FISCAL AGENCY AGREEMENT DATED MAY 22, 2003



 



Exhibit 4.6


22 May 2003



DELHAIZE FINANCE BV



EUR 100,000,000



8% Notes 2003 due 22 May 2008

unconditionally and irrevocably guaranteed by



DELHAIZE GROUP S.A.



FISCAL AGENCY AGREEMENT



FORTIS BANK nv-sa



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FISCAL AGENCY AGREEMENT



BETWEEN :


DELHAIZE FINANCE B.V., having its registered office at Martinus Nijfhofflaan
2, 2624 ES DELFT, NEDERLAND (hereinafter referred to as the “Issuer”),


DELHAIZE GROUP S.A., having its registered office at rue Osseghem 53, 1080
BRUSSELS, BELGIUM, (hereinafter referred to as the “Guarantor”),


FORTIS BANK nv-sa, having its principal office at 3 Montagne du Parc, B-1000
BRUSSELS, (hereinafter referred to as the “Fiscal Agent”), and


BANQUE GENERALE DU LUXEMBOURG S.A., having its principal office at 50
avenue J.F. Kennedy, L-2951 LUXEMBOURG, FORTIS BANK (NEDERLAND) N.V. having its
principal office at Rokin,55 , NL- 1012 KK Amsterdam and FORTIS BANK nv-sa,
having its principal office at 3 Montagne du Parc, B-1000 BRUSSELS (each a
“Paying Agent” or collectively the “Paying Agents”).


WHEREAS, the Issuer, in accordance with a resolution of its Board of Directors
dated
24 April 2003 has decided to issue Euro (“EUR”) 100,000,000 8% Notes 2003
due 22 May 2008 (hereinafter referred to as the “Notes”), with coupons attached
and with terms and conditions of the Notes (the “Terms and Conditions”)
substantially in the form annexed to the subscription agreement dated 20 May
2003 between the Issuer, the Guarantor and a syndicate of financial
institutions (the “Subscription Agreement”).


WHEREAS, the Notes will be unconditionally and irrevocably guaranteed as to
payment of principal and interest by the Guarantor pursuant to a guarantee
signed by the Guarantor on 22 May 2003 in the form annexed to the Subscription
Agreement (the “Guarantee”).


WHEREAS, application has been made to list the Notes on the Luxembourg Stock
Exchange.


IT HAS BEEN AGREED AS FOLLOWS :


1.      The Issuer and the Guarantor hereby appoint the Fiscal Agent as fiscal agent
and the Paying Agents as paying agent for the Issuer and the Guarantor, and the
Fiscal Agent and the Paying Agents undertake to act as fiscal agent and paying
agent respectively for the Issuer and the Guarantor with respect to the Notes
and to perform the functions of the fiscal agent and paying agent set forth in
the Terms and Conditions, on the terms and conditions of this fiscal agency
agreement (the “Agreement”), it being understood that, in performing such
functions, the Fiscal Agent and the Paying Agents act solely as agents of the
Issuer and the Guarantor and they do not assume any obligation, relationship of
agency, trust or other responsibility towards the holders of Notes or Coupons
(as defined below).


2.      The Notes will be issued in bearer form, with interest coupons (the
“Coupons”) attached, in the denominations of EUR 1,000, EUR 10,000 and EUR
100,000. The Notes to be issued will be drafted in the English language and
will contain the Terms and Conditions and the Guarantee. The Notes shall be
duly signed in facsimile by the Issuer and the Guarantor. The temporary global
certificate representing the full principal amount of the Notes (the “Temporary
Global Certificate”), without interest coupons attached, shall be signed
manually by the Issuer and the Guarantor and shall be authenticated by or on
behalf of the Fiscal Agent. The Temporary Global Certificate and the definitive
Notes will be substantially in the form of ANNEX A and ANNEX B attached hereto
respectively.


