AMENDMENT AND RESTATEMENT AGREEMENT

 DATED SEPTEMBER 7, 1998

                                     between

                             KONINKLIJKE AHOLD N.V.
                               AHOLD U.S.A., INC.
                                    (FORMERLY
                            AHOLD USA HOLDINGS, INC.)
                           as Borrowers and Guarantors

                                       and

                            THE CHASE MANHATTAN BANK
                                as Facility Agent

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

                       AMENDMENT AND RESTATEMENT AGREEMENT
                                  relating to a
                    Multicurrency Revolving Credit Agreement
                             dated 18 December 1996

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

                                 Clifford Chance
                                    Amsterdam

     THIS AMENDMENT AND  RESTATEMENT  AGREEMENT is made the 7th day of September

BETWEEN

(1)  KONINKLIJKE AHOLD N.V. (the "PRINCIPAL COMPANY");

(2)  AHOLD U.S.A.,  INC.  (FORMERLY AHOLD USA HOLDINGS,  INC.) ("AHOLD USA" and,
     together with the Principal Company, the "BORROWERS"); and

(3)  THE CHASE MANHATTAN BANK (the "FACILITY AGENT").

NOW IT IS AGREED as follows:

WHEREAS:

(A)  By an agreement dated 18 December, 1996 (the "EXISTING FACILITY AGREEMENT")
     made  between (i) the  Principal  Company as borrower and  guarantor,  (ii)
     Ahold USA as  borrower  and  guarantor,  (iii) ABN AMRO  Bank  N.V.,  Chase
     Investment Bank Limited and J.P. Morgan Securities Ltd. as arrangers,  (iv)
     the  Facility  Agent as  facility,  swing-line,  letter of credit agent and
     short term advances  agent,  (v) Chase Manhattan  International  limited as
     multicurrency  facility  agent and (vi) the  financial  institutions  named
     therein  as  Banks,   the  Banks  made   available   to  the   Borrowers  a
     US$1,000,000,000  multicurrency  revolving  credit facility with short-term
     advance,  swing-line  and  letter  of  credit  options  on  the  terms  and
     conditions set out therein.

(B)  It has been agreed between the parties hereto (in connection with which the
     Facility  Agent is acting on behalf of, and with the  express  consent  of,
     itself,  the Arrangers and the Banks) that the Existing Facility  Agreement
     shall be amended and restated as hereinafter provided, subject to the terms
     and conditions hereof.

NOW IT IS HEREBY AGREED as follows:

1.   INTERPRETATION

1.1 Terms defined in the Existing  Facility  Agreement  shall,  unless otherwise
defined  herein  and  save as the  context  otherwise  requires,  have  the same
meanings when used in this Agreement.

1.2 In this  Agreement the  "EFFECTIVE  DATE" means the later of the date hereof
and the date upon which the Facility  Agent confirms in writing to the Banks and
the Principal  Company that it has received each of the documents  listed in the
Schedule in form and substance satisfactory to the Facility Agent.

1.3 Clause and Schedule headings are for ease of reference only.

1.4 Words and expressions  used herein  importing the singular shall,  where the
context permits or requires, include the plural and vice versa.

2. AMENDMENTS TO THE EXISTING FACILITY AGREEMENT

The parties hereto agree that the Existing  Facility  Agreement shall, as of the
Effective Date, be amended and restated for all purposes as set out in the Annex
to this  Agreement  and agree to be bound by the terms  and  conditions  thereof
accordingly.

3. REPRESENTATIONS

Each of the Borrowers and the Guarantors:

     (a)  repeats  each  of  the  representations  and  warranties  set  out  in
          paragraphs   (i),   (ii),   (iii),   (viii)   and  (x)  of  Clause  23
          (Representations and Warranties) of the Existing Facility Agreement on
          the date hereof and on the  Effective  Date (by reference to the facts
          and circumstances then subsisting) as if each reference therein to the
          "FINANCE  DOCUMENTS"  included a reference to this  Agreement  and the
          Existing   Facility   Agreement   (as   amended   hereby,   when  such
          representations and warranties are repeated on the Effective Date) and
          acknowledges  that the Facility  Agent has entered into this Agreement
          in reliance on those representations and warranties; and

     (b)  confirms on the date hereof and on the Effective Date that no Event of
          Default or Potential Event of Default has occurred.

4. WAIVER

The  Facility  Agent  hereby  waives any  default  under the  Existing  Facility
Agreement   which  may  have   occurred  as  a  result  of  any  breach  of  any
representation  contained  in  paragraph  (xix)  of  Clause  23 of the  Existing
Facility  Agreement  by virtue of (a) any Margin Stock being owned by any Member
of the Group or (b) the proceeds of any borrowings  under the Existing  Facility
Agreement being used, directly or indirectly, for any purposes specified in such
paragraph (xix).

5. MISCELLANEOUS

5.1  Clauses  33  (Costs  and  Expenses),  37  (Remedies  and  Waivers,  Partial
Invalidity),  39 (Notices) and 40.2  (English  Courts) to Clause 40.9 (Waiver of
Immunity) of the Existing Facility  Agreement shall be deemed to be incorporated
herein as though set out herein, mutatis mutandis.

5.2 The Existing  Facility  Agreement shall remain in full force and effect save
as expressly amended hereby and the parties hereto agree that:

     (a)  this Agreement  shall be a "FINANCE  DOCUMENT" for the purposes of the
          Existing Facility Agreement and the other Finance Documents; and

     (b)  on and after the Effective Date any reference to the Existing Facility
          Agreement  in any of the Finance  Documents  (including  the  Existing
          Facility  Agreement) shall be construed as a reference to the Existing
          Facility Agreement as amended hereby.

5.3 For the avoidance of doubt the  guarantees and other  obligations  given and
entered into by the  Guarantors  pursuant to Clause 26 of the Existing  Facility
Agreement  shall not be  affected by the  amendments  to the  Existing  Facility
Agreement  effected  hereby on the Effective Date or by any of the other matters
provided  for in this  Agreement  (including  the  waiver  in  Clause  4 of this
Agreement)(and  shall  continue in full force and effect in accordance  with the
terms of the Existing Facility Agreement notwithstanding such amendments or such
other matters).

6. COUNTERPARTS

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

7. LAW

This Agreement shall be governed by, and construed in accordance  with, the laws
of The Netherlands.

IN WITNESS  whereof this  Agreement has been entered into the day and year first
above written.

                                  THE SCHEDULE

                         CONDITIONS PRECEDENT DOCUMENTS

1. In relation to each of the Obligors:

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

     (b)  a copy,  certified  a true copy by a duly  authorised  officer of such
          Obligor, of a board resolution of such Obligor and (in the case of the
          Principal Company) such resolutions of the board of managing directors
          of the  Principal  Company,  the  supervisory  board of the  Principal
          Company  (Raad  van  Commissarissen)  and the  works'  council  of the
          Principal  Company  (Ondernemingsraad)  as may be  required  by  Dutch
          Counsel to the Banks approving the execution, delivery and performance
          of this Agreement and the terms and conditions  hereof and authorising
          a named person or persons to sign this  Agreement and any documents to
          be delivered by such Obligor pursuant hereto; and

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

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

3. An opinion of each of the Borrowers' in-house Dutch and United States counsel
in  substantially  the form agreed by the Facility  Agent prior to the execution
hereof.

4.  An  opinion  of  Clifford  Chance,  solicitors  to the  Facility  Agent,  in
substantially  the form  agreed by the  Facility  Agent  prior to the  execution
hereof.

THE OBLIGORS

KONINKLIJKE AHOLD N.V.

By:

Address:   Albert Heijnweg 1
           1507 EH Zaandam
           The Netherlands

Attention: The Treasury

Telephone: 31 75 659 5635

Fax:       31 75 695 8359

AHOLD U.S.A., INC.

By:

Address:   One Atlanta Plaza, Suite 2575
           950 East Paces Ferry Road
           30326 Atlanta, Georgia
           United States of America

Attention: Ernie J. Smith

Telephone: 1 404 262 6050

Fax:       1 404 262 6051

THE FACILITY AGENT

THE CHASE MANHATTAN BANK

By:

Address:   270 Park Avenue
           New York, NY 10081
           United States of America

Attention: Hilma Gabbidon

Telephone: 1 212 552 4650

Telefax:   1 212 552 5658

                                      ANNEX

                                US$1,000,000,000

                    MULTICURRENCY REVOLVING CREDIT AGREEMENT

                                      with

           SHORT-TERM ADVANCE, SWING-LINE AND LETTER OF CREDIT OPTIONS

                                     between

                             KONINKLIJKE AHOLD N.V.
                            AHOLD USA HOLDINGS, INC.
                           as Borrowers and Guarantors

                               ABN AMRO BANK N.V.
                          CHASE INVESTMENT BANK LIMITED
                           J.P. MORGAN SECURITIES LTD.
                                  as Arrangers

                            THE CHASE MANHATTAN BANK
                            as Facility, Swing-Line,
                 Letter of Credit and Short-Term Advances Agent

                      CHASE MANHATTAN INTERNATIONAL LIMITED
                         as Multicurrency Facility Agent

                                       and

                                     OTHERS

                                 Clifford Chance
                                    Amsterdam

THIS AGREEMENT is made on 18 December 1996

BETWEEN:

(1)  KONINKLIJKE AHOLD N.V. as borrower and guarantor (the "Principal Company");

(2)  AHOLD USA  HOLDINGS,  INC.  as borrower  and  guarantor  ("Ahold  USA" and,
     together with the Principal Company, the "Borrowers");

(3)  ABN  AMRO  BANK  N.V.,  CHASE  INVESTMENT  BANK  LIMITED  and  J.P.  MORGAN
     SECURITIES LTD. as arrangers (the "Arrangers");

(4)  THE CHASE  MANHATTAN  BANK as facility  agent (the  "Facility  Agent"),  as
     swing-line agent (the "Swing-Line  Agent"),  as Letter of Credit agent (the
     "Letter of Credit Agent") and as short term advances agent (the "Short-Term
     Advances Agent");

(5)  CHASE MANHATTAN  INTERNATIONAL LIMITED as Multicurrency Facility Agent (the
     "Multicurrency Facility Agent"); and

(6)  THE BANKS (as defined below).

IT IS AGREED as follows:

                                     PART 1
                         DEFINITIONS AND INTERPRETATION

1.     Definitions and Interpretation

1.1    Definitions  In this Agreement:

"Absolute Basis" in relation to Short-Term Advances means the basis of any offer
therefor expressed as a percentage rate and not by reference to LIBOR.

"Adjustment  Amounts"  means,  in relation to any proposed  Advance or Letter of
Credit:

     (a)  the Dollar Amounts of any other proposed Advances or Letters of Credit
          which any of the Banks or the Issuing  Bank are then  obliged to make,
          issue or  participate  in on or before the proposed  Utilisation  Date
          relating to such proposed Advance or Letter of Credit; and

     (b)  the Dollar  Amounts of any  Advances  or Letters of Credit  which have
          been  made,  issued  or  participated  in by any of the  Banks  or the
          Issuing Bank pursuant hereto and which are due to be repaid or, as the
          case  may be,  expire  on or  before  the  proposed  Utilisation  Date
          relating to such proposed Advance or Letter of Credit.

"Advance" means a Revolving Credit Advance, a Swing-Line Advance or a Short-Term
Advance.

"Additional  Borrower" means a wholly-owned direct or indirect subsidiary of the
Principal  Company which,  with the prior written  consent of the Facility Agent
acting on the  instructions  of the  Banks,  has become an  Additional  Borrower
pursuant to and in accordance with the provisions of Clause 2.9 to Clause 2.12.

"Agents" means the Facility Agent,  the Swing-Line  Agent,  the Letter of Credit
Agent, the Short-Term Advance Agent and the Multicurrency Facility Agent.

"Available  Commitment"  means,  in  relation  to a Bank at any time and save as
otherwise  provided  herein,  its  Commitment at such time less its share of the
Outstandings at such time Provided that such amount shall not be less than zero.

"Available  Facility"  means,  at any  time,  the  aggregate  of  the  Available
Commitments at such time and adjusted so as to take into account:

     (a)  any Adjustment Amounts; and

     (b)  any  reduction in the  Commitment  of a Bank which will occur prior to
          the  commencement of the Term relating to the relevant  Advance or the
          relevant Letter of Credit  consequent upon a cancellation of the whole
          or any part of the relevant  Commitment  of such Bank  pursuant to the
          terms hereof;

"Available Letter of Credit Commitment" means, in relation to a Bank at any time
and save as otherwise provided herein, the lesser of:

     (a)  its  Letter  of Credit  Commitment  at such time less its share of the
          Dollar Amounts of the outstanding  Letters of Credit at such time (and
          for the purposes of this definition an  "outstanding"  Existing Letter
          of Credit  shall mean an Existing  Letter of Credit in which the Banks
          are participating in accordance with Clause 4); and

     (b)  its Available Commitment at such time.

"Available  Letter of Credit  Facility" means, at any time, the aggregate of the
Available  Letter of Credit  Commitments  at such time and,  for the purposes of
Clause 4.2(c) and Clause 4.3(a) and a proposed  Letter of Credit only,  adjusted
so as to take into account:

     (a)  any Adjustment Amounts; and

     (b)  any reduction in the  Commitment  or Letter of Credit  Commitment of a
          Bank which will occur prior to the  commencement  of the Term relating
          to such proposed  Letter of Credit  consequent  upon a cancellation of
          the whole or any part of the  Commitment  of such Bank pursuant to the
          terms hereof.

"Available Swing-Line Commitment" means, in relation to a Swing-Line Bank at any
time and save as otherwise provided herein, the lesser of:

     (a)  its  Swing-Line  Commitment  at such time less its share of the Dollar
          Amounts of the outstanding Swing-Line Advances at such time; and

     (b)  its Available Commitment at such time.

"Available  Swing-Line  Facility"  means,  at any  time,  the  aggregate  of the
Available  Swing-Line  Commitments  at such time and, for the purposes of Clause
7.2(b) and Clause 7.3(a) and a proposed  Swing-Line Advance only, adjusted so as
to take into account:

     (a)  any Adjustment Amounts; and

     (b)  any  reduction  in  the  Commitment  or  Swing-Line  Commitment  of  a
          Swing-Line Bank which will occur prior to the commencement of the Term
          relating  to  such  proposed  Swing-Line  Advance  consequent  upon  a
          cancellation  of the  whole  or any  part  of the  Commitment  of such
          Swing-Line Bank pursuant to the terms hereof.

"Banks" means:

     (a)  any financial  institution  named in Part 1 of the First Schedule (The
          Banks)  (other  than one  which  has  ceased  to be a party  hereto in
          accordance with the terms hereof); and

     (b)  any  financial   institution  which  has  become  a  party  hereto  in
          accordance  with the provisions of Clause 35.4  (Assignments by Banks)
          or Clause 35.5 (Transfers by Banks).

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

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

"Dollar Amount" means:

     (a)  in relation to any Advance,  the principal  amount thereof or, if such
          Advance is not  denominated in dollars,  the equivalent of such amount
          in dollars  calculated  as at the date of the  Utilisation  Request in
          respect of such Advance; and

     (b)  in relation to any Letter of Credit:

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

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

and the Dollar Amount of a Requested Amount shall be determined accordingly.

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

"Environment" means:

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

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

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

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

     (a)  the pollution or protection of the Environment;

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

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

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

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

"ERISA" shall mean, at any date, the US Employee  Retirement Income Security Act
of 1974 and the regulations  promulgated and rulings issued  thereunder,  all as
the same shall be in effect at such date.

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

"ERISA  Event" shall mean (i) (A) any  reportable  event,  as defined in Section
4043(c) of ERISA with respect to an Employee  Plan,  as to which PBGC has not by
regulation  waived  the  requirement  of  Section  4043(a)  of ERISA  that it be
notified  within thirty days of the  occurrence of such event  (provided  that a
failure to meet the  minimum  funding  standard  of  Section  412 of the Code or
Section  302 of ERISA  shall be a  reportable  event  for the  purposes  of this
sub-paragraph  (i) regardless of the issuance of any waivers in accordance  with
Section  412(d) of the  Code);  or (B) the  requirements  of  subsection  (1) of
Section  4043(b) of ERISA (without regard to subsection (2) of such Section) are
met with respect to a contributing sponsor, as defined in Section 4001(a)(13) of
ERISA, of an Employee Plan and an event described in paragraph (9), (10),  (11),
(12) or (13) of Section  4043(c) of ERISA is  reasonably  expected to occur with
respect to such  Employee  Plan within the  following  30 days;  (ii) the filing
under  Section  4041(c) of ERISA of a notice of intent to terminate any Employee
Plan or the  termination of any Employee Plan under Section 4042 of ERISA by the
PBGC,  or the  appointment  of a trustee to  administer  any Employee Plan under
Section 4042 of ERISA; (iii) the failure to make a required  contribution to any
Employee  Plan that would result in the  imposition  of a lien under Section 412
(n) of the  Code or  Section  302 (f) of  ERISA;  and  (iv) an  engagement  in a
non-exempt prohibited transaction within the meaning of Section 4795 of the Code
or Section 406 of ERISA.

"Event of  Default"  means any of those  circumstances  specified  in  Clause 25
(Events of Default).

"Existing Facilities" means the following facilities:

     (a)  the  $400,000,000  revolving  credit facility  granted  pursuant to an
          agreement  dated  29 March 1994 in favour of the Principal  Company by
          certain  financial  institutions  named therein for whom ABN AMRO Bank
          N.V. acted as Facility Agent;

     (b)  the  $600,000,000  Credit  Agreement  among The Stop & Shop Companies,
          Inc., the several Banks and The Chase  Manhattan Bank as Agent,  dated
          29 August 1994;

     (c)  the  $200,000,000  Credit  Agreement  among The Stop & Shop Companies,
          Inc. the several Banks and The Chase Manhattan Bank as Agent, dated 19
          January 1996; and

     (d)  the $200,000,000  Credit Agreement among The Shop & Stop Master Trust,
          the  several  Banks and The Chase  Manhattan  Bank as Agent,  dated 12
          January 1995.

"Existing  Letter of Credit" means a Letter of Credit,  details of which are set
out in the Sixth Schedule.

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

"Facilities" means the Revolving Credit Facility, the Letter of Credit Facility,
the Swing-Line  Facility and the Short-Term  Advances  Facility (and  "Facility"
means any one of them).

"Facility Office" means:

     (a)  in  relation to any Agent,  the office  identified  with such  Agent's
          signature  below or such  other  office  as it may  from  time to time
          select; and

     (b)  in relation to any Bank and any Facility,  the office  identified with
          its signature  below (or, in the case of a  Transferee,  at the end of
          the Transfer Certificate to which it is a party as Transferee) for the
          purposes of such  Facility or, in any such case,  such other office as
          such Bank may from time to time select.

"Federal Funds Rate" means,  in relation to any day, the rate per annum equal to
the weighted average of the rates on overnight  Federal funds  transactions with
members of the United States Federal  Reserve  System  arranged by Federal funds
brokers, as published for that day (or, if that day is not a business day in New
York,  for the  immediately  preceding  business day in New York) by the Federal
Reserve Bank of New York or, if a rate is not so published  for any day which is
a business day in New York,  the average of the  quotations for that day on such
transactions  received by the Swing-Line  Agent from three Federal funds brokers
of recognised standing selected by the Swing-Line Agent.

"Finance  Documents"  means this Agreement (as  supplemented by any Supplemental
Agreement) and each Supplemental Agreement.

"Financial L/C Commission Rate" means:

          (i)  during the period commencing on the date hereof and ending on the
               date which is the fifth anniversary of the date hereof,  0.10 per
               cent. per annum; and

          (ii) thereafter, 0.1125 per cent. per annum.

"Financial  Letter of Credit"  means a Letter of Credit  issued in favour of any
contractor or state agency for the purposes of credit  guarantees in relation to
the  construction  of  property  and self  insurance  schemes  (such as workers'
compensation programmes).

"Guarantors"  means the  Principal  Company  and  Ahold USA in their  respective
capacities as guarantors hereunder.

"Group" means the Principal Company and its subsidiaries for the time being.

"Instructing Group" means:

     (a)  whilst no Advances or Letters of Credit are outstanding  hereunder and
          in any event for the  purposes  of Clause 39, a Bank or group of Banks
          whose Commitments at such time (or, if each Bank's Commitment has been
          reduced to zero, did immediately before such reduction to zero) amount
          in aggregate to more than  sixty-six  and two thirds per cent.  of the
          Total Commitments at such time; or

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

"Issuing  Bank" means any Bank  which,  at the time of the  Utilisation  Request
relating  to the  relevant  Letter of Credit,  has a  long-term  debt  rating by
Standard & Poor's of not less than AA- or by Moody's Investors Service,  Inc. of
not less than Aa3 as selected by Ahold USA or such  alternative  equivalent long
term debt  rating as may be  applied by  Standard & Poor's or Moody's  Investors
Service, Inc., respectively, from time to time.

"L/C  Outstandings"  means,  at any time, the aggregate of the Dollar Amounts of
each  outstanding  Letter of Credit (and for the purposes of this  definition an
"outstanding"  Existing Letter of Credit shall mean an Existing Letter of Credit
in which the Banks are participating in, in accordance with Clause 4).

"Letter  of Credit"  means a letter of credit  (including,  without  limitation,
except for the purposes of Clause 4, an Existing  Letter of Credit) issued or to
be issued by an Issuing Bank,  subject to and with the benefit of the provisions
hereof, under the Letter of Credit Facility.

"Letter of Credit  Commitment" means, in relation to a Bank at any time and save
as otherwise  provided herein, the amount set opposite its name in Part 1 of the
First Schedule.

"Letter of Credit Facility" means the letter of credit facility granted to Ahold
USA pursuant to the terms of this Agreement.

