pass Through Trustee specified
in such notice.

                  [Until this Regulation S Temporary Global Certificate is
exchanged for one or more Regulation S Permanent Global Certificates, the
Certificateholder hereof shall not be entitled to receive payments of interest
hereon; until so exchanged in full, this Regulation S


                                      A-5

<PAGE>

Temporary Global Certificate shall in all other respects be entitled to the same
benefits as other Certificates under the Agreement.]**

                  THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

                  Unless the certificate of authentication hereon has been
executed by the Pass Through Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.


--------------------

            **   To be included on the face of each Regulation S Temporary
                 Global Certificate.


                                      A-6

<PAGE>

                  IN WITNESS WHEREOF, the Pass Through Trustee has caused this
Certificate to be duly executed.

                                       AHOLD LEASE SERIES A-2 PASS THROUGH TRUST


                                       By: First Union National Bank, as Pass
                                             Through Trustee



                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                      A-7

<PAGE>

         [FORM OF PASS THROUGH TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

Dated:

                    This is one of the Certificates referred
                      to in the within-mentioned Agreement.


                                       First Union National Bank, as Pass
                                       Through Trustee



                                       By:
                                           -------------------------------------
                                                    Authorized Officer


                                      A-8

<PAGE>

                            [Reverse of Certificate]

                  The Certificates do not represent a direct obligation of, or
an obligation guaranteed by, or an interest in, the Company, Royal Ahold or the
Pass Through Trustee or any affiliate thereof. The Certificates are limited in
right of payment, all as more specifically set forth on the face hereof and in
the Agreement. All payments or distributions made to Certificateholders of this
Certificate under the Agreement shall be made only from the Trust Property and
only to the extent that the Pass Through Trustee shall have sufficient income or
proceeds from the Trust Property to make such payments in accordance with the
terms of the Agreement. Each Certificateholder of this Certificate, by its
acceptance hereof, agrees that it will look solely to the income and proceeds
from the Trust Property to the extent available for distribution to such
Certificateholder as provided in the Agreement. This Certificate does not
purport to summarize the Agreement, and reference is made to the Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby. A copy of the Agreement may be examined
during normal business hours at the principal office of the Pass Through
Trustee, and at such other places, if any, designated by the Pass Through
Trustee, by any Certificateholder upon request.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Certificateholders under the
Agreement at any time by the Company and the Pass Through Trustee with the
consent of the Certificateholders evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in the Pass Through Trust. Any
such consent by the Certificateholder of this Certificate shall be conclusive
and binding on such Certificateholder and upon all future Certificateholders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Certificateholders of
any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Register upon surrender of this Certificate for registration of transfer
at the offices or agencies maintained by the Pass Through Trustee in its
capacity as Registrar, or by any successor Registrar, in the Borough of
Manhattan, the City of New York, duly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Pass Through Trustee and the
Registrar duly executed by the Certificateholder hereof or such
Certificateholder's attorney duly authorized in writing, and thereupon one or
more new Certificates of authorized denominations evidencing the same Fractional
Undivided Interest in the Trust will be issued to the designated transferee or
transferees.

                  [The Holder of this Certificate is entitled to the benefits of
the Registration Rights Agreement, dated as of January 26, 2001, among the
Company, Royal Ahold and the Initial Purchasers named therein (the "Registration
Rights Agreement"). In the event that an exchange offer is not completed within
270 days after the date of the issuance of the Certificates without a shelf
registration statement being filed with the SEC, the interest rate will be
increased by 0.50% per annum from and including such 270th day, to but excluding
the earlier of (1) the date on which the exchange offer is completed and (2) the
date on which the shelf registration statement is