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Upon payment of the net proceeds of the Notes in accordance with the
Subscription Agreement, the Issuer will issue and deliver the Temporary Global
Certificate to Fortis Bank nv-sa as depositary common (the “Common Depositary”)
to Clearstream Luxembourg SA (“Clearstream”) and Euroclear Bank S.A./N.V.
(“Euroclear”) for credit to the accounts of the persons entitled thereto at
Clearstream and Euroclear.


Not earlier than 40 days after 22 May 2003 the Issuer shall cause to be
delivered the Notes in definitive form to the order of the Common Depositary
for the accounts of the persons entitled thereto, in exchange for the Temporary
Global Certificate. The Temporary Global Certificate shall be cancelled by the
Fiscal Agent upon delivery of all definitive Notes (corresponding to the full
amount of the Temporary Global Certificate), and returned to the Issuer.


3.      In the event of early redemption of Notes pursuant to the provisions of the
Terms and Conditions, the Issuer shall give notice of such redemption to the
Fiscal Agent at least 45 days before the date set for redemption. Such
notification shall be made in writing and shall specify the date set for
redemption and will be accompanied by a certificate, upon which the Fiscal
Agent may conclusively rely, stating that the Issuer is entitled to redeem the
Notes in accordance with the provisions of the Terms and Conditions and the
facts on which the Issuer’s conclusion is based to effect such redemption. The
Fiscal Agent shall thereupon promptly inform the other paying agents and
publish a notice of redemption in accordance with the provisions of the Terms
and Conditions.


In the event of substitution pursuant to the provisions of the Terms and
Conditions, the Issuer shall give notice of such substitution to the Fiscal
Agent at least 45 days before the date set for such substitution. Such
notification shall be made in writing and shall specify the date set for the
substitution and will be accompanied by a certificate, upon which the Fiscal
Agent may conclusively rely, stating that the Issuer is entitled to substitute
for itself the new debtor as debtor under the Notes in accordance with the
Terms and Conditions. The Fiscal Agent shall thereupon promptly inform the
other Paying Agents and promptly publish to the attention of holders of Notes
and Coupons a notice of substitution in accordance with the provisions of the
Terms and Conditions.


4.      The Fiscal Agent shall also act as the principal paying agent for the Issuer
in connection with the payment of principal of and interest on the Notes. Such
payments shall be made in accordance with the Terms and Conditions.


The Fiscal Agent may, at its discretion, appoint additional paying agents and
may, with the consent of the Issuer, terminate the appointment of any Paying
Agent upon a 45 days’ written notice, provided that, as long as the Notes are
listed on the Luxembourg Stock Exchange there shall be a paying agent in
Luxembourg and, that notice thereof will be published in accordance with the
provisions of the Terms and Conditions.


Subject to its receipt of the necessary funds from the Issuer pursuant to
Article 5 hereunder, the Fiscal Agent shall be responsible for the
reimbursement to each Paying Agent of the amounts paid by such Paying Agent to
redeem Notes and/or to pay Coupons and for the payment of paying agency fees,
as separately agreed between the Fiscal Agent and the Paying Agents.


5.      The Issuer shall unconditionally and irrevocably transfer or cause to
transfer to the Fiscal Agent for value not later than each due date, or if such
due date is not a Business Day (as defined hereunder), not later than the
following Business Day, by credit to an account of the Fiscal Agent designated
by the Fiscal Agent, the funds in EUR necessary to redeem any Notes that are
due for redemption and to pay the amount of interest of each Coupon that is due
for payment on that due date. In addition, the Issuer shall transfer or cause
to be transfered at the same time and in the same manner the paying agency
fees, if any, with respect to the redemption of Notes and the payment of
interest.


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Prior to each due date with respect to the Notes, the Fiscal Agent may request
written confirmation from the Issuer that the Issuer has given unconditional
and irrevocable instructions for the transfer of all such funds and the name
and account of the bank through which such transfer is being made. The Fiscal
Agent shall promptly notify the Paying Agents if it has not received such
confirmation by the close of business one local business (Brussels, Luxembourg
or Amsterdam depending on the location of the Paying Agent) day prior to any
due date, in which event neither the Fiscal Agent nor the Paying Agents shall
be required to make payments in respect of such due date and cannot be held
otherwise liable until timely transfer of the necessary funds has been assured.
The Fiscal Agent shall keep the Paying Agents informed.