"LIBOR" means, in relation to any Revolving Credit Advance or Short-Term Advance
or unpaid sum in respect of the Revolving Credit Facility or Short-Term Advances
Facility:

          (i)  the rate per annum which is the offered  rate (if any)  appearing
               on the  relevant  page  of the  Telerate  Screen  which  displays
               British Bankers' Association Settlement Rates for deposits in the
               London Interbank  Market for the specified period  denominated in
               the currency in which such Revolving  Credit Advance,  Short-Term
               Advance  or  unpaid  sum is to be or is  denominated  during  the
               specified period at or about 11.00 a.m. on the Quotation Date for
               the specified period; or

         (ii)  in the event no such  rate can be  determined  for the  specified
               period  in  accordance  with  (i)  above,   the  rate  per  annum
               determined by the Multicurrency Facility Agent to be equal to the
               arithmetic  mean (rounded  upwards to four decimal places) of the
               rates (as notified to the Multicurrency  Facility Agent) at which
               each of the  Reference  Banks was  offering to prime banks in the
               London  Interbank  Market  deposits in the currency in which such
               Revolving Credit Advance,  Short-Term Advance or unpaid sum is to
               be or is denominated  for the specified  period at or about 11.00
               a.m. on the Quotation Date for such period

and for the purposes of this  definition,  "specified  period" means the Term of
such Revolving Credit Advance or Short-Term  Advance or, as the case may be, the
period in respect of which  LIBOR  falls to be  determined  in  relation to such
unpaid sum.

"Margin" means:

          (i)  during the period commencing on the date hereof and ending on the
               date which is the fifth anniversary of the date hereof,  0.10 per
               cent. per annum; and

         (ii)  thereafter, 0.1125 per cent. per annum.

"Margin Stock" means margin stock within the meaning of Regulations T, U and X.

"Material Subsidiary" means, at any time:

          (i)  any  subsidiary  of the  Principal  Company  the  assets of which
               exceed  ten per  cent.  (10%) of the  consolidated  assets of the
               Group taken as a whole; and

         (ii)  each other  subsidiary of the Principal  Company  specified  from
               time to time by the Principal  Company (which, at the date hereof
               and without limitation to the foregoing, are the companies listed
               in the Fifth Schedule)

Provided  that  the  Principal  Company  shall  ensure  that the  assets  of all
subsidiaries  referred to in paragraphs  (i) and (ii) shall at all times account
for at least 80 per cent. of the  consolidated  assets of the Principal  Company
and its  subsidiaries  and for these purposes,  the assets of such subsidiary or
the Principal  Company and its  subsidiaries (as the case may be) shall, in each
case be  adjusted,  as the  Facility  Agent  acting  on the  instructions  of an
Instructing  Group may consider  appropriate,  to take account of any changes in
circumstances  since the date as of which the most recent  audited  consolidated
financial statements were prepared.

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

"Non-Financial L/C Commission Rate" means 0.15 per cent. per annum.

"Non-Financial  Letter of  Credit"  means any  Letter  of  Credit  other  than a
Financial Letter of Credit.

"Obligors" means the Borrowers and the Guarantors (and "Obligor" means anyone of
them).

"Optional  Currency" means any currency  (other than ecu,  sterling and dollars)
which is freely transferable and freely convertible into dollars.

"Original Financial Statements" means:

     (a)  in  relation  to  the  Principal  Company,  its  audited  consolidated
          financial  statements  for its financial  year ended 31 December 1995;
          and

     (b)  in relation to each Additional  Borrower,  its most recently published
          audited  financial  statements as at the date it becomes an Additional
          Borrower hereunder.

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

     (a)  the Dollar Amounts of all outstanding Advances; and

     (b)  the L/C Outstandings.

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

"PBGC" means the Pension Benefit Guaranty  Corporation or any entity  succeeding
to all or any of its functions under ERISA.

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

"Prime  Rate"  means,  on any day, the prime  commercial  lending rate  publicly
announced by the Swing-Line Agent in respect of such day, which rate need not be
the  lowest  rate  charged to its  borrowers  Provided  that each  change in the
interest rate applicable to a Swing-Line  Advance which results from a change in
the Prime  Rate  shall  become  effective  on the day on which the change in the
Prime Rate becomes effective.

"Proportion"  means,  in  relation  to a  Bank,  the  proportion  borne  by  its
Commitment to the Total Commitments (or, if the Total Commitments are then zero,
by its Commitment to the Total Commitments  immediately prior to their reduction
to zero).

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

"Reference  Banks" means,  for the purposes of determining  LIBOR, the principal
London  offices  of ABN AMRO Bank  N.V.,  The Chase  Manhattan  Bank and  Morgan
Guaranty  Trust Company of New York or such other bank or banks as may from time
to time be agreed between the Principal Company and the Facility Agent.

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

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

"Relevant  Amount" means, in relation to any Bank or Swing-Line Bank at any time
and any proposed  Utilisation,  the amount  arrived at by applying the following
formula:

Relevant Amount = BC x (RA + TO) 
                  ______________   - BO

                       TC

         where:

     BC   = such Bank's or Swing-Line Bank's Commitment at such time;

     RA   = the Dollar Amount of the Advance or Letter of Credit comprising such
            proposed Utilisation;

     TO   = the Outstandings at such time;

     TC   = the Total Commitments at such time;

     BO   = the relevant Bank or Swing-Line  Bank's share of all Outstandings at
            such time,

Provided  that when in  respect  of any one or more  Banks or  Swing-Line  Banks
application  of the above  formula  results in a negative  figure,  then for the
purpose of  calculating  the Relevant  Amount for each other Bank or  Swing-Line
Bank,  the  first  mentioned  Bank(s)  or  Swing-Line  Bank(s)  and it or  their
Commitment(s)  (and that of any affiliates  thereof) shall be deducted from "TC"
and the aggregate of such Bank's or Swing-Line  Bank's share of all Outstandings
shall be deducted from "TO".

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

"Requested Amount" means, in relation to any Utilisation  Request, the aggregate
principal  amount of the Advances or, as the case may be, the face amount of the
Letter of Credit  therein  requested  to be made or issued or in which the Banks
are requested to participate.

"Revolving Credit Advance" means, save as otherwise  provided herein, an advance
made or to be  made by the  Banks  pursuant  to  Clause  3  (Utilisation  of the
Revolving Credit Advance) and the other terms hereof.

"Revolving  Credit Facility" means the  multicurrency  revolving credit facility
granted to the Borrowers pursuant to the terms of this Agreement.

"Short-Term  Advance" means, save as otherwise  provided herein, an advance made
or to be made by the Banks  pursuant  to Clause 8 (Request  for  Offers) and the
other terms hereof.

"Short-Term Advances Facility" means the short term advances facility granted to
Ahold USA pursuant to the terms of this Agreement.

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

"Supplemental  Agreement" means any agreement entered into by the parties hereto
with any Additional Borrower (in its capacity as an Additional Obligor) pursuant
to Clause 2.9  (Nomination  of Additional  Borrowers)  to Clause 2.12  (Original
Borrower's  Authority)  substantially in the form set out in the Eighth Schedule
(Supplemental  Agreement  for  Additional  Borrowers)  or such other form as the
Principal Company and the Facility Agent shall agree.

"Swing-Line  Advance" means, save as otherwise  provided herein, an advance made
or to be made by the Swing-Line  Banks pursuant to Clause 7 (Utilisation  of the
Swing-Line Facility) and the other terms hereof.

"Swing-Line  Banks"  means  each of the  Banks  listed  in  Part 2 of the  First
Schedule (Swing-Line Banks).

"Swing-Line  Commitment" means, in relation to a Swing-Line Bank at any time and
save as otherwise provided herein, the amount set opposite its name in Part 2 of
the First Schedule.

"Swing-Line  Facility"  means the swing-line  facility  granted to the Borrowers
pursuant to the terms of this Agreement.

"Swing-Line Margin" means 0.50 per cent. per annum.

"Term" means, save as otherwise provided herein, in relation to any Advance, the
period for which such  Advance is  borrowed  (as  specified  in the  Utilisation
Request relating  thereto) and, in relation to any Letter of Credit,  the period
from the date on which such  Letter of Credit is issued  (or,  in the case of an
Existing  Letter of Credit,  the Banks commence  participating  in such Existing
Letter of Credit  pursuant to Clause 4) until its Expiry Date (as  specified  in
the Utilisation Request relating thereto).

"Termination  Date"  means the day which is  eighty-four  months  after the date
hereof.

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

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

     (a)  such Bank seeks to procure the transfer to such Transferee of all or a
          part of such Bank's  rights,  benefits  and  obligations  hereunder as
          contemplated in Clause 35.3 (Assignments and Transfers by Banks); and

     (b)  such  Transferee  undertakes to perform the obligations it will assume
          as a result of delivery of such  certificate  to the Facility Agent as
          is contemplated in Clause 35.5 (Transfers by Banks).

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

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

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

"US Borrower" means any Material  Subsidiary which has been  incorporated in the
United States.

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

"Utilisation" means a utilisation of any or more of the Facilities hereunder.

"Utilisation Date" means the date of a Utilisation,  being the date on which the
Advance  in  respect  thereof  is to be made or the  Letter of Credit in respect
thereof is to be issued (or, in  relation to an Existing  Letter of Credit,  the
date on which the Banks are to commence participating therein).

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

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

1.2 Interpretation Any reference in this Agreement to:

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

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

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

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

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

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

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

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

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

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

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

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

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

a  "business  day" shall be  construed  as a  reference  to a day (other  than a
Saturday or Sunday) on which banks are generally open for business in London and
New York City and, if such reference  relates to the date for the payment of any
sum denominated in any Optional Currency,  banks are generally open for business
in the principal financial centre of the country of such Optional Currency;

a "business  day in New York" shall be  construed as a reference to a day (other
than a Saturday or a Sunday) on which banks are  generally  open for business in
New York City;

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

a "currency" includes ecu;

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

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

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

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

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

"net assets" shall be construed as a reference to the difference between (a) the
aggregate  of the  current  assets  (including  but not limited to Cash and cash
Equivalents,  Receivables and Inventories)  and fixed assets  (including but not
limited to Total Net Tangible  Fixed Assets,  Loan  Receivables,  Investments in
unconsolidated  subsidiaries  and  affiliates  and  Intangible  Assets)  of  the
Principal  Company and (b) the aggregate of the current  liabilities  (including
but not limited to Loans  payable,  Taxes  payable,  Accounts  payable,  Accrued
expenses and Other current liabilities) and long term liabilities (including but
not limited to Subordinated  loans, Other loans,  Capitalised lease commitments,
Deferred  income taxes and Other  provisions)  of the Principal  Company in each
case as  reported  in the latest  consolidated  balance  sheet of the  Principal
Company delivered pursuant to Clause 24(i)(a) (Undertakings);

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

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

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

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

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

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

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

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

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

the "winding-up",  "dissolution" or "administration" of a company or corporation
shall be construed  so as to include any  equivalent  or  analogous  proceedings
under the law of the  jurisdiction  in which  such  company  or  corporation  is
incorporated or any jurisdiction in which such company or corporation carries on
business  including  the  seeking of  liquidation,  winding-up,  reorganisation,
dissolution,  administration,  arrangement,  adjustment, protection or relief of
debtors.

1.3 Currency  Symbols "$" and  "dollars"  denote  lawful  currency of the United
States of America and "sterling" denotes lawful currency of the United Kingdom.

1.4 Agreements, Documents and Statutes Save where the contrary is indicated, any
reference in this Agreement to:

     (a)  this  Agreement or any other  agreement or document shall be construed
          as a reference  to this  Agreement  or, as the case may be, such other
          agreement  or document as the same may have been,  or may from time to
          time be, amended, varied, novated or supplemented;

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

     (c)  a time of day shall be construed as a reference to New York time.

1.5 Headings Clause, Part and Schedule headings are for ease of reference only.

                                     PART 2
                      THE FACILITIES; ADDITIONAL BORROWERS

2. THE FACILITIES

2.1 REVOLVING  CREDIT FACILITY The Banks grant to the Borrowers,  upon the terms
and subject to the conditions hereof, a multicurrency  revolving credit facility
in an aggregate amount of  $1,000,000,000 or its equivalent from time to time in
Optional Currencies.

2.2 LETTER OF CREDIT  FACILITY The Banks grant to Ahold USA,  upon the terms and
subject to the conditions hereof, a dollar denominated letter of credit facility
in an aggregate amount of $100,000,000.

2.3 SWING-LINE  FACILITY The Swing-Line  Banks grant to the Borrowers,  upon the
terms and subject to the  conditions  hereof,  a dollar  denominated  swing-line
facility in an aggregate amount of $200,000,000.

2.4  SHORT-TERM  ADVANCES  FACILITY The Banks grant to Ahold USA, upon the terms
and  subject to the  conditions  hereof,  an  uncommitted  short  term  advances
facility in an aggregate amount of $1,000,000,000.

2.5 PURPOSE AND  APPLICATION  The Facilities are intended for general  corporate
purposes   including  working  capital  and  the  refinancing  of  the  Existing
Facilities. Accordingly, each of the Borrowers shall apply all amounts raised by
it under each  Facility in or towards  satisfaction  of such  purposes.  Without
prejudice to the obligations of the Borrowers under this Clause 2.5 (Purpose and
Application),  neither the Agents,  the  Arrangers and the Banks nor any of them
shall be obliged to concern themselves with the application of amounts raised by
any Borrower hereunder.

2.6  CONDITION  PRECEDENT  DOCUMENTS  None  of the  Borrowers  may  deliver  any
Utilisation  Request  hereunder  unless the Facility  Agent has confirmed to the
Principal Company and the Banks that it has received all of the documents listed
in  the  Third Schedule  (Condition  Precedent  Documents)  each,  in  form  and
substance,  satisfactory  to the  Facility  Agent  and  that  each of the  other
conditions referred to therein have been met to the satisfaction of the Facility
Agent.

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

2.8 AGGREGATION OF ADVANCES Clause 2.1 (Revolving Credit  Facility),  Clause 2.2
(Letter of Credit  Facility),  Clause 2.3  (Swing-Line  Facility) and Clause 2.4
(Short-Term  Advances  Facility) are subject to the restriction  that at no time
may the aggregate of the Dollar Amounts of all outstanding  Advances and Letters
of Credit under each of the  Facilities  referred to in such Clauses  exceed the
Total Commitments, (being, at the date hereof, $1,000,000,000).

2.9  NOMINATION OF  ADDITIONAL  BORROWERS  Subject to having  obtained the prior
written  consent,  through the Facility Agent,  of all the Banks,  the Principal
Company may from time to time designate any of its wholly-owned  subsidiaries as
an  Additional  Borrower.  If the  Principal  Company  so  designates  any  such
subsidiary or  subsidiaries,  the Principal  Company shall  promptly  deliver or
cause to be  delivered  to the  Facility  Agent a  Supplemental  Agreement  duly
executed by the parties thereto.

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

2.11  FACILITY  AGENT'S  AUTHORITY  Each of the Agents  (other than the Facility
Agent), the Arranger and the Banks irrevocably  authorises the Facility Agent to
execute any  Supplemental  Agreement  on its behalf.  The  Facility  Agent shall
promptly  notify each of the Banks of the  execution  by it of any  Supplemental
Agreement.

2.12  ORIGINAL  BORROWER'S  AUTHORITY  Each  of the  Obligors  (other  than  the
Principal Company) irrevocably authorises the Principal Company to designate any
of its subsidiaries as an Additional Borrower pursuant to Clause 2.9 (Nomination
of Additional  Borrowers) and  irrevocably  authorises the Principal  Company to
execute on its behalf any Supplemental Agreement in relation thereto.

2.13  SEPARATE AND INDEPENDENT FACILITIES  Subject to Clause 2.8 (Aggregation of
Advances), the Facilities granted in this Agreement are separate and independent
of each other.  The aggregate of the amounts  outstanding at any time under each
Facility shall be a separate and independent debt.

2.14  USE OF FACILITIES Any Bank may, by notice to the Facility Agent, designate
another bank or financial  institution  (a "Funding  Bank") to make available to
the  relevant  Agent the proceeds of that Bank's share of any Advance or to make
payments  in  respect  of any  Letter of Credit  (in which  case that Bank shall
ensure that the Funding Bank does so). Any such notice shall specify the name of
the Funding Bank and its fax number and address (which must be in New York City)
and marking (if any) for the purpose of  communications to it in relation to the
relevant  Facility.  A copy of any written  communication  to that Bank shall be
sent to the Funding  Bank (which  need not be a party to this  Agreement  nor an
affiliate of that Swingline Bank). Whether or not the Funding Bank is a party to
this  Agreement,  all  rights  and  obligations  with  respect  to  that  Bank's
Commitment and its Outstandings under the Facilities shall remain solely in that
Bank (not the  Funding  Bank)  and this  Agreement  shall  apply as if that Bank
(rather than the Funding Bank) had funded its share of each Advance or Letter of
Credit,  except  that the Bank may  direct  that its share of any  payment  with
respect to the relevant Facility be made to the Funding Bank instead.

                                     PART 3
                  UTILISATION OF THE REVOLVING CREDIT FACILITY

3. UTILISATION OF THE REVOLVING CREDIT FACILITY

3.1  DELIVERY OF  UTILISATION  REQUEST FOR  REVOLVING  CREDIT  ADVANCES  Save as
otherwise  provided  herein, a Borrower may from time to time request the making
of Revolving Credit Advances under the Revolving Credit Facility by the delivery
to the Facility Agent and, in the case of a Revolving Credit Advance denominated
in an Optional  Currency,  the Multicurrency  Facility Agent not more than eight
business  days nor later  than  three  (or,  in the case of a  Revolving  Credit
Advance  denominated  in any Optional  Currency  four)  business days before the
proposed date for the making of the relevant Revolving Credit Advance, of a duly
completed Utilisation Request therefor.

3.2 UTILISATION DETAILS Each Utilisation Request delivered to the Facility Agent
and Multicurrency Facility Agent pursuant to Clause 3.1 (Delivery of Utilisation
Request for Revolving Credit Advances) shall be irrevocable and shall specify:

     (a)  the  proposed  date for the making of the  relevant  Revolving  Credit
          Advance which shall be a business day falling  before the  Termination
          Date;

     (b)  the currency of denomination of the proposed  Revolving Credit Advance
          which shall be dollars or an Optional  Currency  Provided that, if the
          relevant Borrower selects an Optional Currency, such Borrower may also
          select  dollars to apply if its first  selection  becomes  ineffective
          pursuant to Clause 3.3 (Banks' Agreement to Optional Currency);

     (c)  the amount of the proposed Revolving Credit Advance, which shall be an
          amount  of not less  than  $25,000,000  and an  integral  multiple  of
          $5,000,000  (or, if the Revolving  Credit Advance is to be denominated
          in an Optional Currency, such comparable and convenient amount thereof
          as the Multicurrency Facility Agent may from time to time specify) and
          the Dollar Amount of which shall not exceed the Available Facility;

     (d)  the proposed  Term of the proposed  Revolving  Credit  Advance,  which
          shall be a period  of one,  two,  three or six  months  or such  other
          period not  exceeding  twelve  months  agreed by the Banks ending on a
          business day falling on or before the Termination Date; and

     (e)  the account to which the  proceeds of the  proposed  Revolving  Credit
          Advance are to be paid.

3.3  BANKS'  AGREEMENT  TO  OPTIONAL  CURRENCY  If a  Borrower  requests  that a
Revolving Credit Advance be denominated in an Optional Currency and:

     (a)  no later  than  12.00 noon  (London  time) on the third  business  day
          preceding the first day of the Term of such Revolving  Credit Advance,
          any Bank notifies the  Multicurrency  Facility  Agent that it does not
          agree to such request; or

     (b)  no later than 11.00 a.m.  (London time) on the Quotation Date for such
          Revolving Credit Advance, the Facility Agent notifies the Borrower and
          the Banks that the  Multicurrency  Facility Agent is of the reasonable
          opinion that it is not feasible for such  Revolving  Credit Advance to
          be made in such Optional Currency; or

     (c)  to give effect to such request  would mean that the  Revolving  Credit
          Advances  outstanding would be denominated in more than three Optional
          Currencies,

then,  unless such Borrower and the Banks otherwise agree, such Revolving Credit
Advance  shall not be made unless such  Borrower  specified  in the  Utilisation
Request in  respect of such  Revolving  Credit  Advance  that in such event such
Revolving  Credit  Advance  should be  denominated in dollars in which case such
Revolving Credit Advance shall,  save as otherwise  provided herein,  be made in
dollars in an amount  equal to the Dollar  Amount  relating to such  Utilisation
Request.

3.4  MAKING OF  REVOLVING  CREDIT ADVANCES  If a Borrower  requests a  Revolving
Credit  Advance in accordance  with the  provisions of this Clause 3 and, on the
proposed date for the making of such Advance:

     (a)  none  of  the  events  mentioned  in  Clause  22(a)  and  (b)  (Market
          Disruption) shall have occurred;

     (b)  the Dollar Amount of such Revolving Credit Advance does not exceed the
          Available Facility;

     (c)  to give  effect  to such  request  would  not  result in more than ten
          Advances being outstanding; and

     (d)  either:

          (i)  no Event of Default or  Potential  Event of Default has  occurred
               and is  continuing  or  would  result  from  the  making  of such
               Revolving Credit Advance; and

          (ii) the  representations  set out in  Clause 23  (Representation  and
               Warranties)  which are to be repeated  pursuant  to the  relevant
               Utilisation  Request are true on and as of the proposed  date for
               the making of such Revolving Credit Advance and would continue to
               be  true  immediately   following  the  making  of  the  relevant
               Revolving  Credit  Advance and the  application  of the  proceeds
               thereof in meeting the  purpose for the making of such  Revolving
               Credit  Advance (as if references  therein to Original  Financial
               Statements  were  references  to the most  recent  set of  annual
               audited  financial  statements  delivered by each Borrower to the
               Facility Agent pursuant to Clause 24 (Undertakings))

     or each of the Banks agrees, notwithstanding any matter mentioned at (i) or
     (ii) above to participate in the making of such Revolving Credit Advance,

then:

          (1)  the Facility Agent (or in the case of a Revolving  Credit Advance
               denominated in an Optional Currency,  the Multicurrency  Facility
               Agent) shall, no later than 5.00 p.m.  (London time) on the third
               business day prior to the proposed  Utilisation Date, notify each
               Bank by telefax or by telephone  (with  confirmation to follow by
               telefax)  at its  Facility  Office  specified  for the purpose of
               Revolving  Credit Advances of the amount of such Revolving Credit
               Advance, the amount of such Bank's participation  therein and the
               period for which such Revolving Credit Advance is to be made;

          (2)  each Bank  shall,  no later than 12.00 noon  (local  time for the
               financial  centre  of the  relevant  currency)  on such  proposed
               Utilisation  Date  make  its  portion  of such  Revolving  Credit
               Advance  available  to the  Facility  Agent  or in the  case of a
               Revolving Credit Advance denominated in an Optional Currency, the
               Multicurrency  Facility  Agent),  in the  relevant  currency,  in
               accordance with Clause 29 (Payments); and

          (3)  the Facility Agent (or in the case of a Revolving  Credit Advance
               denominated in an Optional Currency,  the Multicurrency  Facility
               Agent)  shall,  no  later  than  4.00  p.m.  (local  time for the
               financial  centre  of the  relevant  currency)  on such  proposed
               Utilisation Date, make such Revolving Credit Advance available to
               the relevant Borrower in accordance with but subject to Clause 29
               (Payments).