                                      A-9

<PAGE>

declared effective. In any other circumstances when the Company and Royal Ahold
are required to file a shelf registration statement, if such shelf registration
statement has not been filed with the SEC on or before 60 days after the
requirement to file a shelf registration statement has been triggered, the
interest rate will be increased by 0.50% per annum from and including such 60th
day, to but excluding the earlier of (1) the date on which the shelf
registration statement is filed and (2) the date on which pass through
certificates are no longer required to be registered pursuant to an effective
registration statement. Except in the case of a permitted suspension period
relating to the shelf registration statement, in the event that the shelf
registration statement ceases to be effective at any time prior to the second
anniversary of the date of the issuance of the Certificates without again
becoming effective or being succeeded within 90 days by an additional
registration statement that has been filed and declared effective, such interest
rate shall be increased by 0.50% per annum from the 91st day after such shelf
registration statement ceases to be effective, to but excluding the earliest of
(1) the date on which the shelf registration statement again becomes effective,
(2) the date on which an additional registration statement is filed and declared
effective and (3) the date on which the Certificates are no longer required to
be registered pursuant to an effective registration statement. Notwithstanding
the foregoing, the aggregate of any interest rate increases shall not in any
event exceed 0.50% per annum.]*

                  The Certificates are issuable only as registered Certificates
without coupons in minimum denominations of $100,000 and integral multiples of
$1,000 in excess thereof, except that one Certificate may be issued in a
denomination of less than $100,000. Except as provided in the Agreement and
subject to certain limitations therein set forth, the Certificates are
exchangeable for new Certificates of authorized denominations evidencing the
same Fractional Undivided Interest as requested by the Certificateholder
surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange, but the Pass Through Trustee shall require payment of a
sum sufficient to cover any tax or governmental charge payable in connection
therewith.

                  Each Certificateholder that is not a United States person
within the meaning of Section 7701(a)(30) of the Internal Revenue Code, as
amended, by its acceptance of a Certificate, agrees to indemnify and hold
harmless the Pass Through Trust, the Pass Through Trustee and the Company from
and against any improper failure to withhold taxes from amounts payable to it or
for its benefit. Each Certificateholder, by its acceptance of this Certificate,
agrees to treat the Pass Through Trust as a grantor trust for all U.S. federal,
state and local income tax purposes.

                  The Pass Through Trustee, the Registrar and any agent of the
Pass Through Trustee or the Registrar may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Pass Through Trustee, the Registrar nor any such agent shall be affected by any
notice to the contrary.


--------------------

  *   To be included only on each Initial Certificate.


                                      A-10

<PAGE>

                  The obligations and responsibilities created by the Agreement
and the Pass Through Trust created thereby shall terminate upon the distribution
to Certificateholders of all amounts required to be distributed to them pursuant
to the Agreement and the disposition of all property held as part of the Trust
Property.


                                      A-11

<PAGE>

                            [FORM OF TRANSFER NOTICE]

                  FOR VALUE RECEIVED the undersigned registered
Certificateholders hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.
----------------------------------

--------------------------------------------------------------------------------

please print or typewrite name and address including zip code of assignee

--------------------------------------------------------------------------------

the within Certificate and all rights thereunder, hereby irrevocably
constituting and appointing _____________________________ attorney to transfer
said Certificate on the books of the Pass Through Trustee with full power of
substitution in the premises.

                     [THE FOLLOWING PROVISION TO BE INCLUDED
                        ON ALL [DEFINITIVE] CERTIFICATES
                         EXCEPT REGULATION S GLOBAL AND
                      REGULATION S DEFINITIVE CERTIFICATES]

                  In connection with any transfer of this Certificate occurring
prior to the date that is the earlier of the date of an effective Registration
Statement or the date two years after the later of the original issuance of this
Certificate or the last date on which this Certificate was held by Ahold Lease
U.S.A., Inc., the Pass Through Trustee or any affiliate of such Persons, the
undersigned confirms that without utilizing any general solicitation or general
advertising that:

                                   [Check One]

[ ] (a)           this Certificate is being transferred in compliance with
                  the exemption from registration under the Securities Act of
                  1933, as amended, provided by Rule 144A thereunder.