The Issuer authorizes and directs the Fiscal Agent, from the funds provided to
it, and the Paying Agents to make payments of principal and interest on the
Notes on the relevant due dates against surrender of the due Notes and/or
Coupons. Neither the Paying Agents nor the Fiscal Agent are obliged to inquire
into the title of any holder of Notes or Coupons.


For the purpose of this Agreement, “Business Day” means a day on which banks
are open for business in any relevant place of presentation and a day on which
the Trans-European Automated Real-Time Gross Settlement Express Transfer
(TARGET) System is open.


6.     To the extent permitted by law, the Fiscal Agent shall return to the Issuer
any funds transferred to it for the payment of interest, or for redemption of
Notes that are not so used, at such time as claims for such payments are
prescribed pursuant to the Terms and Conditions. Until such prescription
becomes effective, all funds that are not so used shall be held by the Fiscal
Agent and shall bear no interest for the Issuer.


7.     All Notes which are surrendered in connection with any redemption (together
with all unmatured Coupons attached to or delivered with the Notes) and all
Coupons which are paid, shall be cancelled by the Fiscal Agent and by the
Paying Agents to which they are surrendered. Each of the Paying Agents shall
give to the Fiscal Agent details of all payments made by it and shall deliver
all cancelled Notes and Coupons to the Fiscal Agent (or as the Fiscal Agent may
specify).The Fiscal Agent (or its authorised agent) shall, as soon as
reasonably possible after the date of any such redemption or payment, furnish
the Issuer or the Guarantor a certificate or certificates stating (i) the
serial numbers, due dates and total number of the Notes so cancelled, (ii) the
amount paid in respect of such Notes redeemed and Coupons paid and (iii) the
amount paid in respect of, and the total number of, the Coupons so cancelled.


Where Notes are purchased by or on behalf of the Issuer or the Guarantor, the
Issuer or the Guarantor shall procure that the Notes (together with all
unmatured Coupons appertaining to the Notes) are promptly delivered to the
Fiscal Agent (or its authorized agent) who shall cancel them.


The Fiscal Agent shall safeguard the cancelled Notes and Coupons in its
possession until it has destroyed them at its earliest convenience, and
thereafter shall furnish certificates of destruction to the Issuer.


8.     The Fiscal Agent shall promptly transmit to the Issuer any notice or other
communication addressed to the Issuer at the Fiscal Agent’s address in
connection with the Notes.


9.     On behalf of, and at the request of the Issuer, the Fiscal Agent will
promptly cause to be published any notices required to be given to the holders
of the Notes in accordance with the Terms and Conditions. The Issuer or the
Guarantor shall bear the costs of such publication.


10.     As soon as they are available after the close of each fiscal year during
the term of the Notes, the Issuer and the Guarantor shall provide the Fiscal
Agent (free of charge) with copies of their annual and half-yearly report and
accounts for such fiscal year.


Subject to it being provided with copies of said reports and accounts, the
Fiscal Agent undertakes to make copies thereof available to holders of Notes
during normal business hours at its principal office and to provide copies
thereof to the Paying Agent in Luxembourg.


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11.     In the case of theft, loss or other involuntary dispossession or mutilation
of any Note, application for replacement thereof is to be made at the principal
office of the Fiscal Agent or the Paying Agents, which shall promptly transmit
such application to the Issuer. Subject to compliance with all applicable laws
and regulations, any such Note shall be replaced by the Issuer in compliance
with such procedures and on such terms as to evidence and indemnification as
the Issuer may require. Subject to applicable regulations, all such costs as
may be incurred in connection with the replacement of any Note shall be borne
by the applicant. Mutilated Notes must be surrendered before new ones will be
issued.