3.5 FACILITY OFFICE Each Bank will  participate in each Revolving Credit Advance
made pursuant to this Clause 3 through its Facility Office specified in relation
to Revolving Credit Advances in its Relevant Amount.

3.6 REDUCTION OF ADVANCES If a Bank's  Commitment is reduced in accordance  with
the terms hereof after the Facility Agent (or in the case of a Revolving  Credit
Advance denominated in an Optional Currency,  the Multicurrency  Facility Agent)
has received the Utilisation  Request for a Revolving Credit Advance,  then both
the Dollar  Amount  and the amount of that  Revolving  Credit  Advance  shall be
reduced accordingly.

3.7  APPLICATION  OF ADVANCES The proceeds of any Revolving  Credit Advance made
hereunder  shall  first  be  applied  in  repayment  of any  Swing-Line  Advance
(together with any accrued interest  thereon),  and the Facility Agent shall pay
such  portion  of any  Revolving  Credit  Advance  to be made  hereunder  to the
Swing-Line  Banks  as the  Swing-Line  Agent  instructs  the  Facility  Agent is
necessary  to repay  each  outstanding  Swing-Line  Advance  (together  with any
accrued interest thereon).

3.8 PAYMENT OF  SWING-LINE  ADVANCES  Notwithstanding  anything to the  contrary
provided  herein,  one or more Revolving  Credit  Advances (as may be necessary)
will be made by the  Banks  to the  Borrower  if,  prior to  10.00  a.m.  on any
business day, the Swing-Line  Agent,  on behalf of the Swing-Line  Banks,  gives
notice to the  Facility  Agent  that it  requires  each  outstanding  Swing-Line
Advance to be repaid by means of a Revolving Credit Advance  hereunder (and, for
the purposes hereof such notice shall be deemed to have been automatically given
by the Swing-Line  Agent to the Facility Agent, if either (i) the Facility Agent
receives  notice  from any  other  party  hereto  that an Event of  Default  has
occurred or (ii) for any reason  whatsoever  the proceeds of a Revolving  Credit
Advance  hereunder  cannot be applied in the manner outlined in Clause 3.7) and,
two business days after the Swing-Line  Agent gives notice to the Facility Agent
as  aforesaid  a  Revolving  Credit  Advance  will be made  in  respect  of each
outstanding Swing-Line Advance by the Banks in an amount of each such Swing-Line
Advance and for a Term selected by the Facility Agent, in consultation  with the
Borrower,  notwithstanding  (a) the  occurrence of an Event of Default,  (b) any
reduction  in the  Total  Commitments  after  the date  hereof  or (c) any other
requirements  for a drawdown  pursuant  to any of the other  provisions  of this
Clause 3 not being  fulfilled  Provided that nothing herein  contained  shall be
construed  so as to require the Banks to  participate  in any  Revolving  Credit
Advance  requested  hereunder by the  Swing-Line  Agent to repay any  Swing-Line
Advance  which  was  made  in  breach  of  Clause  7.2(b)  or  was  made  in the
circumstances  set  out in  Clause  7.3(b).  Each  Revolving  Credit  Bank  will
participate  through its Facility Office in its Relevant Amount in any Revolving
Credit Advance made pursuant to the terms of this Clause 3.8.

                                     PART 4
                  UTILISATION OF THE LETTER OF CREDIT FACILITY

4. UTILISATION OF THE LETTER OF CREDIT FACILITY

4.1  DELIVERY OF  UTILISATION  REQUEST  FOR LETTERS OF CREDIT Save as  otherwise
provided herein,  Ahold USA may from time to time request the issue of Letter(s)
of Credit  and/or that the Banks  participate  in the  issuance of any  Existing
Letter(s) of Credit  under the Letter of Credit  Facility by the delivery to the
Facility  Agent,  not more than eight  business  days in New York nor later than
9.30 a.m. on the third  business  day in New York before the  proposed  date for
either  (a) the  issue  of the  relevant  Letter(s)  of  Credit  and/or  (b) the
effectiveness of the Banks'  participating in the relevant Existing Letter(s) of
Credit (as the case may be) of a duly completed Utilisation Request therefor.

4.2 UTILISATION DETAILS Each Utilisation Request delivered to the Facility Agent
pursuant to Clause 4.1 (Delivery of  Utilisation  Request for Letters of Credit)
shall be irrevocable and shall specify:

     (a)  the face amount of (i) the proposed  Letter(s)  of Credit  and/or (ii)
          Existing  Letter(s) of Credit (as the case may be),  which shall be an
          amount of not more than the Available Letter of Credit Facility;

     (b)  the proposed Term of (i) the proposed  Letter(s) of Credit and/or (ii)
          Existing  Letter(s)  of Credit (as the case may be),  which shall be a
          period  ending on a business day falling on or before the  Termination
          Date;

     (c)  the name and address of the recipient to whom such Letter(s) of Credit
          is to be delivered  and/or to whom such  Existing  Letter(s) of Credit
          has been delivered (as the case may be); and

     (d)  the Issuing Bank relating to such Letter(s) of Credit and/or  Existing
          Letter(s) of Credit (as the case may be).

4.3 ISSUE OF LETTERS OF CREDIT If the Borrower requests the issue of a Letter of
Credit and/or the  participation of Banks in the issuance of any Existing Letter
of  Credit  in  accordance  with the  provisions  of this  Clause 4 and,  on the
proposed date for such issue and/or participation:

     (a)  the Dollar  Amount of such  Letter(s)  of Credit  and (if  applicable)
          Existing  Letter(s) of Credit does not exceed the Available  Letter of
          Credit Facility;

     (b)  the  identity  of the  recipient  has been  agreed by all the Banks no
          later than 3.00 p.m. (New York Time) on the third  business day in New
          York before the proposed date for the issue of the relevant  Letter(s)
          of Credit or  participation  in the  relevant  Existing  Letter(s)  of
          Credit;

     (c)  (in  relation to any new Letter of Credit) the form of such  Letter(s)
          of  Credit  is such  form as has  been  agreed  between  the  relevant
          Borrower  and the  Issuing  Bank  (acting on the  instructions  of the
          Banks)  by no later  than  3.00  p.m.  (New  York  Time) on the  third
          business  day in New  York  before  the date  from  the  issue of such
          Letter(s) of Credit;

     (d)  either:

          (i)  no Event of Default or  Potential  Event of Default has  occurred
               and is  continuing  or  would  result  from  the  issue  of  such
               Letter(s)  of  Credit  or  participation  by the  Banks  in  such
               Existing Letter(s) of Credit; and

          (ii) the  representations  set out in Clause 23  (Representations  and
               Warranties)  which are to be repeated  pursuant  to the  relevant
               Utilisation  Request are true on and as of the proposed  date for
               the issue of such  Letter(s) of Credit  and/or  participation  in
               such Existing  Letter(s) of Credit (as the case may be) and would
               continue  to be true  immediately  following  the  issuing of the
               relevant  Letter(s)  of  Credit  and/or   participation  in  such
               Existing  Letter(s)  of  Credit  (as  the  case  may  be)  (as if
               references   therein  to  Original   Financial   Statements  were
               references  to the most  recent set of annual  audited  financial
               statements  delivered  by each  Borrower  to the  Facility  Agent
               pursuant to Clause 24 (Undertakings))

     or each of the Banks agrees, notwithstanding any matter mentioned at (i) or
     (ii) above to the issue of such Letter of Credit  and/or  participation  in
     such Existing Letter(s) of Credit (as the case may be),

then:

     (1)  the Facility  Agent shall,  no later than 5.00 p.m. (New York Time) on
          the third business day prior to the proposed  Utilisation Date, notify
          each  Bank and the  Issuing  Bank by  telefax  or by  telephone  (with
          confirmation  to follow by telefax) at its Facility  Office  specified
          for the purpose of the Letter of Credit Facility of the amount of such
          Letter(s) of Credit and/or  Existing  Letter(s) of Credit (as the case
          may be), the amount of such Bank's participation  therein and the Term
          of such  Letter(s) of Credit and/or  Existing  Letter(s) of Credit (as
          the case may be); and

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

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

4.4 BANKS'  PARTICIPATION IN LETTERS OF CREDIT Each Bank will participate in the
issuance of each Letter of Credit and each Existing Letter of Credit through its
Facility  Office  specified in relation to the Letter of Credit  Facility to the
extent of its Relevant Amount.

4.5 REDUCTION OF BANKS' LETTER OF CREDIT  COMMITMENTS If a Bank's  Commitment is
reduced  in  accordance  with the  terms  hereof  after the  Facility  Agent has
received the  Utilisation  Request for any Letter(s) of Credit  and/or  Existing
Letter(s)  of  Credit,  then  both the  Dollar  Amount  and the  amount  of such
Letter(s)  of  Credit  and/or  Existing  Letter(s)  of Credit  shall be  reduced
accordingly.

4.6  COMPLETION  OF LETTERS OF CREDIT The Issuing Bank relating to any Letter of
Credit  is  hereby  authorised  to issue  such  Letter  of  Credit  pursuant  to
Clause 4.3 (Issue of Letters of Credit) by:

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

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

5. INDEMNITY

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

5.2 PAYMENT  Each Bank shall,  upon  receipt by it of a demand made on it by the
Facility  Agent under this  Clause 5  and in any event no later than  11.00 a.m.
(London  time) on the business day following  receipt of the demand,  pay to the
Facility Agent the amount demanded of it. The Facility Agent shall, upon receipt
of such amount, promptly pay the same to the Issuing Bank of the relevant Letter
of Credit.

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

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

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

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

6. LETTER OF CREDIT FEES AND FRONTING FEE

6.1 LETTER OF CREDIT  FEES Ahold USA shall,  in respect of each Letter of Credit
issued at its request,  be obliged to pay to the Facility  Agent for the account
of each Bank (for distribution in proportion to each Bank's  participation under
the  relevant  Letter of  Credit,  a letter of credit fee at the  Financial  L/C
Commission Rate (in the case of Financial Letter of Credit) or Non Financial L/C
Commission  Rate (in the case of a  Non-Financial  Letter of Credit) on the face
amount of the relevant Letter of Credit. Such letter of credit fee shall be paid
in arrears in respect of each successive period of three months (or such shorter
period as shall end on the Expiry Date  relating to such Letter of Credit) which
begins  during the Term of the relevant  Letter of Credit,  each payment of such
letter of credit commission to be made on the last day of each such period.

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

                                     PART 5
                     UTILISATION OF THE SWING-LINE FACILITY

7. UTILISATION OF THE SWING-LINE FACILITY

7.1 DELIVERY OF UTILISATION  REQUEST FOR  SWING-LINE  ADVANCES Save as otherwise
provided  herein,  a  Borrower  may from time to time  request  the  making of a
Swing-Line  Advance under the Swing-Line  Facility by delivery by telefax to the
Swing-Line  Agent and the Facility  Agent,  not more than three business days in
New York before nor later than 10.00 a.m. (New York Time) on the latest business
day in New York which falls on or before the proposed date for the making of the
relevant Swing-Line Advance, of a duly completed Utilisation Request.

7.2  UTILISATION  DETAILS Each request made of the Swing-Line  Agent pursuant to
Clause 7.1 (Delivery of Utilisation  Request for Swing-Line  Advances)  shall be
irrevocable and shall specify:

     (a)  the proposed date for the making of the relevant  Swing-Line  Advance,
          which  shall  be a  business  day  in  New  York  falling  before  the
          Termination Date;

     (b)  the  amount of the  proposed  Swing-Line  Advance,  which  shall be an
          amount  of not less  than  $25,000,000  and an  integral  multiple  of
          $5,000,000  which is less  than or equal to the  Available  Swing-Line
          Facility;

     (c)  the proposed Term of the proposed Swing-Line Advance, which shall be a
          period  of not more  than ten  business  days in New York  ending on a
          business day in New York on or before the Termination Date; and

     (d)  the account to which the proceeds of the proposed  Swing-Line  Advance
          are to be paid.

7.3 CONDITIONS OF UTILISATION If the Borrower  requests a Swing-Line  Advance in
accordance  with the preceding  provisions of this Clause 7 and, on the proposed
date for the making of such Swing-Line Advance:

     (a)  the  Dollar  Amount of such  Swing-Line  Advance  does not  exceed the
          Available Swing-Line Facility; and

     (b)  either:

          (i)  no Event of Default or  Potential  Event of Default has  occurred
               and is  continuing  or  would  result  from  the  making  of such
               Swing-Line Advance; and

         (ii)  the  representations  set out in  Clause 23  (Representation  and
               Warranties)  which are to be repeated  pursuant  to the  relevant
               Utilisation  Request are true on and as of the proposed  date for
               the making of such  Swing-Line  Advance and would  continue to be
               true immediately  following the making of the relevant Swing-Line
               Advance and the  application  of the proceeds  thereof in meeting
               the  purpose  of the  making of such  Swing-Line  Advance  (as if
               references   therein  to  Original   Financial   Statements  were
               references  to the most  recent set of annual  audited  financial
               statements  delivered  by each  Borrower  to the  Facility  Agent
               pursuant to Clause 24 (Undertakings))

     or  each  of  the  Swing-Line  Banks  agrees  (notwithstanding  any  matter
     mentioned  at (i) or (ii)  above)  to  participate  in the  making  of such
     Swing-Line Advance,

then:

     (1)  the Swing-Line Agent shall, no later than 1.00 p.m. (New York Time) on
          the proposed  Utilisation Date, notify each Swing-Line Bank by telefax
          or by  telephone  (with  confirmation  to  follow by  telefax)  at its
          Facility  Office  specified for the purpose of Swing-Line  Advances of
          the amount of such Swing-Line  Advance,  the amount of such Swing-Line
          Bank's participation  therein and the period for which such Swing-Line
          Advance is to be made;

     (2)  each Swing-Line Bank shall, no later than 2.00 p.m. (New York Time) on
          such  proposed  Utilisation  Date make its portion of such  Swing-Line
          Advance available to the Swing-Line  Agent, in dollars,  in accordance
          with Clause 29 (Payments); and

     (3)  the Swing-Line Agent shall, no later than 4.00 p.m. (New York Time) on
          such proposed Utilisation Date, make such Swing-Line Advance available
          to the relevant  Borrower in accordance  with but subject to Clause 29
          (Payments).

7.4 FACILITY  OFFICE Each  Swing-Line  Bank will  participate in each Swing-Line
Advance made pursuant to this Clause 7 through its Facility Office specified for
the purpose of Swing-Line Advances in its Relevant Amount.

7.5  REDUCTION OF  COMMITMENT  If a Bank's  Swing-Line  Commitment is reduced in
accordance  with the terms  hereof  after the  Swing-Line  Agent has  received a
request for a Swing-Line  Advance,  then the amount of that  Swing-Line  Advance
shall be reduced accordingly.

                                     PART 6
                UTILISATIONS OF THE SHORT-TERM ADVANCES FACILITY

8. REQUEST FOR OFFERS

8.1 MAKING REQUESTS FOR OFFERS Save as otherwise provided herein,  Ahold USA may
from time to time request offers by tender for the making of Short-Term Advances
under  the  Short-Term  Advances  Facility  by the  delivery  to the  Short-Term
Advances Agent by telex, not earlier than the eighth business day nor later than
five (or if the interest  rates relating to such  Short-Term  Advances are to be
expressed on the Absolute  Basis 9.30 a.m.  (New York Time) two)  business  days
before the proposed  Utilisation Date relating to such Short-Term  Advance, of a
duly completed Utilisation Request therefor.

8.2  REQUEST  DETAILS  Each  Utilisation  Request  delivered  to the  Short-Term
Advances  Agent  pursuant to Clause 8.1 (Making  Requests  for Offers)  shall be
irrevocable and shall specify:

     (a)  the proposed  Utilisation  Date, which shall be a business day falling
          five  business  days or more after the previous  Utilisation  Date, if
          any, relating to Short-Term  Advances and one month or more before the
          Termination Date;

     (b)  whether or not the interest rate  relating to the relevant  Short-Term
          Advances is to be determined by reference to LIBOR or expressed on the
          Absolute Basis;

     (c)  the aggregate  amount of the  Short-Term  Advances in respect of which
          offers  are  requested,  which  shall be an  amount  of not less  than
          $10,000,000  and an  integral  multiple of  $5,000,000  and the Dollar
          Amount of which is less than the Available Facility;

     (d)  the proposed Term of the proposed Short-Term Advances which shall be a
          period of one, two, three,  six or twelve months (if the interest rate
          relating to such Short-Term  Advances is to be determined by reference
          to LIBOR) or not less than  seven  days or more than one  hundred  and
          eighty days (if the interest rate relating to such Short-Term Advances
          is to be expressed on the Absolute Basis) and, in each case, ending on
          a business day falling on or before the Termination Date.

8.3  NOTIFICATION OF BANKS The Short-Term  Advances Agent shall,  promptly after
receipt by it of a Utilisation  Request and in any event no later than 2.00 p.m.
(New  York  Time) on the  fourth  business  day (or,  in the case of  Short-Term
Advances the interest  rate relating to which is to be expressed on the Absolute
Basis 2.00 p.m. (New York Time) on the second  business day) before the proposed
Utilisation Date relating  thereto,  notify the Banks by telex of its receipt of
such Utilisation Request specifying:

     (a)  the proposed Utilisation Date;

     (b)  the Requested Amount and Term of the proposed Short-Term Advances; and

     (c)  whether or not the interest rate  relating to the relevant  Short-Term
          Advances is to be determined by reference to LIBOR or expressed on the
          Absolute Basis;

and  inviting  each  Bank  to make an  offer  or  offers  to make  the  proposed
Short-Term Advances.

9. OFFERS FOR SHORT-TERM ADVANCES

9.1  OFFERS  BY BANKS  Each  Bank may (but is not  obliged  to) make an offer or
offers (not  exceeding  three) to make any proposed  Short-Term  Advances by the
delivery to the  Short-Term  Advances  Agent by telex,  no later than 11.00 a.m.
(New  York  Time)  on the  third  business  day (or,  in the case of  Short-Term
Advances the interest rate relating to which is to be determined by reference to
the Absolute  Basis,  9.30 a.m.  (New York Time) on the business day) before the
proposed  Utilisation  Date relating to such  Short-Term  Advances,  of a notice
bearing  such  Bank's  name,  and  the  reference  "Ahold  USA  Holdings,  Inc -
Short-Term Advances" and specifying:

     (a)  the  Utilisation  Request  in  relation  to which  the offer or offers
          therein contained are made; and

     (b)  in  relation  to  each  offer  therein  contained  the  amount  of the
          Short-Term  Advance which such Bank offers to make, which shall be not
          less than $5,000,000 and an integral multiple of $1,000,000; and

     (c)  if the interest rate in relation to such Short-Term  Advances is to be
          determined by reference to LIBOR, the margin (positive or negative and
          expressed as a percentage  rounded up, if  necessary,  to four decimal
          places)  over or under  LIBOR or if the  interest  rate in relation to
          such  Short-Term  Advances  is to be  expressed  by  reference  to the
          Absolute  Basis,  the rate of interest per annum  expressed as a fixed
          annual  percentage  yield (rounded up, if necessary,  and specified in
          increments  of  1/10,000  of one per  cent.)  offered  for  each  such
          Short-Term Advance.

9.2 SEPARATE  OFFERS Each offer made by a Bank pursuant to Clause 9.1 (Offers by
Banks) shall be treated as a separate offer for the purposes hereof and shall be
irrevocable  and capable of acceptance by Ahold USA in accordance with the terms
hereof.

9.3  NOTIFICATION  TO AHOLD USA The Short-Term  Advances Agent shall, as soon as
practicable  and in any event no later than  12.30  p.m.  (New York Time) on the
third  business day (or, in the case of  Short-Term  Advances the interest  rate
relating to which is to be expressed on the Absolute Basis, 10.15 a.m. (New York
Time) on the  business  day)  preceding  the proposed  Utilisation  Date for any
Short-Term  Advances,  notify Ahold USA by telex or telephone of the offers made
pursuant  to the  Utilisation  Request  relating  to  such  Short-Term  Advances
specifying, in respect of each offer:

     (a)  the name of the Bank making such offer;

     (b)  the amount of the Short-Term Advance offered; and

     (c)  the  relevant  margin  quote (in the case of  Short-Term  Advances the
          interest  rate  relating to which is to be  determined by reference to
          LIBOR) or fixed  annual  percentage  yield (in the case of  Short-Term
          Advances the interest rate in relation to which is to be determined by
          reference to the Absolute Basis).