                                       or

[ ] (b)           this Certificate is being transferred in compliance with
                  an exemption from registration under the Securities Act of
                  1933, as amended, other than in accordance with (a) above and
                  documents are being furnished that comply with the conditions
                  of transfer set forth in this Certificate and the Agreement.


                                      A-12

<PAGE>

If neither of the foregoing boxes is checked, the Pass Through Trustee or other
Registrar shall not be obligated to register this Certificate in the name of any
Person other than the Certificateholder hereof unless and until the conditions
to any such transfer of registration set forth herein and in Section 3.07 of the
Agreement shall have been satisfied.

Date:____________                      _________________________________________
                                       NOTICE: The signature to this assignment
                                       must correspond with the name as written
                                       upon the face of the within-mentioned
                                       instrument in every particular, without
                                       alteration or any change whatsoever.

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

                  The undersigned represents and warrants that (i) it is
purchasing this Certificate for its own account or an account with respect to
which it exercises sole investment discretion and that it and any such account
is a "qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, as amended, and is aware that the sale to it is being
made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company and/or Royal Ahold as the undersigned has
requested pursuant to Rule 144A or has determined not to request such
information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A or (ii) it is an institutional "accredited
investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act, which has delivered to the Pass Through Trustee a letter, substantially in
the form of Exhibit B to the Agreement.

Dated:__________________               _________________________________________
                                       NOTICE: To be executed by an executive
                                       officer


                                      A-13

<PAGE>

                                                                       EXHIBIT B

                            FORM OF PURCHASER LETTER
                (INSTITUTIONAL ACCREDITED INVESTOR CERTIFICATES)

Salomon Smith Barney Inc.
Morgan Stanley & Co. Incorporated
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ahold Lease U.S.A., Inc.
14101 Newbrook Drive
Chantilly, Virginia 20151

First Union National Bank
401 South Tryon Street, 12th Floor
Charlotte, North Carolina 28288-1179

                  Re:   Purchase of 8.62% Ahold Lease 2001-A Pass Through
                        Certificates, Series A -2 due 2025

Ladies and Gentlemen:

                  This letter is delivered by us in connection with our purchase
of the series of pass through certificates referenced above in an amount of US$
(the "Securities"). Terms used but not defined herein have the meanings ascribed
thereto in the Pass Through Trust Agreement, Series A-2, dated as of February
12, 2001 (the "Pass Through Trust Agreement"), between Ahold Lease U.S.A., Inc.
(the "Company") and First Union National Bank, as pass through trustee (the
"Pass Through Trustee"), for the benefit of the holders of the pass through
certificates issued thereunder.

                  In connection with such purchase, we hereby confirm that:

                  1.  We understand that the Securities have not been registered
         under the Securities Act of 1933, as amended (the "Act"), or the
         securities laws of any state or any other jurisdiction, and are being
         sold to us in a transaction that is exempt from the registration
         requirements of the Act and such securities laws.

                  2.  We acknowledge that we have received a copy of the
         Offering Memorandum dated January 26, 2001 relating to the Securities
         (the "Final Memorandum") and that we have reviewed the Final Memorandum
         and that we have had the opportunity to ask questions and receive
         answers concerning the terms and conditions of the transactions
         contemplated by the Final Memorandum and that we have had access to
         such finance and other information we have deemed necessary concerning
         the Company, Royal Ahold and


                                      B-1

<PAGE>

         the Securities or any other matter relevant to our decision to purchase
         the Securities. We acknowledge that we have read and agree with the
         matters stated in the section entitled "Notice to Investors" in the
         Final Memorandum.

                  3.  We acknowledge that none of the Company, Royal Ahold, the
         Initial Purchasers (as identified in the Final Memorandum) or any
         person acting on behalf of the Company, Royal Ahold or the Initial
         Purchasers has made any representation to us with respect to the
         Company, Royal Ahold or the offer or sale of any Securities, other than
         the information contained in the Final Memorandum.