12.     The Fiscal Agent shall retain any replacement Notes deposited with it by
the Issuer and shall take such security measures as may be necessary to prevent
their loss or destruction. The Fiscal Agent shall issue replacement Notes
solely upon and in accordance with written instructions from the Issuer. The
Issuer shall, promptly upon receipt from the Fiscal Agent of any application
for replacement of Notes, and not later than 45 days after such receipt,
instruct the Fiscal Agent in writing as to the action to be taken with respect
to such application.


13.     Arrangements for the payment of the commissions and fees of the Fiscal
Agent have been separately agreed upon between the Issuer and the Fiscal Agent.
Commissions and fees of the Paying Agents have been separately agreed upon
between the Fiscal Agent and the Paying Agents.


14.     The Issuer or failing the Issuer, the Guarantor, will indemnify and hold
harmless the Fiscal Agent and each Paying Agent against all claims, actions,
demands, damages, costs and losses of third parties arising out of or relating
to the Fiscal Agent’s and the Paying Agents’ performance of their duties as
agent for the Issuer with respect to the Notes or this Agreement, except such
as may directly result from the Fiscal Agent’s or the Paying Agents’ gross
negligence or wilful misconduct.


The Fiscal Agent and each Paying Agent will severally indemnify and hold
harmless the Issuer and the Guarantor against all claims, actions, demand,
damages, costs and losses which the Issuer or the Guarantor may incur or which
may be made against the Issuer as a result of the breach by any of the Fiscal
Agent or such other Paying Agent as the case may be, of the terms of this
Agreement or its gross negligence or willful misconduct.


15.     The Fiscal Agent may resign as fiscal agent at any time by sending at least
a 90 days’ prior written notice (unless the Issuer agrees to accept less
notice) by registered mail to the Issuer and to the Guarantor, addressed as
follows :


DELHAIZE FINANCE BV.

Martinus Nijfhofflaan 2

2624 ES DELFT

NEDERLAND


DELHAIZE GROUP S.A

rue Osseghem 53

1080 BRUSSELS

BELGIUM


Upon receipt of notice of the Fiscal Agent’s resignation, the Issuer and the
Guarantor shall promptly appoint another bank as successor to the Fiscal Agent
as fiscal agent under this Agreement. The Issuer and the Guarantor agree that
there shall at all times be a Fiscal Agent, until all the Notes and Coupons
shall have been redeemed and/or purchased and cancelled or shall have become
void under the provisions of the prescription clause of the Terms and
Conditions. The appointment of the Fiscal Agent shall not expire within 45 days
before or after any due date.


Any Paying Agent may resign as paying agent at any time by sending at least a
90 days’ written notice (unless the Fiscal Agent agrees to accept less notice)
by registered mail to the Fiscal Agent, addressed as follows:

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FORTIS BANK nv-sa

– Securities ( 1MT1L)

Montagne du Parc 3

B-1000 Brussels


Upon receipt of notice of a Paying Agent’s resignation, the Fiscal Agent may or
may not appoint a successor paying agent, provided that so long as the Notes
are listed on the Luxembourg Stock Exchange, there will be a paying agent in
Luxembourg (which may also be the fiscal agent). The Fiscal Agent shall
promptly inform the Issuer of any such resignation or new appointment.


The Issuer and the Guarantor may terminate the appointment of the Fiscal Agent
as fiscal agent and appoint another bank as successor fiscal agent under this
Agreement, provided that it gives the Fiscal Agent not less than 90 days’
written notice of termination at the Fiscal Agent’s principal office.


Neither the resignation of the Fiscal Agent nor the termination of its
appointment as fiscal agent shall take effect until the appointment of the
successor fiscal agent becomes effective. On the effective date of the
resignation of the Fiscal Agent or of the termination of its appointment as
fiscal agent, the Fiscal Agent shall transfer to the successor fiscal agent all
funds of the Issuer then held by it, all documents relating to the redemption
of Notes and the payment of coupons and any other documents then held on behalf
of the Issuer by the Fiscal Agent in its capacity as fiscal agent, and the
Issuer or the Guarantor shall pay to the Fiscal Agent all amounts owed by the
Issuer to the Fiscal Agent pursuant to this Agreement up to said effective
date. Upon such transfer the predecessor Fiscal Agent shall be released from
any and all of its obligations under this Agreement.