10. OFFERS BY THE SHORT-TERM ADVANCES AGENT OR ITS AFFILIATES

Notwithstanding the provisions of Clause 9 (Offers for Short-Term Advances), any
Bank which is, or is an affiliate  of, the  Short-Term  Advances  Agent may only
make an  offer  or  offers  to  make  Short-Term  Advances  in  response  to any
Utilisation  Request by  notifying  its offer or offers to Ahold USA making such
request by telex no later than 10.00 a.m. (New York Time) on the third  business
day (or, in the case of Short-Term  Advances the interest rate relating to which
is to be  expressed  on the  Absolute  Basis,  9.00 a.m.  (New York Time) on the
business  day)  prior to the  proposed  Utilisation  Date  for  such  Short-Term
Advances  and any  offer by such a Bank  which is not so  notified  to Ahold USA
shall be invalid and shall not be capable of acceptance by Ahold USA.

11. ACCEPTANCE OF OFFERS

11.1  NOTIFICATION  BY AHOLD USA OF ACCEPTANCES  Ahold USA shall,  no later than
1.30  p.m.  (New  York  Time) on the  third  business  day  (or,  in the case of
Short-Term  Advances the interest  rate relating to which is to be determined by
reference to the Absolute Basis, 11.30 a.m. (New York Time) on the business day)
prior to the Utilisation Date relating to such Short-Term  Advances,  notify the
Short-Term  Advances  Agent by telex or  telephone  whether  or not it wishes to
accept,  in  whole or in part,  the  offers  made in  response  to the  relevant
Utilisation  Request and, if so, the aggregate amount of the Short-Term Advances
the offers in respect of which it wishes to accept, which shall be:

     (a)  not less than  $10,000,000 and an integral  multiple of $5,000,000 and
          which shall be: -

          (i)  not more than the Requested  Amount specified in such Utilisation
               Request; and

          (ii) the  Dollar  Amount  of which  shall  not  exceed  the  Available
               Facility.

11.2  ACCEPTED  OFFERS  Each  acceptance  by Ahold USA  pursuant  to Clause 11.1
(Notification  by Ahold USA of  Acceptances) of the offers made in response to a
Utilisation  Request  shall  be  treated  as an  acceptance  of such  offers  in
ascending order of the yields (in the case of offers made by reference to LIBOR,
calculated  in  accordance  with  Clause 9.1 (Offers by Bank)) at which the same
were made but if, as a result thereof, two or more offers at the same yield fall
to be partially accepted, then the amounts of the Short-Term Advances in respect
of which such offers are  accepted  shall be treated as being the amounts  which
bear the  same  proportion  to one  another  as the  respective  amounts  of the
Short-Term Advances so offered bear to one another but, in each case, rounded as
the Short-Term  Advances Agent may consider  necessary to ensure that the amount
of each  Short-Term  Advance  is an amount of not less  than  $5,000,000  and an
integral multiple of $1,000,000.

11.3  NOTIFICATION  TO BANKS OF ACCEPTED  OFFERS The  Short-Term  Advances Agent
shall, no later than 3.00 p.m. (New York Time) on the third business day (or, in
the case of  Short-Term  Advances  the  interest  rate in  relation  to which is
expressed on the Absolute  Basis 3.00 p.m.  (New York Time) on the business day)
prior to the  Utilisation  Date  relating to the relevant  Short-Term  Advances,
notify  by  telex  each  Bank  which  has  made an  offer  in  response  to such
Utilisation  Request  whether or not such offer has been accepted in whole or in
part and, if so, the amount of the  Short-Term  Advance in respect of which such
offer has been accepted and the yield relating thereto.

12. MAKING OF SHORT-TERM ADVANCES

     If the  Short-Term  Advances  Agent  notifies any Bank in  accordance  with
Clause  11.3   (Notification  to  Banks  of  Accepted  Offers)  of  Ahold  USA's
acceptance,  in  whole  or in  part,  of any  offer  by such  Bank  to make  any
Short-Term  Advance  and on the  proposed  Utilisation  Date  relating  to  such
Short-Term Advance:

          (i)  if the interest rate in respect of such Short-Term  Advance is to
               be  determined  by  reference  to LIBOR,  neither  of the  events
               mentioned in Clause 22 (Market Disruption) shall have occurred;

         (ii)  the Dollar Amount of such Short-Term  Advance does not exceed the
               Available Facility; and

        (iii)  either:

               (a)  no Event of  Default  or  Potential  Event  of  Default  has
                    occurred and is  continuing  or would result from the making
                    of such Short-Term Advance; and

               (b)  the  representations  set out in Clause 23  (Representations
                    and  Warranties)  which are to be  repeated  pursuant to the
                    relevant  Utilisation  Request  are  true  on  and as of the
                    proposed date for the making of such Short-Term  Advance and
                    would continue to be true  immediately  following the making
                    of the relevant  Short-Term  Advance and the  application of
                    the  proceeds  of  thereof in  meeting  the  purpose of such
                    Short-Term  Advance  (as if  references  therein to Original
                    Financial  Statements were references to the most recent set
                    of annual  audited  financial  statements  delivered by each
                    Borrower  to  the  Facility  Agent  pursuant  to  Clause  24
                    (Undertakings)),

               or  the  respective  Bank  agrees   (notwithstanding  any  matter
               mentioned in (a) and (b) above) to  participate  in the making of
               such Short-Term  Advance,  then, on such  Utilisation  Date, such
               Bank shall make such  Short-Term  Advance  through  its  Facility
               Office to Ahold USA in accordance with Clause 29 (Payments).

                                     PART 7
                                    INTEREST

13. INTEREST ON REVOLVING CREDIT ADVANCES

13.1 RATE OF INTEREST  The rate of  interest  applicable  to a Revolving  Credit
Advance during the Term of such  Revolving  Credit Advance shall be the rate per
annum  determined by the Facility  Agent to be the sum of LIBOR relating to such
Revolving Credit Advance and the Margin at such time.

13.2 NOTIFICATION The Facility Agent shall promptly notify the relevant Borrower
and each Bank of each determination made by it pursuant to this Clause 13.

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

14. INTEREST ON SWING-LINE ADVANCES

14.1 RATE OF INTEREST The rate of interest applicable to a Swing-Line Advance on
each day (a "relevant day") during the Term of such Swing-Line  Advance shall be
the rate per annum determined by the Swing-Line Agent as at 11.00 a.m. (New York
Time) on the relevant day to be the greater of:

     (i)  the Prime Rate for such relevant day; and

    (ii)  the sum of the  Federal  Funds  Rate  for  such  relevant  day and the
          Swing-Line Margin at such time.

14.2  NOTIFICATION  The  Swing-Line  Agent shall  promptly  notify the  relevant
Borrower and each Swing-Line Bank of each  determination  made by it pursuant to
Clause 14.1 (Rate of Interest).

14.3  PAYMENT OF  INTEREST On the  Repayment  Date  relating to each  Swing-Line
Advance the  relevant  Borrower  shall pay accrued  interest on that  Swing-Line
Advance.

15. INTEREST ON SHORT-TERM ADVANCES

15.1 RATE OF INTEREST The rate of interest  applicable  to a Short-Term  Advance
during the Term of such Short-Term Advance shall be:

     (i)  (if the interest  rate  relating to such  Short-Term  Advance is to be
          determined by reference to LIBOR) the rate per annum determined by the
          Facility  Agent to be the sum of  LIBOR  relating  to such  Short-Term
          Advance  and the margin at which such  Short-Term  Advance was offered
          or, if such margin was negative,  the  difference  between such margin
          (taking such margin as a positive  number for such  purpose) and LIBOR
          relating to such Short-Term Advance; or

     (ii) (if the interest rate relating to such Short-Term Advance is expressed
          on the Absolute Basis) the fixed annual percentage yield at which such
          Short-Term Advance was offered.

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

                                     PART 8
                           REPAYMENT AND CANCELLATION

16. REPAYMENT OF ADVANCES

16.1  REPAYMENT Each Borrower shall repay each Advance made to it in full on the
Repayment Date relating thereto.

16.2 PREPAYMENT A Borrower may, subject to Clause 27.5 (Broken  Periods),  if it
gives to the Facility  Agent not less than fifteen days' prior written notice to
that effect,  prepay the whole of any Advance. Any notice of prepayment shall be
irrevocable, shall specify the date upon which such prepayment is to be made and
the  amount of such  prepayment  and shall  oblige  such  Borrower  to make such
prepayment on such date.

16.3 MANDATORY PAYMENT If any Bank claims  indemnification from a Borrower under
Clause  18  (Taxes)  or Clause 20  (Increased  Costs)  and  within  thirty  days
thereafter  the Facility  Agent  receives  from such Borrower at least ten days'
prior written notice (which shall be irrevocable)  of such Borrower's  intention
to repay such Bank's share of any Advance, the Borrower shall, subject to Clause
27.5 (Broken Periods), repay such Bank's portion of such Advance.

16.4 REDUCTION OF COMMITMENTS A Bank for whose account a repayment is to be made
under  Clause  16.3  (Mandatory  Repayment)  shall  not be  obliged  to make any
Advances hereunder on or after the date upon which the Facility Agent receives a
Borrower's notice of its intention to repay such Bank's share of any Advance, on
which date such Bank's Available Commitment (and hence its Swing-Line Commitment
and Letter of Credit Commitment) shall be reduced to zero.

16.5 REPAYMENT  METHOD None of the Borrowers  shall repay all or any part of any
Advance  outstanding  hereunder  except at the times and in the manner expressly
provided herein but shall,  save as provided herein, be entitled to reborrow any
amount repaid.

17. CANCELLATION

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

17.2 IRREVOCABLE  INSTRUCTION Any notice of cancellation  given by the Principal
Company  pursuant to Clause 17.1  (Cancellation)  shall be irrevocable and shall
specify  the date upon which such  cancellation  is to be made and the amount of
such cancellation.

17.3 NOTICE The Facility  Agent shall  promptly  notify each of the other Agents
and the Banks of any notice of  cancellation  received  by it from the  Borrower
pursuant to Clause 17.1 (Cancellation).

17.4  CANCELLATION  OF  COMMITMENT If any Bank claims  indemnification  from the
Principal  Company under Clause 18 (Taxes) or Clause 20 (Increased  Costs),  the
Principal  Company may,  whilst the relevant  circumstances  continue and by not
less than ten days' prior  written  notice to the Facility  Agent (which  notice
shall be irrevocable),  cancel such Bank's Commitment  whereupon such Bank shall
cease to be  obliged  to make  Advances  and its  Commitment  (and  thereby  its
Swing-Line  Commitment  and its  Letter of Credit  Commitment,  if any) shall be
reduced to zero.

                                     PART 9
                                 RISK ALLOCATION

18. TAXES

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

18.2 TAX  INDEMNITY  Without  prejudice  to the  provisions  of Clause 18.1 (Tax
Gross-Up),  if any  person  or an Agent on its  behalf is  required  to make any
payment  on  account of tax or  otherwise  (not  being a tax  imposed on the net
income of any Facility Office by the jurisdiction in which it is incorporated or
in which such Facility  Office is located) on or in relation to any sum received
or  receivable  hereunder  by such person or an Agent on its behalf  (including,
without limitation,  any sum received or receivable under this Clause 18) or any
liability  in  respect  of any such  payment  is  asserted,  imposed,  levied or
assessed  against such person or an Agent on its behalf,  the Principal  Company
shall, upon demand of the relevant Agent, promptly indemnify such person against
such payment or liability,  together  with any interest,  penalties and expenses
payable or incurred in connection therewith.

18.3  CLAIMS  BY  BANKS  Any  person  intending  to make a  demand  pursuant  to
Clause 18.2  (Tax  Indemnity)  shall notify the Principal  Company  (through the
Facility  Agent in the  case of a Bank) in  reasonable  detail  of the  event by
reason of which it is entitled  to do so  Provided  that  nothing  herein  shall
require such person to disclose  any  confidential  information  relating to the
organisation of its affairs.

18.4 U.S.  WITHHOLDING TAXES Each Bank and Agent that is not incorporated  under
the laws of the United  States of America or a state thereof which is or will be
a lender to Ahold USA agrees that it will  deliver to Ahold USA and the Facility
Agent two duly completed  copies of United States Internal  Revenue Service Form
1001 or 4224 or successor  applicable  form,  as the case may be. Each such Bank
and Agent also agrees to deliver to Ahold USA and the Facility Agent two further
copies of said Form 1001 or 4224 or successor  applicable  forms or other manner
of  certification,  as the case may be, on or before the date that any such form
expires or becomes  obsolete or after the  occurrence  of any event  requiring a
change in the most recent form  previously  delivered by it to Ahold USA and the
Facility  Agent and such  extensions  or renewals  thereof as may  reasonably be
requested by Ahold USA or the Facility  Agent,  unless in any such case an event
(including,  without  limitation,  any change in treaty,  law or regulation) has
occurred  prior to the  date on  which  any such  delivery  would  otherwise  be
required which renders all such forms  inapplicable  or which would prevent such
Bank or Agent from duly  completing and delivering any such form with respect to
it and such Bank or Agent so advises Ahold USA and (in the case of any Bank) the
Facility  Agent.  Each such Bank and Agent shall  certify that it is entitled to
receive  payments  from  Ahold USA under this  Agreement  without  deduction  or
withholding of any United States federal income taxes.

19. TAX RECEIPTS

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

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

20. INCREASED COSTS

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

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

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

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

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

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

20.2  INCREASED  COST  CLAIMS  A Bank  intending  to  make a claim  pursuant  to
Clause 20.1  (Increased  Costs) shall notify the  Facility  Agent in  reasonable
detail of the event by reason of which it is  entitled to do so,  whereupon  the
Facility Agent shall notify the Principal  Company thereof Provided that nothing
herein shall require such Bank to disclose any confidential information relating
to the organisation of its affairs.

20.3  EXCLUSION OF SWING-LINE For the purposes of this Clause 20 "Bank" does not
include any Bank in its capacity as a Swing-Line  Bank and  "Advances"  does not
include Swing-Line Advances.

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

     (a)  such Bank shall not  thereafter  be obliged to make any Advances or to
          participate  in the issue of any  Letters of Credit or the  Swing-Line
          Facility and the amount of its Commitment shall be immediately reduced
          to zero; and

     (b)  if the  Facility  Agent  on  behalf  of  such  Bank so  requires,  the
          Principal   Company  shall  procure  that  the  relevant  Borrower  or
          Borrowers  shall  on  such  date  as the  Facility  Agent  shall  have
          specified:

          (i)  repay each  outstanding  Advance  together with accrued  interest
               thereon and all other amounts owing to such Bank; and/or

         (ii)  procure that such Bank's  obligations under any Letters of Credit
               will be  reduced  to zero or  otherwise  secured  with  100% cash
               security  (in the  currency  in which  such  Letter  of Credit is
               denominated) in a manner acceptable to such Bank.

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

21. MITIGATION

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

     (a)  the reduction of its Commitment (and thereby its Swing-Line Commitment
          and its  Letter  of Credit  Commitment,  if any) to zero  pursuant  to
          Clause 20.4(a) (Illegality);

     (b)  an  increase  in the amount of any payment to be made to it or for its
          account pursuant to Clause 18.1 (Tax Gross-Up); or

     (c)  a claim for indemnification pursuant to Clause 18.2 (Tax Indemnity) or
          Clause 20.1 (Increased Costs),

then, without in any way limiting,  reducing or otherwise  qualifying the rights
of  such  Bank or the  obligations  of any  Borrower  under  any of the  Clauses
referred to in (a),  (b) or (c)  above such Bank shall  promptly  upon  becoming
aware of the same notify the Facility  Agent thereof and, in  consultation  with
the Facility  Agent and the Borrower and to the extent that it can do so without
prejudice to its own position,  take reasonable steps to mitigate the effects of
such  circumstances  including the transfer of its Facility Office Provided that
such  Bank  shall be under no  obligation  to take any such  action  if,  in the
opinion of such Bank, to do so might have any material  adverse  effect upon its
business, operations or financial condition.

22. MARKET DISRUPTION

If, in  relation  to any  Revolving  Credit  Advance or  Short-Term  Advance the
interest rate in relation to which is to be determined by reference to LIBOR:

     (a)  the Facility Agent determines that at 11.00 a.m. on the Quotation Date
          for such Revolving  Credit Advance or Short-Term  Advance (i) there is
          no  screen  rate  quote  for  LIBOR  and (ii)  none or only one of the
          Reference  Banks was  offering to prime banks in the London  Interbank
          Market  deposits in the currency  requested for such Revolving  Credit
          Advance or  Short-Term  Advance for the proposed  duration of the Term
          thereof; or

     (b)  before the close of business in London on the Quotation  Date for such
          Term the Facility Agent has been notified by a Bank or each of a group
          of Banks to whom in  aggregate  thirty-five  per cent.  or more of the
          Dollar Amount of the  Outstandings  is (or, if such  Revolving  Credit
          Advance or Short-Term  Advance were then made, would be) owed that the
          rate at which such deposits were being so offered does not  accurately
          reflect the cost to it of obtaining such deposits,

then,  notwithstanding the provisions of Clause 13 (Interest on Revolving Credit
Advances) or 15 (Interest on Short-Term Advances):

          (i)  the Facility  Agent shall notify the other parties hereto of such
               event;

         (ii)  such Revolving Credit Advance or Short-Term  Advance shall not be
               made; and 

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

                                     PART 10
         REPRESENTATIONS, WARRANTIES, UNDERTAKINGS AND EVENTS OF DEFAULT

23. REPRESENTATIONS AND WARRANTIES

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

    (i)   (in the case of the  Principal  Company) it is a public  company  with
          limited  liability  ("naamloze  vennootschap")  duly  incorporated and
          validly  existing under the laws of The  Netherlands,  (in the case of
          Ahold USA) it is a  corporation  duly  organised  and in good standing
          under  the laws of the  State of  Delaware  and the  United  States of
          America  and  (in  the  case  of  any  Additional  Borrower)  it  is a
          corporation  duly organised and in good standing under the laws of its
          jurisdiction of  incorporation  and has the corporate power to own its
          property  and assets and to carry on its  business  as it is now being
          conducted;

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

  (iii)   each of the Finance  Documents  to which it is expressed to be a party
          constitutes  and will at all times  constitute  its  legal,  valid and
          binding obligations, enforceable in accordance with its terms;

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

    (v)   its Original Financial  Statements (copies of which have been provided
          to each of the Banks) were  prepared  in  accordance  with  accounting
          principles  generally  accepted in The Netherlands (in the case of the
          Principal  Company)  and its  jurisdiction  of  incorporation  and The
          Netherlands  (in  the  case of any  Additional  Borrower)  and  fairly
          present its condition and (in the case of the Principal  Company) that
          of the  Group,  at such date and its  results  and (in the case of the
          Principal  Company) the results of the Group for such year;  there has
          been no material  adverse  change in its financial  position or in the
          financial  position of the Group or in the financial position of Ahold
          USA and its  subsidiaries,  taken as a whole,  since  that date  which
          might  have a  material  adverse  effect on any  Obligor's  ability to
          perform its obligations under any of the Finance Documents to which it
          is expressed to be a party, and such accounts included all significant
          liabilities (including contingent liabilities);

   (vi)   since  the  date on  which  its  Original  Financial  Statements  were
          prepared there has been no material  adverse change in its (or, in the
          case of the Principal Company,  the Group's,  or, in the case of Ahold
          USA, Ahold USA and its subsidiaries) financial or trading condition or
          prospects which could have a material adverse effect on its ability to
          perform or comply with its obligations under this Agreement;

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

 (viii)   its execution,  delivery and  performance of the Finance  Documents to
          which it is expressed to be a party and the  borrowing of Advances and
          the  undertaking of obligations in respect of Letters of Credit do not
          and  will  not  violate  in any  respect  any  provisions  of (i)  any
          applicable law or judgement of The  Netherlands,  its  jurisdiction of
          incorporation or any other relevant jurisdiction, or (ii) any mortgage
          contract  other  undertaking  or  instrument to which it is a party or
          which is  binding  upon it or any of its  assets and does not and will
          not result in the creation or imposition of any  encumbrance on any of
          its assets  pursuant to the provisions of any such mortgage,  contract
          or other undertaking or instrument;

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

    (x)   all acts,  conditions  and things  required to be done,  fulfilled and
          performed  in order (a) to enable it lawfully to enter into,  exercise
          its rights under and perform and comply with the obligations expressed
          to be assumed by it in the Finance  Documents to which it is expressed
          to be  party,  (b) to  ensure  that the  obligations  expressed  to be
          assumed by it in the Finance  Documents to which it is expressed to be
          party  are  legal,  valid  and  binding  and (c) to make  the  Finance
          Documents to which it is expressed to be party  admissible in evidence
          in its  jurisdiction of  incorporation  have been done,  fulfilled and
          performed;

   (xi)   no  member  of the  Group is in  breach  of or in  default  under  any
          agreement in respect of borrowed money which exceeds  $25,000,000  (or
          its equivalent)  (save, in respect of any guarantees,  where liability
          under such  guarantee  is being  contested  by an Obligor or  Material
          Subsidiary  in good  faith) to which it is a party or which is binding
          on it or any of its assets;

  (xii)   all of the  written  information  supplied  by it to the  Agents,  the
          Arrangers and the Banks in connection  herewith is true,  complete and
          accurate in all material  respects and it is not aware of any material
          facts or circumstances that have not been disclosed to the Agents, the
          Arrangers  and the Banks  and which  might,  if  disclosed,  adversely
          affect the decision of a person considering  whether or not to provide
          finance to it;

 (xiii)   neither it nor (in the case of the  Principal  Company  and Ahold USA)
          any of its  subsidiaries  has taken any corporate  action nor have any
          other steps been taken or legal  proceedings  been  started or (to the
          best of its  knowledge  and belief)  threatened  against it or (in the
          case of the Principal  Company and Ahold USA) any of its  subsidiaries
          for its winding-up, dissolution,  administration or re-organisation or
          for  the  appointment  of a  receiver,  administrator,  administrative
          receiver,  trustee  or  similar  officer of it or of any or all of its
          assets or revenues;

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

   (xv)   it owns and has good and marketable title to all of its property;