                  4.  We have such knowledge and experience in financial and
         business matters as to be capable of evaluating the merits and risks of
         an investment in the Securities, and we are (and any account for which
         we are purchasing under paragraph 5 below is) an institution that is an
         "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of
         Regulation D under the Act) able to bear the economic risk of our or
         its investment in the Securities and can afford the complete loss of
         such investment.

                  5.  We are acquiring the Securities for our own account (or
         for accounts as to which we exercise sole investment discretion and
         have authority to make, and do make, the statements contained in this
         letter) and with neither a view to any distribution of the Securities
         nor any present intention of offering or selling any of the Securities,
         subject, nevertheless, to the understanding that the disposition of our
         property will at all times be and remain within our control.

                  6.  We agree that the Securities may not be reoffered, resold,
         pledged or otherwise transferred except:

                           (A) (i) to a person whom we reasonably believe is a
                  "qualified institutional buyer" within the meaning of Rule
                  144A of the Act in a transaction meeting the requirements of
                  Rule 144A;

                           (ii)    to an institution that is an "accredited
                  investor" as defined in Rule 501(a)(1), (2), (3) or (7) of
                  Regulation D under the Act in a transaction exempt from the
                  registration requirements of the Act (upon delivery to the
                  Pass Through Trustee and the Company of an opinion of counsel
                  experienced in securities law matters to such effect and such
                  other documentation as the Pass Through Trustee or the Company
                  may request);

                           (iii)   in an offshore transaction meeting the
                  requirements of Rule 903 or 904 of Regulation S under the Act;

                           (iv)    pursuant to an exemption from registration
                  under the Act provided by Rule 144 under the Act, if
                  available;

                           (v)     pursuant to an effective registration
                  statement under the Act; or


                                      B-2

<PAGE>

                           (vi)    to the Company or any affiliate (as defined
                  in Rule 501(b) of Regulation D under the Act) of the Company;
                  and

                           (B) in each of the foregoing cases, in accordance
                  with any applicable securities laws of any State of the United
                  States.

                  7.  We understand as follows:

                  (a) The Securities will be in registered form only and that
         any certificates delivered to us in respect of the Securities will bear
         a legend substantially to the following effect:

                           "This certificate has not been registered under the
                  United States Act of 1933, as amended (the "Securities Act").
                  You, the holder hereof, by purchasing this certificate, agree
                  that this certificate may not be offered, resold, pledged or
                  otherwise transferred other than (1) to a person whom the
                  transferor reasonably believes is a qualified institutional
                  buyer within the meaning of Rule 144A of the Securities Act in
                  a transaction meeting the requirements of Rule 144A, (2) to an
                  institution that is an "accredited investor" as defined in
                  Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
                  Securities Act in a transaction exempt from the registration
                  requirements of the Securities Act (upon delivery to the Pass
                  Through Trustee and Ahold Lease U.S.A., Inc. of an opinion of
                  counsel and other documentation as the Pass Through Trustee or
                  Ahold Lease U.S.A., Inc. may request), (3) in an offshore
                  transaction meeting the requirements of Rule 903 or Rule 904
                  of Regulation S under the Securities Act, (4) pursuant to an
                  exemption from registration under the Securities Act provided
                  by Rule 144 of the Securities Act (if applicable), (5)
                  pursuant to an effective registration statement under the
                  Securities Act, or (6) to Ahold Lease U.S.A., Inc., or any
                  affiliate (as defined in Rule 501(b) of Regulation D under the
                  Securities Act) of Ahold Lease U.S.A., Inc., and in each of
                  the foregoing cases, in accordance with any applicable
                  securities laws of any State of the United States" and

                  (b) Fully registered, definitive certificates will be issued
         without the foregoing legend only in the event of a disposition of the
         Securities in accordance with the provisions of subsections (iv), (v)
         and (vi) of paragraph 6 above, or at our request at such time as we
         would be permitted to dispose of them in accordance with Rule 144(k)
         under the Act (upon delivery of such opinions or other documentation as
         the Pass Through Trustee or the Company may request).