Notice of any resignation, termination or new appointment under this Article
will be published in accordance with the Terms and Conditions.


16.     This Agreement may be amended by all of the parties hereto without the
consent of holders of Notes and/or Coupons for the purpose of curing any
ambiguity or of correcting or supplementing any defective provision contained
herein or in any manner which the parties may mutually deem necessary or
desirable.


17.     This Agreement is governed by, and shall be interpreted in accordance with,
the laws of the Grand-Duchy of Luxembourg.


Each party hereby agrees for the exclusive benefit of the other parties to this
Agreement that the courts of the Grand-Duchy of Luxembourg are to have
jurisdiction to settle any dispute which may arise out of or in connection with
this Agreement and accordingly any suit, action or proceedings arising out of
or in connection with this Agreement (the “Proceedings”) may be brought in such
courts. Nothing in this clause shall limit any right of the parties to this
Agreement to take Proceedings against the Issuer in any other court of
competent jurisdiction.


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Signed in Brussels on 20 May 2002 in five originals. Each party to this
Agreement acknowledges hereby receipt of one such original.


DELHAIZE FINANCE BV




	 	 	 	 	 	 	 	 	 
	 	 	
By:
	 	 	 	By:	 	 
	 	 	 	

	 	 	 	
	 
	 	 	 	 	 	 	 	 	 
	DELHAIZE GROUP S.A.
	 	 	 	 	 	 	 	 	 
	 	 	
By:
	 	 	 	By:	 	 
	 	 	 	

	 	 	 	
	 



FORTIS BANK nv-sa

BANQUE GENERALE DU LUXEMBOURG S.A.

FORTIS BANK (NEDERLAND) N.V.




	 	 	 	 	 
	 	 	“For the purposes of Article 1135-1 of the Luxembourg Civil Code,
the Fiscal
Agent and the Paying Agents hereby expressly and specifically
accept the
limitations of responsibility set out in paragraph 1 of Article 14
of this
Fiscal Agency Agreement.”
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	
	 
	 	 	Fortis Bank nv-sa
	 	 	On behalf of the Managers listed above



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ANNEX A


DELHAIZE FINANCE B.V.

Incorporated under the laws of The Netherlands

Having its registered office at Martinus Nijfhofflaan 2, 2624 ES DELFT- The Netherland

EUR 100,000,000

8% 2003 due 22 May 2008

unconditionally and irrevocably guaranteed by



DELHAIZE GROUP S.A.

having its registered office at Rue Osseghem, 53, B-1080 Brussels



T E M P O R A R Y   G L O B A L   C E R T I F I C A T E



This certificate is a temporary global certificate in bearer form without
interest coupons representing bearer Notes of a nominal amount of EUR 1,000,
EUR 10,000 and EUR 100,000 each, which constitute the issue of EUR 100,000,000
8% Notes 2003 due 22 May 2008. The Notes are issued by DELHAIZE FINANCE B.V.
and guaranteed as to payment of principal and interest by DELHAIZE GROUP S.A..
The Terms and Conditions of the Notes and the Guarantee are annexed hereto and
are deemed to be incorporated herein. This Temporary Global Certificate will be
exchanged for definitive Notes not earlier than 40 days after 22 May 2003.


No claims for delivery of definitive Notes can be made prior to the date of
exchange of this Temporary Global Certificate.


This Temporary Global Certificate shall not become valid or enforceable for any
purpose unless and until it has been authenticated by the Fiscal Agent.


DELHAIZE FINANCE BV




	 	 	 	 	 	 	 	 	 
	 	 	
By:
	 	 	 	By:	 	 
	 	 	 	
	 	 	 	
	 
	 	 	 	 	 	 	 	 	 
	DELHAIZE GROUP S.A.
	 	 	 	 	 	 	 	 	 