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

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

(xviii)   the aggregate  liabilities  of  each Obligor and the ERISA  Affiliates
          to all  Multiemployer  Plans  in the  event of a  complete  withdrawal
          therefrom, as of the close of the most recent fiscal year of each such
          Multiemployer  Plan ended prior to the date  hereof,  would not have a
          material adverse effect upon the financial  condition of such Obligor;
          each Employee  Plan is in compliance in all material  respects in form
          and  operation  with  ERISA and the Code;  except as  disclosed,  each
          Employee Plan which is intended to be qualified  under Section  401(a)
          of the Code has been  determined  by the IRS to be so  qualified as to
          form, and, to the knowledge of any Obligor, nothing has occurred since
          the  date of such  determination  that  would  adversely  affect  such
          determination;  the fair market  value of the assets of each  Employee
          Plan  subject  to Title IV of ERISA is at least  equal to the  present
          value of the  "benefit  liabilities"  (within  the  meaning of Section
          4001(a)(16)  of ERISA) under such Employee Plan  determined  using the
          actuarial  assumptions and method used by the actuary to such Employee
          Plan in its most recent  valuation of such Employee Plan; there are no
          actions,  suits  or  claims  pending  against  or with  respect  to an
          Employee  Plan (other than routine  claims for  benefits)  which would
          cause the Obligor to incur a material liability or to the knowledge of
          any Obligor, which could reasonably be expected to be asserted against
          or with respect to any Employee  Plan which would cause the Obligor to
          incur a  material  liability;  each  of the  Obligors  and  the  ERISA
          Affiliates has made all material  contributions  to or under each such
          Employee Plan, or any contract or agreement requiring  contribution to
          an Employee  Plan;  none of the  Obligors or any ERISA  Affiliate  has
          ceased  operations  at a  facility  so as to  become  subject  to  the
          provisions  of Section  4062(e) of ERISA,  withdrawn as a  substantial
          employer so as to become  subject to the provisions of Section 4063 of
          ERISA or ceased  making  contributions  to any Plan subject to Section
          4064(a) of ERISA to which it made contributions each in a manner which
          would cause such  Obligor to incur a material  liability;  and none of
          the  Obligors  nor  any  of  the  ERISA  Affiliates  has  incurred  or
          reasonably  expects to incur any material liability to PBGC other than
          for premiums under Section 4007 of ERISA;

  (xix)   The  borrowings  made  hereunder  will not  violate  or give rise to a
          violation of  Regulation U or  Regulation X. No member of the Group or
          any agent  acting on their  behalf  has taken or will take any  action
          which  would  cause  this   Agreement  or  any  of  the  documents  or
          instruments  delivered pursuant hereto, any borrowing hereunder or use
          of  proceeds  thereof  to  violate  any  regulation  of the  Board  of
          Governors  of the Federal  Reserve  System of the United  States or to
          violate the US  Securities  Exchange Act of 1934 or any  applicable US
          federal or state securities laws; and

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

24. UNDERTAKINGS

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

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

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

     (c)  it will forthwith upon a request to that effect,  provide the Facility
          Agent with such additional financial  information or other information
          as the Facility  Agent or any Bank through the Facility Agent may from
          time  to  time  reasonably  require  (including,  without  limitation,
          information that the Facility Agent or any Bank may reasonably require
          in order to  determine  the ratios  referred  to in Clause  24(vii) in
          respect of any financial period) and upon receipt of a written request
          to that effect from the Facility Agent,  confirm to the Facility Agent
          that, save as previously notified to the Facility Agent or as notified
          in such  confirmation,  no  Event of  Default  or  Potential  Event of
          Default has occurred;

     (d)  it will  annually as soon as possible  after the end of its  financial
          year (but in no event later than 90 days after the end of the relevant
          financial  year) furnish the Facility  Agent with a certificate to the
          effect that the  representations  and  warranties set out in Clause 23
          (Representations  and Warranties)  hereof are true and accurate on and
          as of that time as if made at that time;

     (e)  without  prejudice to Clause 24(i)(b),  the Principal  Company will as
          soon as possible  after the end of each quarter of each financial year
          (but in no event  later  than 90 days  after  the end of the  relevant
          quarter  of  such  financial  year)  furnish  the  Facility  Agent  in
          sufficient  copies for the Banks with its interim report in respect of
          such   financial   quarter,   such  interim  report  to  contain  such
          information  as may be required to enable the  Facility  Agent and the
          Banks to calculate  the ratios  contained  in Clause  24(vii) as at or
          during the four quarter period ending on (as the case may be) the last
          day of the relevant  quarter of such  financial year and a duly signed
          certificate by one of its duly  authorised  officers  stating that the
          covenants set out in Clause 24(vii) were complied with during the four
          quarter period ending at the end of such quarter;

   (ii)   it will  promptly  give written  notice to the  Facility  Agent of any
          Event of  Default  and of any  Potential  Event of  Default  or of the
          occurrence  of any such event in  relation to a  subsidiary  as if the
          references   to  Borrower  in  Clause  25  (Events  of  Default)  were
          references  to a subsidiary  and if, in such latter  case,  such event
          could have a material adverse affect on the ability of any Borrower to
          perform  its  obligations  under  this  Agreement,  at the  same  time
          informing  the  Facility  Agent of any action  taken or proposed to be
          taken by such Borrower in connection therewith;

  (iii)   it will not without the Banks' prior written consent  create or permit
          to be  created  or to  subsist  and  will  ensure  that  none  of  its
          subsidiaries  will without the Banks' prior written  consent create or
          permit to be  created  or to subsist  any  encumbrance  on or over the
          whole or any part of its assets (present or future); Provided that (x)
          the  foregoing  shall not  prohibit any  encumbrances  upon any Margin
          Stock;  and (y) the Banks hereby consent to (i) encumbrances to secure
          indebtedness  for  borrowed  money to be created  or to  subsist  over
          assets and revenues not in excess of 15% of the total consolidated net
          assets of the Group  according to the audited  consolidated  financial
          statements of the Group most recently  delivered to the Facility Agent
          pursuant  to  Clause  24(i)(a),   and  (ii)  encumbrances  created  or
          consented  to by any  member  of the  Group  prior to the date of this
          Agreement  Provided  that  the  Principal  Company  has  notified  the
          Facility  Agent  in  writing  of such  encumbrances  providing  to the
          Facility Agent full details thereof, such notice to be received by the
          Facility Agent not later than the date hereof;

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

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

    (vi)  it  will  use  its  best   endeavours   to  obtain  and  maintain  all
          authorisations,  approvals,  consents,  licenses and exemptions and it
          will make all necessary  filings and  registrations as may be required
          under any  applicable  law or  regulation  to enable it to perform its
          obligations under each Finance Document,  or required for the validity
          or  enforceability  of each Finance  Document and will comply with the
          terms of the same; and

   (vii)  the  Principal  Company  will  ensure at all  times  the  consolidated
          financial  condition  of the  Group,  as  evidenced  by the  Principal
          Company's most recent audited annual consolidated financial statements
          (adjusted to take account of any changes in circumstances  which occur
          after the date as of which such audited annual consolidated  financial
          statements were prepared),  shall be such that  the ratio of operating
          earnings before income taxes plus Net Interest Expense to Net Interest
          Expense determined on a rolling four quarter average basis is not less
          than 3.00:1.00.

          The  expressions  used in this Clause  24(vii)  shall have the meaning
          attributed  thereto in the  consolidated  financial  statements of the
          Group  (which shall comply with Clause 24(i) and shall be construed in
          accordance  with  generally  accepted  accounting  principles  in  the
          Netherlands)  but so that "Net Interest  Expense" shall equal interest
          expense minus interest income.

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

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

    (ix)  it shall  ensure that each of its  subsidiaries  shall comply with all
          Environmental  Laws and Environmental  Permits applicable from time to
          time to all or any part of its business or assets;

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

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

   (xii)  if so required by the Facility Agent, without delay and at the cost of
          the  Principal  Company,  take all  reasonable  or necessary  steps to
          comply  with any such  notice or order  referred  to in Clause  24(xi)
          above and at the request of any Bank, without delay and at the cost of
          the Principal Company,  make or join with the Facility Agent in making
          such objection or objections or representations  against or in respect
          of any proposal for such a notice or order as the Facility Agent shall
          deem expedient; and

  (xiii)  nothing  contained in this Agreement shall restrict the ability of the
          Borrower  or  any  of  its  subsidiaries  from  selling,  pledging  or
          otherwise  disposing  of any assets  which,  at the time in  question,
          constitute  Margin Stock,  or cause or enable any one or more Banks to
          cause any or all of the  Advances or other  obligations  to become due
          and  payable  or to enable any one or more of the Banks to take any of
          the actions specified in Clause 25.1(a),  (b) or (c) below as a result
          of any such sale, pledge or disposition.

25. EVENTS OF DEFAULT

25.1 EVENTS OF DEFAULT If:

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

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

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

   (iv)   there shall have  occurred the  liquidation  of any of the Obligors or
          any Material  Subsidiary  or any order is made or  resolution,  law or
          regulation  passed or other action taken  (including the making of any
          application  to any court or other  relevant  authority) for or with a
          view to the  liquidation of any Obligor or any Material  Subsidiary or
          any Obligor or any  Material  Subsidiary  shall  otherwise  enter into
          liquidation; or

    (v)   any Obligor or any  Material  Subsidiary  petitions  or applies to any
          court,  tribunal or other body or authority for the appointment of, or
          there shall otherwise be appointed, any administrator,  bewindvoerder,
          receiver, liquidator, curator, sequestrator,  trustee or other similar
          officer of any  Obligor or any  Material  Subsidiary  or of all or any
          part of the assets of any Obligor or any Material Subsidiary; or

   (vi)   any  Obligor or any  Material  Subsidiary  applies  for a  (temporary)
          moratorium or suspension  of payments or for an  arrangement  with its
          creditors or for any proceedings or arrangement by which the assets of
          any Obligor or any Material Subsidiary are submitted to the control of
          its  creditors  or any Obligor or any  Material  Subsidiary  otherwise
          threatens,  proposes or declares  any  moratorium  on its debts or any
          class of its debts; or

  (vii)   any Obligor or any Material  Subsidiary becomes, or is declared by any
          competent  authority  to  be,  insolvent  or  admits  in  writing  its
          inability  to pay its debts as they fall due or is or becomes  subject
          to or applies for any bankruptcy  proceedings  or starts  negotiations
          with its creditors for a restructuring of its debt; or

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

   (ix)   any other  indebtedness of any Obligor or any Material  Subsidiary for
          or in respect of any borrowed  moneys which,  when aggregated with the
          amount of all other  borrowed  monies to which  this  Clause  25.1(ix)
          applies,  exceed  $25,000,000 (or its equivalent) (save, in respect of
          any guarantee, where liability under such guarantee is being contested
          by such Obligor or any Material  Subsidiary in good faith) is not paid
          when due for payment (or within any stated applicable period of grace)
          or is found not to have been so paid or  becomes  due and  payable  or
          capable of being  declared due and payable prior to its stated date of
          payment  or, if  payable on  demand,  shall not be paid when  demanded
          Provided that if such other  indebtedness  is held by any Bank (or any
          affiliate  thereof)  and was  declared to be due and payable or became
          capable of being  declared due and payable prior to its stated date of
          payment,  in any case, in circumstances  which would not have occurred
          but for a default  by either  of the  Borrowers  or one or more of its
          subsidiaries  in  complying  with  a  restriction   contained  in  the
          documentation  governing  such  indebtedness  on the  ability  of such
          Borrower or such  subsidiary to sell,  pledge or otherwise  dispose of
          Margin  Stock,  then neither such  declaration  (or any failure to pay
          based on any  such  declaration)  or such  becoming  capable  of being
          declared due and payable shall constitute a Potential Event of Default
          or Event of Default; or

    (x)   any Obligor or any Material  Subsidiary  defaults  under any mortgage,
          charge,  pledge,  lien or other encumbrance or other security interest
          upon the  whole  or any  part of the  assets  of such  Obligor  or any
          Material Subsidiary and the same accordingly becomes enforceable; or

   (xi)   all or any  Substantial  part  of the  assets  of any  Obligor  or any
          Material Subsidiary are attached or distrained upon or becomes subject
          to any  order  or  court  or  other  process  for  execution  and such
          attachment,  distraint,  order or  process  remains  in effect and not
          discharged for 30 days; or

  (xii)   any consent of the Dutch  authorities or the  authorities of any other
          relevant  jurisdiction  required for the validity,  enforceability  or
          legality of this Agreement or the performance  thereof ceases to be or
          is not for any  reason in full  force and  effect or such  performance
          becomes unlawful; or

 (xiii)   the whole or any part of the assets,  revenues or share capital of any
          Obligor  or  any  Material  Subsidiary  having  a  value  which,  when
          aggregated  with the value of all other  assets to which  this  Clause
          25.1(xiii)  applies,  equals or exceeds  15% of the  consolidated  net
          assets of the Principal  Company,  is  expropriated or nationalised by
          any government; or

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

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

  (xvi)   with respect to any Obligor or any ERISA Affiliate  thereof,  an ERISA
          Event  shall occur with  respect to an  Employee  Plan and there shall
          result from such ERISA Event a liability which, individually or in the
          aggregate,  has a material adverse effect upon the financial condition
          of such Obligor,

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

          (a)  declare the  Advances to be  immediately  due and payable (in the
               case of an Event of Default  specified in paragraphs  (i) - (xi),
               and (xiii) - (xv) above) or due and payable  within seven days of
               demand of the Facility  Agent (in any other case)  (whereupon the
               same  shall  become so payable  together  with  accrued  interest
               thereon and any other sums then owed by any Obligor hereunder) or
               declare  the  Advances  to be due and  payable  on  demand of the
               Facility Agent; and/or

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

          (c)  declare that the  Facilities  shall be  cancelled,  whereupon the
               same shall be cancelled and the  Commitment of each Bank shall be
               reduced to zero

(Provided,  however,  that  notwithstanding  the above,  if there shall occur an
Event of Default under Clause  25.1(xiv) or Clause 25.1(xv) then the obligations
of the Banks to lend hereunder shall automatically  terminate and any and all of
the Advances and other  obligations shall be immediately due and payable without
any action by the Facility Agent or any Bank).

25.2 FACILITIES DUE ON DEMAND If,  pursuant to Clause 25.1  (Events of Default),
the Facility  Agent declares the Advances to be due and payable on demand of the
Facility Agent,  then, and at any time thereafter,  the Facility Agent may (and,
if so  instructed  by an  Instructing  Group,  shall) by  written  notice to the
Borrowers  call for  repayment of the Advances on such date as it may specify in
such  notice  (whereupon  the same  shall  become  due and  payable on such date
together with, in the case of payments in respect of Advances,  accrued interest
thereon and any other sums then owed by the Obligors  hereunder) or withdraw its
declaration with effect from such date as it may specify in such notice.

                                     PART 11
                                    GUARANTEE

26. GUARANTEE AND INDEMNITY

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

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

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

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

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

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

26.7 OBLIGATIONS NOT DISCHARGED Neither the obligations of each Guarantor herein
contained  nor the  rights,  powers and  remedies  conferred  in respect of such
Guarantor  upon the Agents,  the  Arrangers and the Banks or any of them by this
Agreement or by law shall be discharged, impaired or otherwise affected by:

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

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

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

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

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

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

    (g)   any other act,  event or  omission  which,  but for this  Clause 26.7,
          might  operate to  discharge,  impair or  otherwise  affect any of the
          obligations  of such  Obligor  herein  contained or any of the rights,
          powers or remedies  conferred  upon the Agents,  the Arrangers and the
          Banks or any of them by this Agreement or by law.

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

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

    (a)   to make any demand of any other Obligor;

    (b)   to take any action or obtain  judgment in any court  against any other
          Obligor;

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

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

26.10 DEFERRAL OF BORROWERS' RIGHTS  Each Guarantor  agrees that, so long as any
amounts are or may be owed by any other Obligor  hereunder or any other Borrower
is under any actual or contingent  obligations  hereunder,  such Guarantor shall
not exercise  any rights which it may at any time have by reason of  performance
by it of its obligations hereunder:

    (a)   to be indemnified by any other Obligor; and/or

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

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

26.11 SUSPENSE ACCOUNTS All moneys received,  recovered or realised by a Bank by
virtue of Clause 26.1 (Guarantee:  Principal Company) or Clause 26.3 (Guarantee:
Ahold  USA)  or  Clause 26.2  (Indemnity:  Principal  Company)  or  Clause  26.4
(Indemnity)  may,  in that  Bank's  discretion,  be  credited  to a suspense  or
impersonal  account  and may be held in such  account  for so long as such  Bank
thinks fit  pending  the  application  from time to time (as such Bank may think
fit) of such moneys in or towards the payment and discharge of any amounts owing
by any of the Obligors to such Bank hereunder.

                                     PART 12
                         DEFAULT INTEREST AND INDEMNITY

27. DEFAULT INTEREST AND INDEMNITY

27.1 DEFAULT INTEREST PERIODS  If any sum due and payable by any of the Obligors
hereunder  (other than in relation to a  Swing-Line  Advance) is not paid on the
due date therefor in accordance  with the provisions of Clause 29  (Payments) or
if any sum due and  payable by any of the  Obligors  under any  judgment  of any
court in  connection  herewith  is not paid on the  date of such  judgment,  the
period  beginning  on such  due date  or,  as the case may be,  the date of such
judgment and ending on the date upon which the obligation of such Obligor to pay
such sum (the balance thereof for the time being unpaid being herein referred to
as an "unpaid sum") is discharged shall be divided into successive periods, each
of which  (other than the first)  shall  start on the last day of the  preceding
such  period  shall be of such  duration  (not  exceeding  three  months) as the
Facility Agent may select (except as otherwise provided in this Clause 27).

27.2 DEFAULT INTEREST  During each such period relating  thereto as is mentioned
in Clause 27.1  (Default  Interest  Periods) an unpaid sum referred to in Clause
27.1 shall  bear  interest  at the rate per annum  which is the sum from time to
time of two per cent., the Margin and LIBOR determined in respect of such unpaid
sum for such period Provided that:

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

    (b)   if such unpaid sum is all or part of a Revolving  Credit or Short-Term
          Advance  which became due and payable on a day other than the last day
          of the Term thereof, the first such period applicable thereto shall be
          of a duration equal to the unexpired portion of that Term and the rate
          of interest  applicable  thereto  from time to time during such period
          shall be that which exceeds by two per cent. the rate which would have
          been applicable to it had it not so fallen due.

27.3  SWING-LINE  DEFAULT  INTEREST If any sum due and  payable by the  Borrower
hereunder  in  respect  of a  Swing-Line  Advance  is not  paid on the due  date
therefor in accordance with the provisions of Clause 29 (Payments) or if any sum
due and payable by the Borrower  under any  judgment of any court in  connection
with any  Swing-Line  Advance  is not paid on the  date of such  judgment,  then
interest  shall  accrue  on such sum on each  day (a  "relevant  day")  from and
including  the due date thereof or the date of such judgment (as the case may be
) until  (but  excluding)  the date of  actual  payment  at a rate per annum (as
determined  by the  Swing-Line  Agent at 11.00 a.m. on each such  relevant  day)
equal to the sum of two per cent. and the greater of:

    (i)   the Prime Rate for such relevant day; and

   (ii)   the sum of the  Federal  Funds  Rate  for  such  relevant  day and the
          Swing-Line Margin.

27.4 PAYMENT OF DEFAULT  INTEREST Any  interest  which shall have accrued  under
Clause 27.2  (Default Interest) and Clause 27.3 (Swing-Line Default Interest) in
respect  of any sum shall be due and  payable  and shall be paid by the  Obligor
owing such sum at the end of the period by reference  to which it is  calculated
or on such  other  date or dates as the  Facility  Agent may  specify by written
notice to such Obligor.

27.5 BROKEN PERIODS If any Bank or the Facility Agent on its behalf  receives or
recovers all or any part of an Advance made by such Bank  otherwise  than on the
last day of the Term  thereof,  the Obligor to whom such  Advance was made shall
pay to the Facility  Agent on demand for account of such Bank an amount equal to
the amount (if any) by which (a) the  additional  interest which would have been
payable on the amount so received or recovered had it been received or recovered
on the last day of the Term thereof  exceeds (b) the amount of interest which in
the opinion of the Facility  Agent would have been payable to the Facility Agent
on the last day of the Term  thereof in respect of a deposit in the  currency of
the amount so received or recovered equal to the amount so received or recovered
placed by it with a prime  bank in  London  for a period  starting  on the third
business  day  following  the date of such receipt or recovery and ending on the
last day of the Term thereof.

27.6 THE  PRINCIPAL  COMPANY'S  INDEMNITY The  Principal  Company  undertakes to
indemnify:

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

    (b)   each Agent  against any loss it may suffer as a result of its entering
          into, or performing, any foreign exchange contract for the purposes of
          Part 13; and

    (c)   each Bank against any loss it may suffer as a result of its funding an
          Advance  requested by any of the  Borrowers  hereunder but not made by
          reason of the operation of any one or more of the provisions hereof.

27.7  UNPAID  SUMS AS  ADVANCES  Any unpaid sum shall (for the  purposes of this
Clause 27  and  Clause 20.1  (Increased  Costs)) be  treated  as an advance  and
accordingly  in this  Clause 27  and  Clause 20.1  (Increased  Costs)  the  term
"Advance"  includes  any unpaid sum and  "Term",  in  relation to an unpaid sum,
includes  each such  period  relating  thereto as is  mentioned  in  Clause 20.1
(Default Interest Periods).