                  8.  In the event that we purchase any of the Securities, we
         will acquire Securities having a minimum purchase price of not less
         than US$100,000 for our own account or for any separate account for
         which we are acting.

                  9.  We hereby undertake to be bound by the terms and
         conditions of the Trust Agreement in our capacity as an owner of the
         Securities in all respects as if we were a

                                      B-3

<PAGE>

         signatory thereto. This undertaking is made for the benefit of the
         certificate registrar, the Pass Through Trustee and all holders of the
         Securities present and future.

                  10. We will not sell or otherwise transfer any portion of the
         Securities, except in compliance with the Trust Agreement (including
         the provisions thereof requiring delivery of a purchaser letter
         containing a representation that the transferee is an "accredited
         investor" as described above and such other certifications, opinions of
         counsel or other information as the Pass Through Trustee or the Company
         requires to confirm that such sale or transfer is being made pursuant
         to an exemption from, or in a transaction not subject to, the
         registration requirements of the Act) and in compliance with the
         provisions hereof.

                  11. Either (1) we are neither an employee benefit plan, within
         the meaning of Section 3(3) of the Employee Retirement Income Security
         Act of 1974, as amended ("ERISA"), which is subject to Title I of
         ERISA, nor any plan, within the meaning of Section 4975(e)(1) of the
         Internal Revenue Code of 1986, as amended (the "Code"), which is
         subject to Section 4975 of the Code, nor any entity whose underlying
         assets include "plan assets" by reason of any such employee benefit
         plan's or plan's investment in the entity (each of the foregoing a
         "Plan") and we are not acquiring or holding the Securities or any
         interest therein on behalf of, or with the assets of, a Plan or (2) our
         purchase, holding and disposition of the Securities or interest therein
         is exempt from the prohibited transaction restrictions of ERISA and the
         Code pursuant to one or more applicable statutory or administrative
         prohibited transaction exemptions.

                  We acknowledge that the addressees hereof and others will rely
on our confirmations, acknowledgments and agreements set forth herein. The Pass
Through Trustee and the Company are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered hereby. THIS
LETTER WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

                                       Very truly yours,

                                       [Name of Purchaser]

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


Dated:
Securities to be Purchased
$


                                      B-4

<PAGE>

                                                                       EXHIBIT C

                          FORM OF TRANSFER CERTIFICATE

                                                                          [date]

First Union National Bank,
   as Pass Through Trustee
401 South Tryon Street, 12th Floor
Charlotte, North Carolina 28288-1179

         Re:    Ahold Lease Series A-2 Pass Through Trust (the "Trust"),
                8.62% Pass Through Certificates, Series A-2 (the "Certificates")

Ladies and Gentlemen:

         [name of transferor] (the "Transferor") owns and proposes to transfer
$_____ Fractional Undivided Interest of the Certificates (the "Transfer"), to
[name of proposed transferee] (the "Transferee"), as further specified in Annex
A hereto. Capitalized terms used herein but not defined herein shall the
meanings assigned thereto in the Pass Through Trust Agreement, Series A-2, dated
as of February 12, 2001 (the "Pass Through Trust Agreement") between Ahold Lease
U.S.A., Inc. and First Union National Bank, as Pass Through Trustee. In
connection with the Transfer, the Transferor hereby certifies that the Transfer
will be effected pursuant to and in accordance with the United States Securities
Act of 1933, as amended, (the "Securities Act") and, accordingly, as follows:

                  [CHECK ALL THAT APPLY]