	 	 	
By:
	 	 	 	By:	 	 
	 	 	 	

	 	 	 	
	 



Dated : 22 May 2003



Authenticated by :

FORTIS BANK nv-sa




	 	 	 
	By :	 	 
	 	

	 



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ANNEX B


(FORM OF DEFINITIVE NOTE)



(On the front)



	 	 	 	 	 
	 	 	
Denomination         ISIN
	Series Cert. Nr.	 
	 	 	 	 	 
	(EUR 1,000)

(EUR 10,000)

(EUR 100,000)	 	(< 001000 + XS0167729333   + 00 + 000000>)

(< 010000 + XS0167729333   + 00 + 000000>)

(< 100000 + XS0167729333   + 00 + 000000>)



DELHAIZE FINANCE B.V.

Incorporated under the laws of The Netherlands

having its registered office at Martinus Nijfhofflaan, 2- 2624 ES DELFT- The Netherland



Euro 100,000,000

8 % Notes 2003 due 22 May 2008

unconditionally and irrevocably guaranteed by



DELHAIZE GROUP S.A.

Incorporated under the laws of Belgium

Having its registered office at Rue Osseghem, 53,B-1080 Brussels



BEARER NOTE OF



EUR 1,000 (One Thousand Euro)

EUR 10,000 (Ten Thousand Euro)

EUR 100,000 (One Hundred Thousand Euro)



This Note forms part of an issue by DELHAIZE FINANCE B.V. (the “Issuer”) of 8
% Notes 2003 due 22 May 2008 in the aggregate principal amount of Euro
100,000,000 which are being issued in accordance with the terms and conditions
of the Notes (the “Terms and Conditions”) which are set forth on the reverse
hereof. The Notes are guaranteed as to payment of principal and interest by
DELHAIZE GROUP S.A.


This Note will be redeemed at par on 22 May 2008 or on such earlier date as
the principal sum may become repayable in accordance with the Terms and
Conditions.


This Note bears interest on the said principal sum from 22 May 2003 until 22
May 2008 at the rate of 8 Per Cent. per annum, payable annually in arrear on 22
May in each year upon presentation and surrender of the coupons appertaining
hereto (the “Coupons”) as they shall severally become due. The first Coupon
will be payable on 22 May 2004.


IN WITNESS whereof DELHAIZE FINANCE BV and DELHAIZE GROUP S.A. have caused
this Note to be signed in facsimile on their behalf.


DELHAIZE FINANCE BV




	 	 	 
	By :	 	
By :




	 	 	 
	 	
DELHAIZE GROUP S.A.	 
	 	
Guarantee to be inserted	 
	By :	 	By :



Dated as of 22 May 2003



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(FORM OF COUPON 1-5)



(on the front)


<00 + 001000 + XS0167729333 + 00 + 000000>

<00 + 010000 + XS0167729333 + 00 + 000000>

<00 + 100000 + XS0167729333 + 00 + 000000>


DELHAIZE FINANCE BV



EUR 100,000,000

8% Notes 2003 due 2008

Coupon for EUR 80/EUR 800/EUR 8,000 due on 22 May, 2004/2005/2006/2007/2008.



This Coupon is payable to bearer (subject to the Terms and Conditions endorsed
on the Note to which this Coupon appertains, which shall be binding upon the
holder of this Coupon whether or not this Coupon is for the time being attached
to such Note) at the specified offices of the paying agents set out on the
reverse hereof (or any other paying agent duly appointed or nominated and
notified to the holders of Notes).


DELHAIZE FINANCE BV



(on the back)


FISCAL AGENT AND PRINCIPAL PAYING AGENT



FORTIS BANK nv-sa, Montagne du Parc 3, B-1000 Brussels


PAYING AGENTS


BANQUE GENERALE DU LUXEMBOURG S.A., 50 avenue J.F. Kennedy, L-2951 Luxembourg


FORTIS BANK NEDERLAND N.V., Rokin 55, NL- 1012 KK Amsterdam



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