                                     PART 13
                                    PAYMENTS

28. CURRENCY OF ACCOUNT AND PAYMENT

28.1  CURRENCY OF ACCOUNT The dollar is the  currency of account and payment for
each and every sum at any time due from any of the Obligors  hereunder  Provided
that:

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

    (b)   each  payment in  respect  of a Letter of Credit  shall be made in the
          currency in which such Letter of Credit is denominated;

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

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

    (e)   each payment  pursuant to Clause 18.2  (Tax  Indemnity) or Clause 20.1
          (Increased Costs) shall be made in the currency specified by the party
          claiming thereunder; and

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

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

29. PAYMENTS

29.1  PAYMENTS  TO THE AGENTS On each date on which this  Agreement  requires an
amount to be paid by any Obligor or any of the Banks hereunder, such Obligor or,
as the case may be,  such Bank shall  make the same  available  to the  Facility
Agent  or,  in the case of an amount  to be paid in an  Optional  Currency,  the
Multicurrency Facility Agent:

    (a)   where such amount is denominated in dollars, by payment in dollars and
          in same day funds (or in such other funds as may for the time being be
          customary  in New York  City for the  settlement  in New York  City of
          international banking transactions in dollars) to the Facility Agent s
          account  number  323510027  with The Chase  Manhattan  Bank, New York,
          N.Y.,  United States of America under account name Ahold USA Holdings,
          Inc. and ABA Number  021000021  (or such other  account or bank as the
          Facility Agent may have specified for this purpose); or

   ( b)   where such amount is denominated in an Optional  Currency,  by payment
          in  such  Optional  Currency  and  in  immediately  available,  freely
          transferable,  cleared  funds to such  account  with  such bank in the
          principal financial centre of the country of such Optional Currency as
          the  Multicurrency  Facility  Agent  shall  have  specified  for  this
          purpose.

Any  payment  received  by any Agent  from any  Obligor in  accordance  with the
foregoing  shall,  without  prejudice  to such  Agent's or any Bank's  rights to
reclaim or reassert  its rights to payment from the Obligors of any amount which
such Agent or such Bank is  required  to repay to the  Obligors  for any reason,
constitute  fulfilment  by the Obligors of its  obligation  to make such payment
hereunder.

29.2  ALTERNATIVE  PAYMENT  ARRANGEMENTS  If,  at  any  time,  it  shall  become
impracticable  (by reason of any  action of any  governmental  authority  or any
change in law, exchange control regulations or any similar event) for any or all
of the  Obligors  to make any  payments  hereunder  in the manner  specified  in
Clause 29.1  (Payments to the Agents),  then such Obligor may agree with each or
any of the Banks alternative arrangements for the payment direct to such Bank of
amounts due to such Bank  hereunder  Provided  that,  in the absence of any such
agreement with any Bank,  such Obligor shall be obliged to make all payments due
to such Bank in the manner specified  herein.  Upon reaching such agreement such
Obligor and such Bank shall immediately notify the appropriate Agent thereof and
shall thereafter  promptly notify such Agent of all payments made direct to such
Bank.

29.3  PAYMENTS BY THE AGENTS Save as  otherwise  provided  herein,  each payment
received by any Agent for the account of another person  pursuant to Clause 29.1
(Payments to the Agents) shall:

    (a)   in the case of a payment  received for the account of any Obligor,  be
          made available by such Agent to such Obligor by application:

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

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

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

29.4  PAYMENTS  UNDER  THE  SHORT-TERM  ADVANCES  FACILITY  In the  case  of the
acceptance  of an offer  pursuant  to  Clause  11  (Acceptance  of  Offers)  for
Short-Term Advances the provisions of Clause 29.1 (Payments to the Agents) shall
not apply to the making of the relevant  Short-Term Advance by the relevant Bank
or the repayment  thereof or the payment of any interest  thereon on or prior to
its Repayment  Date.  All such  payments  shall be paid directly to the relevant
Obligor by the relevant Bank or, as the case may be, by the relevant  Obligor to
the relevant Bank, in each case, in such manner as the relevant  Obligor and the
relevant  Bank  shall  agree.  The  relevant  Bank  shall  promptly  notify  the
Short-Term  Advances Agent if any payment referred to in this Clause 29.4 is not
met in full on its due date specifying the amount and currency of any shortfall.

29.5  NO  SET-OFF  All  payments  required  to be  made  by any of the  Obligors
hereunder shall be calculated  without  reference to any set-off or counterclaim
and shall be made free and clear of and without any  deduction for or on account
of any set-off or counterclaim.

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

30.  SET-OFF

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

30.2 SET-OFF NOT  MANDATORY No Bank shall be obliged to exercise any right given
to it by Clause 30.1 (Contractual Set-off).

31. SHARING

31.1 REDISTRIBUTION OF PAYMENTS Subject to Clause 31.3 (Recoveries Through Legal
Proceedings),  if, at any time,  the  proportion  which any Bank (a  "Recovering
Bank") has received or recovered (whether by payment, the exercise of a right of
set-off or  combination  of accounts or  otherwise) in respect of its portion of
any payment (a "relevant payment") to be made under this Agreement by any of the
Obligors  for  account of such  Recovering  Bank and one or more other  Banks is
greater  (the  portion of such  receipt or  recovery  giving rise to such excess
proportion being herein called an "excess  amount") than the proportion  thereof
so received or recovered by the Bank or Banks so  receiving  or  recovering  the
smallest proportion thereof, then:

    (a)   such  Recovering  Bank shall pay to the relevant Agent an amount equal
          to such excess amount;

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

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

Provided that to the extent that any excess amount is  attributable to a payment
to a Bank pursuant to paragraph  (a)(i) of Clause 29.3  (Payments by the Agents)
such portion of such excess amount as is so  attributable  shall not be required
to be shared pursuant hereto.

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

   (a)    each Bank which has received a share of such relevant sum by reason of
          the implementation of Clause 31.1  (Redistribution of Payments) shall,
          upon request of the relevant  Agent,  pay to such Agent for account of
          such  Recovering  Bank an amount  equal to its share of such  relevant
          sum; and

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

31.3 RECOVERIES  THROUGH LEGAL PROCEEDINGS If any Bank shall commence any action
or proceeding in any court to enforce its rights  hereunder  after  consultation
with the other Banks and, as a result thereof or in connection therewith,  shall
receive  any  excess  amount  (as  defined  in  Clause 31.1  (Redistribution  of
Payments)),  then such Bank shall not be  required  to share any portion of such
excess  amount with any Bank which has the legal right to, but does not, join in
such action or proceeding or commence and diligently prosecute a separate action
or proceeding to enforce its rights in another court.

                                     PART 14
                            FEES, COSTS AND EXPENSES

32. FEES

32.1  FACILITY FEE The  Principal  Company  shall pay to the Facility  Agent for
account of each Bank a facility fee on the amount of the Total  Commitments from
time to time during the period (the  "relevant  period")  beginning  on the date
hereof and ending on the Termination Date, such facility fee to be calculated:

    (i)   in respect of the period  commencing  on the date hereof and ending on
          the date which is the fifth  anniversary  of the date  hereof,  at the
          rate of 0.10 per cent. per annum; and

   (ii)   thereafter, at the rate of 0.1125 per cent. per annum.

and to be payable in arrear on the last day of each  successive  period of three
months which ends during the relevant period and on the Termination Date.

32.2 PARTICIPATION FEE The Principal Company shall pay to the Facility Agent for
the account of the  Arrangers  and the Banks the fees  specified  in the mandate
letter  signed by the  Borrower  on 18  November  1996 at the times,  and in the
amounts, specified in such letter.

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

33. COSTS AND EXPENSES

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

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

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

33.4 AGENTS' COSTS The Principal  Company shall,  from time to time on demand of
the Facility  Agent (and  without  prejudice to the  provisions  of  Clause 33.2
(Preservation  and  Enforcement of Rights) and  Clause 38.2  (Amendment  Costs))
compensate  each of the Agents at such daily  and/or  hourly rates as such Agent
shall from time to time reasonably  determine for the time and expenditure,  all
costs and expenses  (including  telephone,  fax,  copying,  travel and personnel
costs)  incurred by such Agent in  connection  with its taking such action as it
may deem appropriate or in complying with any  instructions  from an Instructing
Group or any request by the Borrowers or any of them in connection with:

    (a)   the granting or proposed  granting of any waiver or consent  requested
          hereunder by the Borrowers or any of them;

    (b)   any actual,  potential or suspected  breach by the Borrowers or any of
          them of its obligations hereunder;

    (c)   the  occurrence  of any  event  which  is an  Event  of  Default  or a
          Potential Event of Default; or

    (d)   any amendment or proposed  amendment hereto requested by the Borrowers
          or any of them.

33.5 BANKS'  LIABILITIES FOR COSTS If the Principal Company fails to perform any
of its  obligations  under this  Clause 33,  each Bank shall, in its Proportion,
indemnify  each of the Agents and the  Arrangers  against  any loss  incurred by
either of them as a result  of such  failure  and the  Principal  Company  shall
forthwith  reimburse  each  Bank for any  payment  made by it  pursuant  to this
Clause 33.5.

                                     PART 15
                                AGENCY PROVISIONS

34. THE AGENTS, THE ARRANGERS AND THE BANKS

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

34.2 AGENT'S DISCRETIONS Each Agent may:

    (a)   assume that:

         (i)   any  representation  made by any of the  Borrowers in  connection
               herewith is true;

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

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

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

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

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

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

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

    (e)   rely upon any communication or document believed by it to be genuine;

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

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

34.3 AGENT'S OBLIGATIONS Each Agent shall:

    (a)   promptly  inform  each Bank of the  contents of any notice or document
          received  by it in its  capacity  as Agent  from  any of the  Obligors
          hereunder;

    (b)   promptly notify each Bank of the occurrence of any Event of Default or
          any  default  by any of the  Borrowers  in the due  performance  of or
          compliance  with its  obligations  under this  Agreement of which such
          Agent has actual  knowledge or received  actual  notice from any other
          party hereto;

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

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

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

    (a)   be bound to enquire as to:

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

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

       (iii)   the  performance  by  any  of the  Borrowers  of its  obligations
               hereunder; or

        (iv)   any breach of or default by any of the  Borrowers of or under its
               obligations hereunder;

    (b)   be bound to account  to any Bank for any sum or the profit  element of
          any sum received by it for its own account;

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

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

34.5  INDEMNIFICATION  Each Bank shall, in its Proportion,  from time to time on
demand by any Agent,  indemnify such Agent,  against any and all costs,  claims,
losses,  expenses  (including legal fees) and liabilities  together with any VAT
thereon which such Agent may incur in acting in its capacity as agent  hereunder
to the extent  the same are not paid by any of the  Obligors.  Each Bank  shall,
following  any payment made by it under this Clause 34.5, be entitled to recover
from an Agent any amount which it establishes  has been paid by it to such Agent
pursuant  to this  Clause  34.5 in respect of costs,  claims,  losses,  expenses
(including  legal  fees) and  liabilities  incurred by such Agent as a result of
such Agent's own gross negligence or wilful misconduct in acting in its capacity
as agent hereunder.

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

34.7 NO  ACTIONS  Each of the Banks  agrees  that it will not  assert or seek to
assert  against any  director,  officer or employee of any Agent or any Arranger
any claim it might have  against any of them in respect of the matters  referred
to in Clause 34.6 (Exclusion of Liabilities).

34.8  BUSINESS  WITH THE GROUP Each of the Agents and the  Arrangers  may accept
deposits  from,  lend  money to and  generally  engage in any kind of banking or
other business with any member of the Group.

34.9  RESIGNATION  Each Agent may resign its  appointment  hereunder at any time
without assigning any reason therefor by giving not less than thirty days' prior
written notice to that effect to each of the other parties hereto  Provided that
no such  resignation  shall be  effective  until a  successor  for such Agent is
appointed in accordance with the succeeding provisions of this Clause 34.

34.10  REMOVAL  OF AGENT An  Instructing  Group may  remove  any Agent  from its
appointment  hereunder as Agent at any time by giving not less than thirty days'
prior written notice to that effect to each of the other parties hereto provided
that no such  removal  shall be  effective  until a successor  for such Agent is
appointed in accordance with the succeeding provisions of this Clause 34.

34.11 SUCCESSOR  AGENT If an Agent gives notice of its  resignation  pursuant to
Clause 34.9  (Resignation),  then any  reputable and  experienced  bank or other
financial  institution  may be  appointed  as a  successor  to such  Agent by an
Instructing  Group during the period of such notice but, if no such successor is
so appointed, such Agent may appoint such a successor itself.

34.12 NEW AGENT If an  Instructing  Group removes an Agent from its  appointment
hereunder  pursuant to Clause 34.10  (Removal of Agent),  then any reputable and
experienced  bank  or  other  financial  institution  may  be  appointed,  after
consultation  with the  Principal  Company,  as a successor  to such Agent by an
Instructing Group.

34.13 RIGHTS AND  OBLIGATIONS If a successor to an Agent is appointed  under the
provisions of Clause 34.11  (Successor Agent) or Clause 34.12 (New Agent),  then
(a) the retiring Agent shall be discharged from any further obligation hereunder
but shall remain entitled to the benefit of the provisions of this Clause 34 and
(b) its  successor  and each of the other  parties  hereto  shall  have the same
rights  and  obligations  amongst  themselves  as they  would  have  had if such
successor had been a party hereto.

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

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

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

34.15  SEPARATION  OF  DEPARTMENTS  In acting as Agent  and/or  Arranger for the
Banks,  the agency  department of each of the Agents and the Arrangers  shall be
treated as a separate entity from any other of its divisions or departments and,
notwithstanding the foregoing provisions of this Clause 34, in the event that an
Agent or, as the case may be, an Arranger should act for any member of the Group
in any capacity in relation to any other matter,  any information  given by such
member of the Group to such Agent or, as the case may be, such  Arranger in such
other capacity may be treated as  confidential by such Agent or, as the case may
be, such Arranger and shall not  constitute  actual  knowledge of any matter for
the purposes of Clause 34.2.

34.16 THE  SHORT-TERM  ADVANCES  Agent Ahold USA hereby  appoints the Short-Term
Advances  Agent to act as its  agent  in  connection  with  this  Agreement  and
authorises  the Short-Term  Advances  Agent to exercise such rights,  powers and
discretions as are  specifically  delegated to the Short-Term  Advances Agent by
the  terms  of  this  Agreement  together  with  all  such  rights,  powers  and
discretions as are reasonably incidental thereto.

34.17  EXONERATION OF SHORT-TERM  ADVANCES  AGENT The Short-Term  Advances Agent
shall comply with the obligations  expressly undertaken by it hereunder Provided
that the accidental failure by the Short-Term  Advances Agent to give any notice
to any Bank of a  Short-Term  Advances  Request  delivered to it hereunder or to
give any notice to Ahold USA of any offer for Short-Term Advances received by it
hereunder  shall not  constitute  a breach of the  Short-Term  Advances  Agent's
obligations  hereunder  nor shall any other party  hereto be entitled to require
such  failure  to be  rectified  after  the  latest  time for the  giving of the
relevant notice hereunder.

34.18  INDEMNITY  Ahold USA shall,  on demand by the Short-Term  Advances Agent,
indemnify the Short-Term  Advances  Agent against any and all reasonable  costs,
claims,  expenses  (including  reasonable legal fees) and liabilities  which the
Short-Term  Advances  Agent  may  incur,  otherwise  than by  reason  of its own
negligence  or  wilful  misconduct,  in  acting in its  capacity  as  Short-Term
Advances Agent under this Agreement.

                                    PART 16
                            ASSIGNMENTS AND TRANSFERS

35. ASSIGNMENTS AND TRANSFERS

35.1 BINDING  AGREEMENT  This  Agreement  shall be binding upon and enure to the
benefit of each party hereto and its or any subsequent  successors,  Transferees
and assigns.

35.2 NO ASSIGNMENTS  AND TRANSFERS BY THE OBLIGORS None of the Obligors shall be
entitled  to  assign  or  transfer  all  or  any of  its  rights,  benefits  and
obligations hereunder.

35.3 ASSIGNMENT AND TRANSFERS BY BANKS Any Bank may, at any time,  assign all or
(subject  to the  proviso  below) any of its rights and  benefits  hereunder  or
transfer in accordance with  Clause 35.5 all or any of its rights,  benefits and
obligations  hereunder  (i)  to any  holding  company,  any of its  wholly-owned
subsidiaries  or any  affiliate  or (ii) with the prior  written  consent of the
Principal  Company  (not to be  unreasonably  withheld  or delayed) to any other
person  provided  that  (without  prejudice to a Bank's  right to assign  and/or
transfer all of its rights,  benefits and  obligations  hereunder in  accordance
with this Clause 35.3) a Bank shall be entitled to assign  and/or  transfer part
of  its  Participation  hereunder  only  in an  amount  equal  to  or  exceeding
$10,000,000  and then  only if it  retains  a  Participation  of not  less  than
$25,000,000.

35.4  ASSIGNMENTS  BY BANKS If any Bank  assigns  all or any of its  rights  and
benefits hereunder in accordance with Clause 35.3  (Assignments and Transfers by
Banks),  then,  unless  and until the  assignee  has agreed  with the  Principal
Company,  the Agents,  the  Arrangers and the other Banks that it shall be under
the same obligations  towards each of them as it would have been under if it had
been an original party hereto as a Bank  (whereupon such assignee shall become a
party hereto as a "Bank"),  the Agents,  the Arrangers and the other Banks shall
not be obliged to recognise  such assignee as having the rights  against each of
them which it would have had if it had been such a party  hereto.  The  Assignee
shall be  responsible  for  giving  notice  of the  assignment  to the  relevant
Obligors.

35.5 TRANSFERS BY BANKS If any Bank wishes to transfer all or any of its rights,
benefits   and/or   obligations   hereunder  as   contemplated   in  Clause 35.3
(Assignments and Transfers by Banks),  then such transfer may be effected by the
delivery to and  signature by the Facility  Agent on behalf of the Obligors (and
each of the Obligors hereby irrevocably appoints the Facility Agent as its agent
for the purposes of such delivery and signature of any Transfer  Certificate) of
a duly  completed and duly executed  Transfer  Certificate  in which event it is
hereby  irrevocably agreed by each of the Obligors in advance that, on the later
of the  Transfer  Date  specified  in such  Transfer  Certificate  and the fifth
business day after (or such earlier  business day endorsed by the Facility Agent
on such Transfer  Certificate  falling on or after) the date of delivery of such
Transfer  Certificate  to and  signature by the Facility  Agent on behalf of the
Obligors  (which  signature the Facility Agent agrees to complete  promptly upon
receipt of the relevant Transfer Certificate in accordance with this Clause 35):

    (a)   to the extent that in such Transfer Certificate the Bank party thereto
          seeks to transfer its rights,  benefits and obligations hereunder each
          of  the  Obligors  and  such  Bank  shall  be  released  from  further
          obligations  towards one another hereunder and their respective rights
          against one another  shall be  cancelled  (such  rights,  benefits and
          obligations  being  referred  to in this  Clause 35.5  as  "discharged
          rights and obligations");

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

    (c)   the Agents,  the Arrangers,  such Transferee and the other Banks shall
          acquire the same rights and benefits  and assume the same  obligations
          between  themselves  as they would have  acquired and assumed had such
          Transferee  been an original  party  hereto as a Bank with the rights,
          benefits and/or  obligations  acquired or assumed by it as a result of
          such transfer;

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

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

Receipt of a Transfer  Certificate by the Facility  Agent shall also  constitute
notice to the  Obligors as required  by Dutch law and each party  hereto  hereby
irrevocably  authorises  and instructs  the Facility  Agent to receive each such
notice on its behalf and irrevocably agrees that each such notice to be given to
such party may be given to the Facility Agent as representative of such party.

35.6  TRANSFER FEE On the date upon which a transfer  takes  effect  pursuant to
Clause 35.5  (Transfers  by Banks) the  Transferee  in respect of such  transfer
shall pay to the Facility  Agent for its own account a transfer  fee  of $1,000.
All  costs of any  transfer  of any  Bank's  rights,  benefits  and  obligations
hereunder to any  Transferee  (including,  without  limitation,  any stamp duty)
shall be for the account of such Bank.

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

35.8  DISCLOSURE OF INFORMATION Any Bank may disclose to any actual or potential
assignee or Transferee or to any person who may otherwise enter into contractual
relations with such Bank in relation to this Agreement  such  information  about
the Borrowers and the Group as such Bank shall consider appropriate.

                                     PART 17
                                  MISCELLANEOUS

36.    CALCULATIONS AND EVIDENCE OF DEBT

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

36.2  ACCRUAL  OF LETTER OF CREDIT  COMMISSION  Letter of credit  commission  in
respect of any Letter of Credit,  and any period of the Term thereof  determined
pursuant  to  Clause 6  (Letters  of Credit  Fees and  Fronting  Fee),  shall be
calculated  on the basis of a year of 360 days and the actual  number of days in
such period.

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

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

36.5 CONTROL  ACCOUNTS The Facility  Agent shall maintain on its books a control
account or accounts  in which  shall be  recorded  (a) the amount of any Advance
made or arising hereunder (and the name of the Bank to whom such sum relates and
each Bank's share  therein)  and the face amount of any Letter of Credit  issued
(and  each  Bank's  share  therein)  as the case may be,  (b) the  amount of all
principal,  interest  and  other  sums  due or to  become  due  from  any of the
Borrowers to any of the Banks  hereunder  and each Bank's share  therein and (c)
the amount of any sum  received or  recovered  by any Agent  hereunder  and each
Bank's share therein.  The Facility  Agent shall,  upon request of any Borrower,
deliver to such Borrower  statements of the accounts  referred to in this Clause
36.5.

36.6 PRIMA FACIE EVIDENCE In any legal action or proceeding arising out of or in
connection  with this  Agreement,  the entries made in the  accounts  maintained
pursuant to Clause 36.4 (Evidence of Debt) and  Clause 36.5  (Control  Accounts)
shall be prima facie evidence of the existence and amounts of the obligations of
the Borrowers therein recorded.

36.7 CERTIFICATES OF BANKS A certificate of a Bank as to (a) the amount by which
a sum  payable  to it  hereunder  is to be  increased  under  Clause  18.1  (Tax
Gross-up) or (b) the amount for the time being  required to indemnify it against
any such  cost,  payment  or  liability  as is  mentioned  in  Clause  18.2 (Tax
Indemnity) or Clause 20.1 (Increased  Costs) or Clause 27.5 (Broken  Periods) or
Clause 28.2 (Currency  Indemnity) shall be conclusive  evidence for the purposes
of this Agreement save in the case of manifest error.