1. [ ]   Check if Transferee will take delivery of beneficial interests in the
Restricted Global Certificate pursuant to Rule 144A. The Transfer is being
effected pursuant to and in accordance with Rule 144A under the Securities Act,
and, accordingly, the Transferor hereby further certifies that the beneficial
interests are being transferred to a Person that the Transferor reasonably
believes is purchasing the beneficial interests for its own account or for one
or more accounts with respect to which such Person exercises sole investment
discretion, and that such Person and each such account is a "qualified
institutional buyer" within the meaning of Rule 144A in a transaction meeting
the requirements of Rule 144A, and that such Transfer is in compliance with the
blue sky securities laws of any applicable state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the Pass
Through Trust Agreement, the transferred beneficial interest will be subject to
the restrictions on transfer enumerated in the Restricted Legend printed on the
Restricted Global Certificate and in the Pass Through Trust Agreement and the
Securities Act.

2. [ ]   Check if Transferee will take delivery of beneficial interests in the
Regulation S Temporary Global Certificate, the Regulation S Permanent Global
Certificate or the Regulation S Definitive Certificates pursuant to Regulation
S. The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
certifies that (i) the Transfer is not being made to a person in the United
States


                                      C-1

<PAGE>

(as defined in Regulation S under the Securities Act) and (x) at the time the
buy order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903 or Rule 904 of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Distribution Compliance Period or pursuant
to Rule 903 of Regulation S, the transfer is not being made to a U.S. person (as
defined under Regulation S under the Securities Act) or for the account or
benefit of a U.S. person (other than an Initial Purchaser). Upon consummation of
the proposed transfer in accordance with the terms of the Pass Through Trust
Agreement, the transferred beneficial interest or Regulation S Definitive
Certificate(s) will be subject to the restrictions on Transfer enumerated in the
Restricted Legend printed on the Regulation S Temporary Global Certificate,
Regulation S Permanent Global Certificate and/or Regulation S Definitive
Certificate(s), as applicable, and in the Pass Through Trust Agreement and the
Securities Act.

3. [ ]   Check and complete if Transferee will take delivery of Restricted
Definitive Certificates, which will be subject to transfer restrictions,
pursuant to any provision of the Securities Act other than Rule 144A or
Regulation S. The Transfer is being effected in compliance with the transfer
restrictions applicable to beneficial interests in Restricted Global
Certificates, Regulation S Temporary Global Certificates and Definitive
Certificates bearing the Restricted Legend to and in accordance with the
Securities Act and the blue sky securities laws of any applicable state of the
United States, and, accordingly, the Transferor hereby further certifies that
(check one);

         (a)      [ ] such Transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act;

                                       OR

         (b)      [ ] such Transfer is being effected to the Company or an
Affiliate thereof;

                                       OR

         (c)      [ ] such Transfer is being effected pursuant to an effective
registration statement under the Securities Act;

                                       OR

         (d)      [ ] such Transfer is being effected to an Institutional
Accredited Investor and pursuant to an available exemption from the registration
requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or
Rule 904, and the Transferor hereby further certifies that (i) the Transfer
complies with the transfer restrictions applicable to beneficial interests in a
Restricted Global Certificate, Regulation S Temporary Global Certificate or a
Definitive


                                      C-2

<PAGE>

Certificate, as the case may be, bearing the Restricted Legend and the
requirements of the exemption claimed, (ii) the Transfer is in respect of a
principal amount of Certificates at the time of Transfer of $100,000 or more,
(iii) a certificate has been executed by the Transferee substantially in the
form of Exhibit B to the Pass Through Trust Agreement and (iv) an Opinion of
Counsel has been provided by the Transferor or the Transferee in form and scope
satisfactory to the Pass Through Trustee and the Company (a copy of which the
Transferor has attached to this certification) to the effect that (x) such
Transfer is in compliance with the Securities Act and (y) such Transfer complies
with the blue sky securities laws of any applicable state of the United States.
Upon consummation of the proposed transfer in accordance with the terms of the
Pass Through Trust Agreement, the Definitive Certificate(s) received will be
subject to the restrictions on transfer enumerated in the Restricted Legend
printed on the Restricted Definitive Certificate(s), in the Pass Through Trust
Agreement and in the Securities Act.