36.8 AGENTS'  CERTIFICATES  A  certificate  of any Agent as to the amount at any
time due from any  Borrower  hereunder or the amount  which,  but for any of the
obligations  of  any  Borrower  hereunder  being  or  becoming  void,  voidable,
unenforceable or ineffective, at any time would have been due from such Borrower
hereunder  shall,  in the  absence of  manifest  error,  be  conclusive  for the
purposes of Part 11 (Guarantee).

37. REMEDIES AND WAIVERS, PARTIAL INVALIDITY

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

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

38. AMENDMENTS

38.1  AMENDMENTS  With the prior written  consent of an Instructing  Group,  the
Facility  Agent  and the  Principal  Company  may from time to time  enter  into
written  amendments,  supplements  or  modifications  hereto for the  purpose of
adding any  provisions to this Agreement or changing in any manner the rights of
all  or any of the  Agents,  the  Arrangers  and  the  Banks  or of any  Obligor
hereunder,  and, at the request of the Principal  Company with the prior consent
of an Instructing  Group, the Facility Agent on behalf of the other Agents,  the
Arrangers  and the Banks may  execute  and  deliver to the  Principal  Company a
written instrument waiving  prospectively or retrospectively,  on such terms and
conditions  as the  Facility  Agent may specify in such  instrument,  any of the
requirements  of this  Agreement or any Event of Default or  Potential  Event of
Default and its consequences Provided, however, that:

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

          (a)  amend  or  modify  the   definitions   of  Additional   Borrower,
               Instructing Group, Margin, Swing-Line Margin or Termination Date;

          (b)  amend,  modify or waive any  provision  which  requires the prior
               written consent of the Banks,  Clause 32 (Fees),  Clause 35.2 (No
               Assignments and Transfers by the Obligors) or this Clause 38;

          (c)  change the  principal  or  currency  of any  Advance or Letter of
               Credit or extend the Term thereof;

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

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

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

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

          (a)  amend, modify or waive any provision of this Clause 38; or

          (b)  otherwise  amend,  modify  or  waive  any of the  Agents'  or the
               Arrangers'  rights hereunder or subject any Agent or, as the case
               may be, any Arranger to any additional obligations hereunder; and

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

38.2  AMENDMENT  COSTS  If  the  Principal   Company   requests  any  amendment,
supplement,  modification  or waiver in  accordance  with Clause 38.1,  then the
Principal Company shall, on demand of the Facility Agent, reimburse the Facility
Agent for all reasonable  costs and expenses  (including  reasonable legal fees)
together with any VAT thereon incurred by the Facility Agent in the negotiation,
preparation and execution of any written instrument contemplated by Clause 38.1.

39. NOTICES

39.1  COMMUNICATIONS IN WRITING Each communication to be made hereunder shall be
made in writing but, unless otherwise  stated,  may be made by telefax or letter
Provided that the Borrowers  shall  indemnify each of the Agents,  the Arrangers
and the Banks against any cost, claims,  loss, expense (including legal fees) or
liability  together  with any VAT thereon which any of them may sustain or incur
as a consequence of any telefax communication  originating from any Borrower not
being actually received by or delivered to the intended recipient thereof or any
telefax  communication  purporting to originate  from any Borrower being made or
delivered fraudulently.

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

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

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

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

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

                                     PART 18
                              LAW AND JURISDICTION

40. LAW AND JURISDICTION

40.1 DUTCH LAW This  Agreement  shall be governed  by, and shall be construed in
accordance with, laws of The Netherlands.

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

40.3 DUTCH  COURTS Each of the  Obligors  irrevocably  agrees for the benefit of
each of the Agents,  the Arrangers  and the Banks that the  competent  courts of
Amsterdam,  The  Netherlands  shall have  jurisdiction to hear and determine any
suit,  action or Proceeding,  and to settle any Disputes and, for such purposes,
irrevocably submits to the jurisdiction of such courts.

40.4 NEW YORK COURTS Each of the Obligors  irrevocably agrees that the courts of
the State of New York and the courts of the United  States of  America,  in each
case  sitting in the County of New York,  shall  have  jurisdiction  to hear and
determine any  Proceedings  and to settle any Disputes  and, for such  purposes,
irrevocably submits to the jurisdiction of such courts.

40.5  APPROPRIATE FORUM  Each of the Obligors  irrevocably  waives any objection
which it might now or hereafter  have to the courts  referred to in  Clause 40.2
(English  Courts),  Clause 40.3 (Dutch Courts) and Clause 40.3 (New York Courts)
being nominated as the forum to hear and determine any Proceedings and to settle
any Disputes and agrees not to claim that any such court is not a convenient  or
appropriate forum.

40.6 SERVICE OF PROCESS  Each of the  Obligors  agrees that the process by which
any suit,  action or proceeding is begun may be served on it by being  delivered
(i) in connection  with any suit,  action or  proceeding in England,  to Legibus
Secretaries  Limited  at 200  Aldersgate  Street,  London  EC1A  4JJ and (ii) in
connection  with any suit,  action or proceeding in New York, to CT  Corporation
System at 1633 Broadway,  New York N.Y. 10019,  United States of America. If the
appointment  of the person  mentioned in this Clause 40.6 ceases to be effective
each Obligor shall  immediately  appoint a further  person in England or, as the
case may be, New York to accept  service of process on its behalf in England or,
as the case may be, New York and, failing such  appointment  within 15 days, the
Facility  Agent  shall be  entitled  to appoint  such a person by notice to such
Obligor. Nothing contained herein shall affect the right to serve process in any
other manner permitted by law.

40.7 NON-EXCLUSIVE SUBMISSIONS  The submission to the jurisdiction of the courts
referred to in  Clause 40.2  (English  Courts),  Clause 40.3 (Dutch  Courts) and
Clause 40.4  (New York  Courts)  shall not (and shall not be construed so as to)
limit the right of the  Agents,  the  Arrangers  and the Banks or any of them to
take  Proceedings  against any of the  Obligors in any other court of  competent
jurisdiction   nor  shall  the  taking  of   Proceedings  in  any  one  or  more
jurisdictions  preclude  the  taking of  Proceedings  in any other  jurisdiction
(whether concurrently or not) if and to the extent permitted by applicable law.

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

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

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

                               THE FIRST SCHEDULE

                                    The Banks

                                     Part 1

                           The Revolving Credit Banks

                                                                  Commitment ($)

ABN AMRO Bank N.V.                                                 61,000,000
The Chase Manhattan Bank                                           61,000,000
Morgan Guaranty Trust Company of New York                          61,000,000
The First National Bank of Boston                                  57,000,000
Bayerische Landesbank International S.A.                           57,000,000
Citibank N.A., Amsterdam Branch                                    57,000,000
Deutsche Bank AG                                                   57,000,000
Fleet National Bank                                                57,000,000
Dai-Ichi Kangyo Bank Nederland N.V.                                57,000,000
ING Bank N.V.                                                      57,000,000
Rabobank International, Utrecht Branch                             57,000,000
SBC                                                                57,000,000
Union Bank of Switzerland                                          57,000,000
Westdeutsche Landesbank Girozentrale, London Branch                57,000,000
The Bank of New York                                               38,000,000
Banque Paribas Nederland N.V.                                      38,000,000
Barclays Bank plc (CLAD) UK                                        38,000,000
The First National Bank of Chicago                                 38,000,000
Kredietbank (Nederland) N.V.                                       38,000,000

                                     Part 2

                              The Swing-Line Banks

Bank                                                              Commitment ($)

ABN AMRO Bank N.V.                                                 36,666,666.66
The Chase Manhattan Bank                                           36,666,666.66
Morgan Guaranty Trust Company of New York                          36,666,666.66
The Bank of New York                                               30,000,000.00
Bayerische Landesbank Girozentrale, New York Branch                30,000,000.00
Union Bank of Switzerland                                          30,000,000.00

                               THE SECOND SCHEDULE

                          Form of Transfer Certificate

To:      The Chase Manhattan Bank

                              TRANSFER CERTIFICATE

relating to the  agreement  (as from time to time  amended,  varied,  novated or
supplemented,   the   "Facility   Agreement")   dated  [  ]  199[  ]  whereby  a
US$1,000,000,000   multicurrency   revolving  credit  and  short-term   advances
facility,  a  US$100,000,000  letter of  credit  facility  and a  US$200,000,000
swing-line  facility was made available to Koninklijke  Ahold N.V. and Ahold USA
Holdings,  Inc.,  as  borrowers  by a group of banks on whose  behalf  The Chase
Manhattan Bank acted as Facility Agent in connection therewith.

1. Terms  defined  in the  Facility  Agreement  shall,  subject to any  contrary
indication,  have the same meanings  herein.  The terms Bank and  Transferee are
defined in the schedule hereto.

2. The Bank (a)  confirms  that the  details in the  schedule  hereto  under the
heading  "Bank's  Commitment",   "Swing-Line  Commitment",   "Letter  of  Credit
Commitment",  "Relevant Revolving Credit Advance(s)" "Relevant Letters of Credit
Issued",  "Relevant Swing-Line  Advance(s)",  and "Relevant Short-Term Advances"
accurately  summarises its  Commitment,  its Swing-Line  Commitment,  and/or its
Letter of Credit  Commitment  and/or, as the case may be, the Term and Repayment
Date of one or more  existing  Advances  or Letters  of Credit  made by it or in
which it participates and (ii) requests the Transferee to accept and procure the
transfer to the Transferee of the portion  specified in the schedule  hereto of,
as the case may be, its  Commitment,  its Swing-Line  Commitment,  its Letter of
Credit   Commitment   and/or   such   Advance(s)   and/or    participations   by
counter-signing  and delivering this Transfer  Certificate to the Facility Agent
at its address for the service of notices specified in the Facility Agreement.

3. The  Transferee  hereby  requests the Facility  Agent to accept this Transfer
Certificate  as being  delivered to the Facility  Agent  pursuant to and for the
purposes of Clause 35.5  (Transfers by Banks) of the Facility Agreement so as to
take effect in accordance with the terms thereof on the Transfer Date or on such
later date as may be determined in accordance with the terms thereof.

4. The Transferee confirms that it has received a copy of the Facility Agreement
together with such other  information as it has required in connection with this
transaction  and that it has not relied and will not hereafter  rely on the Bank
to check or enquire on its behalf into the  legality,  validity,  effectiveness,
adequacy,  accuracy or completeness  of any such  information and further agrees
that it has not  relied  and will not rely on the Bank to assess  or keep  under
review on its  behalf  the  financial  condition,  creditworthiness,  condition,
affairs, status or nature of any of the Borrowers.

5. The Transferee  hereby undertakes with the Bank and each of the other parties
to the Facility  Agreement  that it will perform in accordance  with their terms
all those  obligations  which by the  terms of the  Facility  Agreement  will be
assumed by it after delivery of this Transfer  Certificate to the Facility Agent
and  satisfaction  of the  conditions  (if any)  subject to which this  Transfer
Certificate is expressed to take effect.

6. The Bank makes no  representation  or warranty and assumes no  responsibility
with   respect  to  the   legality,   validity,   effectiveness,   adequacy   or
enforceability  of the Facility  Agreement or any document  relating thereto and
assumes no responsibility for the financial condition of any of the Borrowers or
for the  performance  and observance by such Borrower of any of its  obligations
under the Facility  Agreement or any document  relating  thereto and any and all
such conditions and warranties,  whether express or implied by law or otherwise,
are hereby excluded.

7. The Bank hereby gives notice that nothing herein or in the Facility Agreement
(or any  document  relating  thereto)  shall  oblige  the Bank to  (a) accept  a
re-transfer from the Transferee of the whole or any part of its rights, benefits
and/or obligations under the Facility Agreement  transferred  pursuant hereto or
(b) support  any losses  directly  or  indirectly  sustained  or incurred by the
Transferee for any reason whatsoever including the non-performance by any of the
Borrowers or any other party to the Facility Agreement (or any document relating
thereto) of its  obligations  under any such  document.  The  Transferee  hereby
acknowledges  the absence of any such obligation as is referred to in (a) or (b)
above.

8. This  Transfer  Certificate  and the rights and  obligations  of the  parties
hereunder shall be governed by and construed in accordance with Dutch law.

                                  THE SCHEDULE

1.       Bank:

2.       Transferee:

3.       Transfer Date:

4.       Commitment:

         Bank's Commitment                           Portion Transferred

         Swing-Line Commitment                       Portion Transferred

         Letter of Credit Commitment                 Portion Transferred

5.       Advance(s):

                  Term and Repayment Date of

                  Revolving Credit Advance(s)               Portion Transferred

                  Term and Repayment Date of
                  Letters of Credit                         Portion Transferred

                  Term and Repayment Date of

                  Swing-Line Advances                       Portion Transferred

                  Term and Repayment Date
                  of Short-Term Advances                    Portion Transferred

                  [Transferor Bank]                         [Transferee Bank]

                  By:                                       By:

                  Date:                                     Date:

                  [Facility Agent] as agent for and on behalf of the Borrower

                  By:

                  Date:

Administrative Details of Transferee

Address/Main Office:

Contact name:

Swing-Line Office:

Letter of Credit Office:

Short-Term Advances Office:

Contact Name:

Account for Payments in US Dollars:

Telex:            [                 ] (Main office)

                  [                 ] (Swing-Line office)

                  [                 ] (Letter of Credit Office)

                  [                 ] (Short-Term Advances Office)

Telephone:        [                 ] (Main office)

                  [                 ] (Swing-Line office)

                  [                 ] (Letter of Credit Office)

                  [                 ] (Short-Term Advances Office)

Telefax:          [                 ] (Main office)

                  [                 ] (Swing-Line office)

                  [                 ] (Letter of Credit Office)

                  [                 ] (Short-Term Advances Office)

                               THE THIRD SCHEDULE

                          Condition Precedent Documents

1.        In relation to each of the Obligors:

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

          (b)  a copy,  certified  a true copy by a duly  authorised  officer of
               such Obligor,  of a board  resolution of such Obligor and (in the
               case of the Principal  Company) such  resolutions of the board of
               managing  directors of the  Principal  Company,  the  supervisory
               board of the Principal Company (Raad van  Commissarissen) and the
               works' council of the Principal Company (Ondernemingsraad) as may
               be  required  by  Dutch  Counsel  to  the  Banks   approving  the
               execution,  delivery and  performance  of this  Agreement and the
               terms and  conditions  hereof and  authorising  a named person or
               persons to sign this  Agreement and any documents to be delivered
               by such Obligor pursuant hereto; and

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

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

3. An opinion of each of the Borrowers' in-house Dutch and United States Counsel
in substantially the forms set out in the Eighth Schedule.

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

5. A copy,  certified a true copy by a duly authorised officer of each Borrower,
of the Original Financial Statements of such Borrower.

6.  Evidence  that each of the  process  agents  referred  to in Clause 40.6 has
agreed to act as the agent of the Obligors for the service of process in England
and New York.

7.  Evidence  that  the  Existing   Facilities   shall  be  terminated  and  all
outstandings  thereunder  shall be paid or repaid  upon the  making of the first
Advance or issue of (or  participation  by a Bank in) the first Letter of Credit
(whichever occurs first).

                               THE FOURTH SCHEDULE

                               Utilisation Request

From:     [Name of Borrower]

To:       The Facility  Agent [and  the  Multicurrency  Facility  Agent  [delete
          if no Optional Currency is requested]*

Dated:

Dear Sirs,

1. We refer to the agreement (as from time to time amended,  varied,  novated or
supplemented,  the  "Facility  Agreement")  dated  [ ]  1996  and  made  between
Koninklijke  Ahold N.V.,  Ahold USA Holdings,  Inc. as borrowers,  ABN AMRO Bank
N.V.,  The Chase  Investment  Bank Limited and J.P.  Morgan  Securities  Ltd. as
arrangers,  The Chase Manhattan Bank as Facility,  Letter of Credit,  Swing-Line
and  Short-Term  Advances  Agent and Chase  Manhattan  International  Limited as
Multicurrency  Facility  Agent and the financial  institutions  named therein as
banks.  Terms defined in the Facility  Agreement  shall have the same meaning in
this notice.

[2. We hereby give you notice that, pursuant to the Facility Agreement,  we wish
the [Banks/Swing-Line Banks] to *[make Advances/Swing-Line  Advances/make offers
of Short-Term Advances] as follows:

     (a)  Aggregate *[principal/face] amount:

     (b)  Utilisation Date:

     (c)  Term (specify  number of business days for Swing-Line  Advances or the
          number of months or business days for other Advances):

     (d)  *[Repayment Date]:]*

[2. We  require [a Letter of Credit to be opened  for our  account/the  Banks to
participate in an Existing  Letter of Credit]*  under the Facility  Agreement as
follows:

     (a)  Issue Date:              [              ]

     (b)  Tenor:                   [              ]

     (c)  Amount:                  [              ]

     (d)  Approved Beneficiary:    [              ]

     (e)  Concerning: [brief details of the purpose of the Letter of Credit].]*

[3. If it is not possible,  pursuant to Clause 3.3 (Banks' Agreement to Optional
Currency) of the Facility Agreement,  for the Advance to be made in the currency
specified,  we would wish the Advance to be denominated in dollars.]*[N.B:  Only
retain in case of Revolving Credit Advance requested in Optional Currency]

[3./4.  We confirm  that,  at the date hereof,  the  representations  set out in
Clause 23 of the Facility  Agreement are true  provided  that each  reference to
"Original  Financial  Statements"  therein  shall be deemed to be a reference to
each most recent set of annual  audited  financial  statements  delivered by any
Borrower to the Facility Agent pursuant to Clause 24.

[4/5.] *[The proceeds of this Utilisation  should be credited to [insert account
details]]/[The  Letter  of  Credit  should  be  issued  in  favour  of  [name of
recipient]  in the form  attached and  delivered to the recipient at [address of
recipient]].**

                                Yours faithfully

                          .............................
                              for and on behalf of
                               [NAME OF BORROWER]

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

*  Delete as appropriate

** not applicable for Existing Letters of Credit

                               THE FIFTH SCHEDULE

                              Material Subsidiaries

Albert Heijn B.V.

BI-LO, Inc.

Giant Food Stores, Inc.

Ahold Vastgoed B.V.

Tops Markets, Inc.

Schuitema N.V.

The Stop & Shop Companies, Inc.