4. [ ]   Check if Transferee will take delivery of beneficial interests in the
Regulation S Temporary Global Certificate or the Regulation S Permanent Global
Certificate or of the Regulation S Definitive Certificates.

         (a)      [ ] Check if Transfer is pursuant to Rule 144. (i) The
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Pass Through Trust Agreement and the blue sky securities laws of any applicable
state of the United States, and (ii) the restrictions on transfer contained in
the Pass Through Trust Agreement and the Restricted Legend are not required in
order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Pass Through Trust
Agreement, the transferred beneficial interests or Definitive Certificate(s)
will no longer be subject to the restrictions on transfer enumerated in the
Restricted Legend printed on the Restricted Global Certificates or Regulation S
Temporary Global Certificates or on Definitive Certificates bearing the
Restricted Legend and in the Pass Through Trust Agreement.

         (b)      [ ] Check if Transfer is pursuant to Regulation S. The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Pass Through Trust Agreement and the restrictions on transfer
contained in the Pass Through Trust Agreement and the Restricted Legend are not
required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Pass
Through Trust Agreement, the transferred beneficial interests or Definitive
Certificate(s) will no longer be subject to the restrictions on transfer
enumerated in the Restricted Legend printed on the Restricted Global
Certificates or Regulation S Temporary Global Certificates or on Definitive
Certificates bearing the Restricted Legend and in the Pass Through Trust
Agreement.

         (c)      [ ] Check if Transfer is pursuant to Other Exemptions. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
144A, Rule 903 or Rule 904 and in compliance with the transfer restrictions
contained in the Pass Through Trust Agreement, (ii) an Opinion of Counsel has
been provided by the Transferor or the Transferee in form and scope


                                      C-3

<PAGE>

satisfactory to the Pass Through Trustee and the Company (a copy of which the
Transferor or the Transferee, as applicable, has attached to this certification)
to the effect that such Transfer is in compliance with the Securities Act and
the blue sky securities laws of any applicable state of the United States, and
(iii) the restrictions on transfer contained in the Pass Through Trust Agreement
and the Restricted Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Pass Through Trust Agreement, the transferred beneficial
interests or Definitive Certificate(s) will not be subject to the restrictions
on transfer enumerated (i) in the Restricted Legend printed on the Restricted
Global Certificates, the Regulation S Global Certificates or the Definitive
Certificates and (ii) in the Pass Through Trust Agreement.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                  ------------------------------

                  [Insert Name of Transferor]

                  By: __________________________

                      Name:
                      Title:

                  Date: ________________________


                                      C-4

<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.       The Transferor owns and proposes to transfer the following:

                         [CHECK ONE OF (a), (b) OR (c)]

         (a)      [ ] Beneficial interests in the:

                  (i)      [ ] Restricted Global Certificate (CUSIP 500467
                               AC 9), or

                  (ii)     [ ] Regulation S Temporary Global Certificate (CUSIP
                               N0139V AD 2), or

                  (iii)    [ ] Regulation S Permanent Global Certificate (CUSIP
                               N0139V AD 2); or

         (b)      [ ] Restricted Definitive Certificates; or

         (c)      [ ] Regulation S Definitive Certificates.

2.       After the Transfer the Transferee will hold:

                                   [CHECK ONE]

         (a)      [ ] Beneficial interests in the:

                  (i)      [ ] Restricted Global Certificate (CUSIP), or

                  (ii)     [ ] Regulation S Temporary Global Certificate
                               (CUSIP), or

                  (iii)    [ ] Regulation S Permanent Global Certificate
                               (CUSIP); or

         (b)      [ ] Restricted Definitive Certificates; or

                  [ ] Regulation S Definitive Certificates.


                                      C-5