                               THE SIXTH SCHEDULE
                           Existing Letters of Credit

Issue Date Issuer No. of Letter Outstanding ($) Expiry Date of Credit 09.10.89 The First National Bank of Chicago 31449901 30,686,000.00 01.11.97 20.06.95 The First National Bank of Chicago 31449912 396,395.21 30.10.98 01.08.95 The First National Bank of Chicago 31449914 830,400.00 01.08.97 16.02.96 The First National Bank of Chicago 31449919 385,908.00 16.02.97 11.03.96 The First National Bank of Chicago 31449920 1,750,000.00 11.02.97 15.10.96 The First National Bank of Chicago 31449921 1,074,073.00 15.10.97
THE SEVENTH SCHEDULE Opinion of Borrowers' Netherlands and United States Counsel THE EIGHTH SCHEDULE Supplemental Agreement for Additional Borrowers THIS SUPPLEMENTAL AGREEMENT is made on the day of , 19 BETWEEN: (1) KONINKLIJKE AHOLD N.V. (the "Principal Company"); (2) [Additional Borrower(s)] (the "Additional Borrower(s)"); and (3) [The Chase Manhattan Bank] on behalf of itself as facility agent and on behalf of the Arranger(s), the other Agents, the Banks and Swing-Line Banks. WHEREAS: (1) By an agreement (together with the supplemental agreements referred to in (2) below, the "Facility Agreement") dated [ ] 1996 and made between the Principal Company, Ahold USA, the Arrangers, the Agents and the Banks the Principal Company and Ahold USA were granted facilities in the maximum amount of $1,000,000,000. (2) The agreement referred to in (1) above has been supplemented by the following agreements: [List Supplemental Agreements] NOW IT IS HEREBY AGREED as follows: 1. Interpretation Save as otherwise defined herein, terms defined in the Facility Agreement shall bear the same meaning herein. 2. Additional Borrower(s) With effect as from the date that the Facility Agent confirms to the Principal Company that it has received, in form and substance satisfactory to it [in relation to each Additional Borrower], each of the conditions precedent documents specified in Clause 3, the Facility Agreement shall henceforth be read and construed as if the [each] Additional Borrower were party to the Facility Agreement having all the rights and obligations of an Additional Borrower and an Obligor. Accordingly all references in any Finance Document to (a) any "Additional Borrower" or "Obligor" shall be treated as including a reference to the [such] Additional Borrower and (b) the Facility Agreement shall be treated as a reference to the Facility Agreement as supplemented by this Agreement to the intent that this Agreement and the Facility Agreement shall be read and construed together as one single agreement. 3. Conditions Precedent The following are the conditions precedent referred to in Clause 2 which are required to be delivered to the Facility Agent in relation to the [each] Additional Borrower: (a) a copy, certified a true and up-to-date copy by a duly authorised officer of the [such] Additional Borrower, of the Memorandum and Articles of Association [or other constitutional documents] of the [such] Additional Borrower together with its most recent audited annual financial statements; (b) a copy, certified a true copy by a duly authorised officer of the [such] Additional Borrower, of all corporate and other resolutions of the [such] Additional Borrower required for the approval of the execution, delivery and performance of this Agreement and the performance of the obligations to be assumed pursuant hereto by the [such] Additional Borrower under the Facility Agreement and authorising a named person or persons to sign this Agreement and any documents to be delivered by the [such] Additional Borrower pursuant hereto or thereto and to operate the Facilities on behalf of the [such] Additional Borrower; (c) a certificate of a duly authorised officer of the [such] Additional Borrower setting out the names and signatures of the persons authorised to sign, on behalf of the [such] Additional Borrower, this Agreement and any documents to be delivered by the [such] Additional Borrower pursuant hereto or to the Facility Agreement and a certificate as to the names of any persons authorised to give telex or telephone instructions in relation to the operation of the Facilities on behalf of the [such] Additional Borrower as contemplated by paragraph (b) above; (d) a copy, certified a true copy by a duly authorised officer of the [such] Additional Borrower, of each such law, decree, consent, licence, approval, registration or declaration as is necessary to render this Agreement and the Facility Agreement legal, valid and binding as against the [such] Additional Borrower in accordance with their respective terms, to make this Agreement and the Facility Agreement admissible in evidence against the [such] Additional Borrower in the [such] Additional Borrower's country of incorporation and to enable the [such] Additional Borrower to perform its obligations hereunder and thereunder; (e) a copy, certified a true and up-to-date copy by an Authorised Signatory of the Principal Company, of the Memorandum and Articles of Association of the Principal Company/a letter from an Authorised Signatory of the Principal Company confirming that there has been no change in the Memorandum and Articles of Association of the Principal Company since the same were last delivered to the Facility Agent; (f) a copy, certified a true copy by an Authorised Signatory of the Principal Company, of all resolutions required for the approval of the execution, delivery and performance of this Agreement and confirming that its board resolution referred to in paragraph 2 of the Third Schedule of the Facility Agreement has not been revoked, varied or amended; (g) written evidence that [ ] has agreed to act as the agent of the [such] Additional Borrower for the service of process in England and that [ ] has agreed to act as the agent of the [such] Additional Borrower for the service of process in New York; (h) an opinion of counsel to the Facility Agent and the Banks, in a form satisfactory to them; (i) an opinion of counsel to the Additional Borrower, in a form satisfactory to the Facility Agent and the Banks; (j) written evidence of the consent of the Facility Agent and the Banks to the [such] Additional Borrower being designated by the Principal Company as such; and (k) if requested by the Facility Agent, on the basis of regulations applicable to any Bank requiring the provision of financial information, the most recent added financial statements or written confirmation than there is no requirement to produce such statements. 4. Representations The [Each] Additional Borrower hereby represents as if the representations set out in Clause 23 of the Facility Agreement were set out in full in this Agreement. 5. Covenant To the extent that any Bank shall have to comply with any regulations imposed on it in relation to the provision of financial information by the Additional Borrower, the Additional Borrower shall supply the Facility Agent with its most recent audited consolidated financial statement or if such statement do not exist then the Additional Borrower shall supply the Facility Agent with written confirmation stating that it is not required to produce such statements. 6. Counterparts This Agreement may be signed in counterparts, all of which taken together shall constitute a single agreement. 7. Law This Agreement shall be governed by, and construed in accordance with, Dutch law. AS WITNESS the hands of the duly authorised representatives of the parties hereto the day and year first before written. [NAME OF ADDITIONAL BORROWER] By : Address : The Obligors KONINKLIJKE AHOLD N.V. By: Address: Albert Heijnweg 1 1507 EH Zaandam The Netherlands Attention: Norbert Berger / Paul Freischlag Telephone: 31 75 595795 Fax: 31 75 598355 AHOLD USA HOLDINGS, INC. By: Address: One Atlanta Plaza, Suite 2575 950 East Paces Ferry Road 30326 Atlanta, Georgia United States of America Attention: Joseph Harber Telephone: 1 404 262 6050 Fax: 1 404 262 6051 The Arrangers ABN AMRO BANK N.V. By: Address: P.O. Box 283 1000 EA Amsterdam The Netherlands CHASE INVESTMENT BANK LIMITED By: Address: 125 London Wall London EC2Y 5AJ United Kingdom J.P. MORGAN SECURITIES LTD. By: Address: 60 Victoria Embankment London EC4Y 0JP United Kingdom The Agents THE CHASE MANHATTAN BANK By: Address: 270 Park Avenue New York, NY 10081 United States of America Attention: Hilma Gabbidon Telephone: 1 212 552 4650 Telefax: 1 212 552 5658 CHASE MANHATTAN INTERNATIONAL LIMITED By: Address: Trinity Tower 9 Thomas More Street London E1 9YT United Kingdom Attention: Steve Horford Telephone: 44 171 777 2847 Telefax: 44 171 777 2085 The Banks ABN AMRO BANK N.V. By: Address: Foreign Credit Services/AA4130 P.O. Box 283 1000 EA Amsterdam The Netherlands Attention: Ruud Farenhorst / Agnes Knigge-Dekker / Jim Fraeyhoven / Maartje Kuit Telephone: 31 20 628 7392 / 31 20 628 4367 / 31 20 628 7423 / 31 20 628 6450 Telefax: 31 20 628 1286 For Swing-Line Advances Address. 500 Park Avenue New York, NY 10022 United States of America Attention: Doreen Yip / Barbara Tsiakaros Telephone: 1 212 754 6114 Telefax: 1 212 446 4155 THE CHASE MANHATTAN BANK By: Address: European Loan Services 125 London Wall London EC2Y 5AJ United Kingdom Attention: Nick Gittins / Tina Holes, European Loan Services Telephone: 1 202 34 3923/2020 Telefax: 1 202 34 3730 With a copy to: Attention: Anne Whittaker, Transaction Management Telefax: 44 171 962 3611 For Swing-Line Advances Address: 270 Park Avenue New York, NY 10081 United States of America Attention: Hilma Gabbidon Telephone: 1 212 552 4650 Telefax: 1 212 552 5658 MORGAN GUARANTY TRUST COMPANY OF NEW YORK By: Address: 60 Victoria Embankment London EC4Y O5P United Kingdom Attention: Alex Cornwell / Ray Mayers, Global Credit Telephone: 44 171 325 5291 / 44 171 325 5245 Telefax: 44 171 325 8190 / 44 171 325 8217 For Swingline Advances Address: J.P. Morgan Services Inc. 500 Stanton Christiana Road Newark, Delaware 19713 United States of America Attention: Donna Davis / Kendal Hinmon, IBG Operations Telephone: 1 302 634 1860 Telefax: 1 302 634 4267 THE FIRST NATIONAL BANK OF BOSTON By: Address: 100 Federal Street/MS-01-09-04 Boston, Mass. 02110 United States of America Attention: Susan Santos Telephone: 1 617 434 3496 Telefax: 1 617 434 0637 For Short Term Advances Address: 100 Federal Street/MS-01-12-07 Boston, Mass. 02110 United States of America Attention: Larry Faccini Telephone: 1 617 434 7725 Telefax: 1 617 434 4695 For Letters of Credit Address: 150 Federal Street/MS-50-04-01 Boston, Mass. 02110 United States of America Attention: Dawn Trench Telephone: 1 617 434 5874 Telefax: 1 617 434 1202 For Advances in a Multicurrency Address: 100 Rustcraft Rd/MS-74-02-02D Dedham, Mass. 02026 United States of America Attention: Cheryl Troy Telephone: 1 617 434 2087 Telefax: 1 617 434 2094 BAYERISCHE LANDESBANK INTERNATIONAL S.A. By: Address: 3, rue Jean Monnet L-2180 Luxembourg Luxembourg Attention: Mr. P. Lang Telephone: 352 42434 3325 Telefax: 352 42434 3399 For Letters of Credit, Short-Term Advances and Swing-Line Advances Address: Bayerische Landesbank Girozentrale, New York Branch 560 Lexington Avenue New York, NY 10022 United States of America Attention: Ms. Patricia Sanchez Telephone: 1 212 310 9810 Telefax: 1 212 310 9930 CITIBANK, N.A., AMSTERDAM BRANCH By: Address: "Europlaza" Hoogoorddreef 54 B 1101 BE Amsterdam Z.O. The Netherlands Attention: Mr. Hans P. Verdoes Telephone: 31 20 6514 394 Telefax: 31 20 6514 292 For Short-Term Advances and Letters of Credit Address: Citibank, N.A. One Court Square, 7th Floor Long Island City, NY 11120 United States of America Attention: Mrs. Stephanie Tackore, Manager Telephone: 1 718 248 3596 Telefax: 1 718 248 7393 DEUTSCHE BANK AG By: Address: Deutsche Bank de Bary N.V. FX/MM Settlements Herengracht 450 1017 CA Amsterdam The Netherlands Attention: C. Spaans Telephone: 31 20 555 4202 Telefax: 31 20 555 4428 For Swing-Line Advances Address: 31 West 52nd Street New York, NY 10019 United States of America Attention: Babara Hoeltz Telephone: 1 212 469 8121 Telefax: 1 212 469 8115 FLEET NATIONAL BANK By: Address: One Federal Street Boston, MA 02211 United States of America Attention: Fancia Castillo, National Banking Telephone: 1 617 346 5635 Telefax: 1 617 346 0595 For Advances in a Multicurrency Attention: Gordon Kilby Telephone: 44 171 248 9531 Telefax: 44 171 334 9456 DAI-ICHI KANGYO BANK NEDERLAND N.V. By: Address: Apollolaan 171 1077 AS Amsterdam The Netherlands Attention: Mr. Joost van Leeuwen Telephone: 31 20 5740200 Telefax: 31 20 6760301 ING BANK N.V. By: Address: De Weer 75 P.O. Box 48 1500 EA Zaandam The Netherlands Attention: Mr. M.H. van Doorn / Mr. G.J. Bakker Telephone: 31 75 681 1335 Telefax: 31 75 612 3007 RABOBANK INTERNATIONAL, UTRECHT BRANCH By: Address: Croeselaan 18 P.O. Box 17100 3500 HG Utrecht The Netherlands Attention: Mr. Richard Polkerman, BOF / Loan Administration Telephone: 31 30 216 3445 Telefax: 31 30 216 2767 For Letters of Credit and Short-Term Advances Address: 1201 West Peachtree Street N.W. Atlanta, GA 30309 United States of America Attention: Telephone: 1 404 881 4050 Telefax: 1 404 881 4777 SBC By: Address: 1 High Timber Street London EC4V 3SB United Kingdom Attention: Paul Hardy, Associate Director, Treasury Customer Desk Telephone: 44 171 329 0201 Telefax: 44 171 711 3861 For Advances to Ahold USA Address: Swiss Bank Corporation 222 Broadway, 2nd Floor New York, NY 10038 United States of America Attention: Marisa Reonegro, Banking Finance Support Telephone: 1 212 574 6241 Telefax: 1 212 574 5248 UNION BANK OF SWITZERLAND By: Address: Bahnhofstrasse 45 8021 Zurich Switzerland Attention: Claude Aklin, Assistant Vice President, Ref.: KABI-AKC Telephone: 41 1 235 69 79 / 41 1 235 33 73 Telefax: 41 1 235 32 68 For Swing-Line Advances Address: 299 Park Avenue New York, NY 10171 United States of America Attention: Douglas Edwards Telephone: 1 212 821 3628 Telefax: 1 212 821 3878 WESTDEUTSCHE LANDESBANK GIROZENTRALE, LONDON BRANCH By: Address: 51 Moorgate London EC2R 6AE United Kingdom Attention: Mr. Stewart Nutt Telephone: 44 171 4572116 Telefax: 44 171 374 8546 THE BANK OF NEW YORK By: For Letters of Credit and Swing-Line Advances Address: One Wall Street, 22nd Floor New York, NY 10286 United States of America Attention: Patricia Botler / Terry Blackborn Telephone: 1 212 635 6732 Telefax: 1 212 635 6397 For Short-Term Advances Address: 48 Wall Street, 13th Floor New York, NY 10005 United States of America Attention: Wilson Mastrandrea Telephone: 1 212 804 2050 Telefax: 1 212 809 5272 BANQUE PARIBAS NEDERLAND N.V. By: Address: Herengracht 527 P.O. Box 2171 1000 CD Amsterdam The Netherlands Attention: Ms. R. van de Vondervoort / Mr. J. de Wild Telephone: 31 20 520 4400 Telefax: 31 20 620 1623 BARCLAYS BANK PLC (CLAD) UK By: Address: 5th Floor St. Swithin's House 11-12 St. Swithin's Lane London EC4N 8AS United Kingdom Attention: Sharon Carter Telephone: 44 171 621 4000 Telefax: 44 171 621 4583 With a copy to: Address: Atrium, Strawinskylaan 3053 1077 ZX Amsterdam The Netherlands Attention: Victor J. van der Linden Telephone: 31 20 5045 338 Telefax: 31 20 5045 339 THE FIRST NATIONAL BANK OF CHICAGO By: Address: First Chicago House 90 Long Acre London WC2E 9RB United Kingdom Attention: Dot O'Flaherty Telephone: 44 171 438 4150 Telefax: 44 171 438 4148 For Letters of Credit Address: The First National Bank of Chicago 300 S.Riverside Suite 0236-7th Floor Chicago, Illinois United States of America Attention: Louis Virgo, Operations Officer Telephone: 1 312 954 1928 Telefax: 1 312 954 1963 / 001 312 954 1964 KREDIETBANK (NEDERLAND) N.V. By: Address: Westersingel 88 3015 LC Rotterdam The Netherlands Attention: Mr. H. Langstraat Telephone: 31 10 43 68 399 Telefax: 31 10 43 66 335 TABLE OF CONTENTS Page PART 1 DEFINITIONS AND INTERPRETATION 1. Definitions and Interpretation............................................1 PART 2 THE FACILITIES; ADDITIONAL BORROWERS 2. The Facilities...........................................................15 PART 3 UTILISATION OF THE REVOLVING CREDIT FACILITY 3. Utilisation of the Revolving Credit Facility.............................17 PART 4 UTILISATION OF THE LETTER OF CREDIT FACILITY 4. Utilisation of the Letter of Credit Facility.............................20 5. Indemnity................................................................22 6. Letter of Credit Fees and Fronting Fee...................................23 PART 5 UTILISATION OF THE SWING-LINE FACILITY 7. Utilisation of the Swing-Line Facility...................................24 PART 6 UTILISATIONS OF THE SHORT-TERM ADVANCES FACILITY 8. Request for offers.......................................................26 9. Offers for Short-Term Advances...........................................27 10. Offers by the Short-Term Advances Agent or its Affiliates................27 11. Acceptance of Offers.....................................................28 12. Making of Short-Term Advances............................................28 PART 7 INTEREST 13. Interest on Revolving Credit Advances....................................30 14. Interest on Swing-Line Advances..........................................30 15. Interest on Short-Term Advances..........................................30 PART 8 REPAYMENT AND CANCELLATION 16. Repayment of Advances....................................................31 17. Cancellation.............................................................31 PART 9 RISK ALLOCATION 18. Taxes....................................................................32 19. Tax Receipts.............................................................32 20. Increased Costs..........................................................33 21. Mitigation...............................................................34 22. Market Disruption........................................................35 PART 10 REPRESENTATIONS, WARRANTIES, UNDERTAKINGS AND EVENTS OF DEFAULT 23. Representations and Warranties...........................................36 24. Undertakings.............................................................39 25. Events of Default........................................................42 PART 11 GUARANTEE 26. Guarantee and Indemnity..................................................46 PART 12 DEFAULT INTEREST AND INDEMNITY 27. Default Interest and Indemnity...........................................49 PART 13 PAYMENTS 28. Currency of Account and Payment..........................................51 29. Payments.................................................................51 30. Setoff...................................................................53 31. Sharing..................................................................53 PART 14 FEES, COSTS AND EXPENSES 32. Fees.....................................................................55 33. Costs and Expenses.......................................................55 PART 15 AGENCY PROVISIONS 34. The Agents, the Arrangers and the Banks..................................57 PART 16 ASSIGNMENTS AND TRANSFERS 35. Assignments and Transfers................................................61 PART 17 MISCELLANEOUS 36. Calculations and Evidence of Debt........................................63 37. Remedies and Waivers, Partial Invalidity.................................63 38. Amendments...............................................................64 39. Notices..................................................................65 PART 18 LAW AND JURISDICTION 40. Law and Jurisdiction.....................................................67 THE SCHEDULES The First Schedule : The Banks The Second Schedule : Form of Transfer Certificate The Third Schedule : Condition Precedent Documents The Fourth Schedule : Utilisation Request The Fifth Schedule : Material Subsidiaries The Sixth Schedule : Existing Letters of Credit The Seventh Schedule : Opinion of Borrowers' Netherlands and United States Counsel The Eighth Schedule : Supplemental Agreement

Basic Info X:

Name: AMENDMENT AND RESTATEMENT AGREEMENT
Type: Amendment and Restatement Agreement
Date: Oct. 2, 1998
Company: GIANT FOOD INC
State: Delaware

Other info:

Date:

  • SEPTEMBER 7 , 1998
  • 7th day of September 1998
  • December , 1996
  • December 1996
  • March 1994
  • August 1994
  • January 1996
  • January 1995
  • December 1995
  • Saturday
  • Sunday
  • last day of the relevant quarter
  • last day of the Term thereof
  • November 1996
  • 1633 Broadway
  • 31 75
  • 7392 31 20 628 4367 31 20 628 7423 31 20 628 6450
  • 31 20 6514
  • 31 20 555 4202
  • 31 30 216 3445
  • 1 235 69 79 41 1 235 33 73
  • 31 20 520 4400
  • 31 20 5045
  • Westersingel 88 3015
  • 31 10 43 68

Organization:

  • AHOLD N.V. AHOLD U.S.A.
  • Multicurrency Revolving Credit Agreement
  • AHOLD N.V. AHOLD USA HOLDINGS
  • ABN AMRO BANK N.V. CHASE INVESTMENT BANK LIMITED J.P. MORGAN SECURITIES LTD.
  • Clifford Chance Amsterdam <
  • Available Letter of Credit Commitments
  • Letter of Credit Commitment of a Bank
  • European Community Regulations
  • The Stop & Shop Companies , Inc.
  • The Shop & Stop Master Trust
  • Chase Manhattan Bank as Agent
  • United States Federal Reserve System
  • Federal Reserve Bank of New York
  • Dollar Amount of Swing-Line Advances
  • Standard & Poor
  • Moody 's Investors Service , Inc.
  • British Bankers ' Association Settlement Rates
  • First Schedule Swing-Line Banks
  • Second Schedule Form of Transfer Certificate
  • District of Columbia
  • Fourth-Schedule Utilisation Request
  • Subtitle E of Title IV of ERISA
  • Dutch Civil Code
  • Third Schedule Condition Precedent Documents
  • Delivery of Utilisation Request
  • Revolving Credit Advances
  • Revolving Credit Bank
  • Utilisation Request for Letters of Credit
  • Available Letter of Credit Facility
  • Letter of Credit the Issuing Bank
  • Financial Letter of Credit
  • Non Financial LC Commission Rate
  • Swing-Line Commitment and Letter of Credit Commitment
  • United States Internal Revenue Service
  • Facility Office of such Bank
  • the State of Delaware
  • Event of Default or Potential Events of Default
  • the Finance Documents
  • Board of Governors of the Federal Reserve System
  • US Securities Exchange
  • Net Interest Expense to Net Interest Expense
  • Quarterly Financial Periods
  • AHOLD USA Ahold USA
  • Federal Funds Rate
  • Event of Default or Potential Event of Default
  • Facility Office of each Bank
  • Letters of Credit Fees
  • Reference Bank or Bank
  • CT Corporation System
  • Chase Manhattan Bank 61,000,000 Morgan Guaranty Trust Company
  • First National Bank of Boston 57,000,000 Bayerische Landesbank International S.A.
  • Deutsche Bank AG 57,000,000 Fleet National Bank 57,000,000 Dai-Ichi Kangyo Bank Nederland N.V.
  • Utrecht Branch 57,000,000 SBC 57,000,000 Union Bank of Switzerland 57,000,000 Westdeutsche Landesbank Girozentrale
  • The Bank of New York 38,000,000 Banque Paribas Nederland N.V.
  • First National Bank of Chicago 38,000,000 Kredietbank Nederland N.V.
  • Swing-Line Banks Bank Commitment
  • Chase Manhattan Bank 36,666,666.66 Morgan Guaranty Trust Company
  • Bank of New York 30,000,000.00 Bayerische Landesbank Girozentrale
  • Chase Manhattan Bank TRANSFER
  • Bank 's Commitment Portion Transferred Swing-Line Commitment Portion Transferred Letter of Credit Commitment Portion Transferred 5
  • Repayment Date of Revolving Credit Advance s Portion Transferred Term
  • Repayment Date of Letters of Credit Portion Transferred Term and Repayment Date of Swing-Line Advances Portion Transferred Term
  • Repayment Date of Short-Term Advances Portion Transferred [ Transferor Bank ] [ Transferee Bank
  • Administrative Details of Transferee AddressMain Office
  • THE THIRD SCHEDULE Condition Precedent Documents 1
  • Chamber of Commerce
  • Principal Company Raad
  • Original Financial Statements
  • Koninklijke Ahold N.V.
  • Ahold USA Holdings , Inc.
  • Chase Manhattan Bank as Facility
  • Chase Manhattan International Limited as Multicurrency Facility Agent
  • Existing Letter of Credit ]
  • Giant Food Stores , Inc. Ahold Vastgoed B.V
  • Inc. Schuitema N.V
  • Expiry Date of Credit 09.10.89 The First National Bank of Chicago
  • First National Bank of Chicago 31449919
  • First National Bank of Chicago 31449921
  • Chase Manhattan Bank ]
  • Memorandum and Articles of Association
  • Third Schedule of the Facility Agreement
  • EA Amsterdam The Netherlands
  • London Wall London EC2Y 5AJ United Kingdom J.P. MORGAN SECURITIES LTD.
  • Victoria Embankment London EC4Y 0JP United Kingdom
  • Trinity Tower 9 Thomas More Street London E1 9YT United Kingdom Attention
  • Maartje Kuit Telephone
  • For Swing-Line Advances Address
  • European Loan Services 125 London Wall London EC2Y 5AJ United Kingdom Attention
  • European Loan Services Telephone
  • Transaction Management Telefax
  • Victoria Embankment London EC4Y O5P United Kingdom Attention
  • J.P. Morgan Services Inc.
  • BE Amsterdam Z.O
  • Deutsche Bank de Bary N.V. FXMM Settlements Herengracht
  • National Banking Telephone
  • ING BANK N.V.
  • EA Zaandam The Netherlands Attention
  • BOF Loan Administration Telephone
  • High Timber Street London EC4V 3SB United Kingdom Attention
  • Swiss Bank Corporation
  • Banking Finance Support Telephone
  • Moorgate London EC2R 6AE United Kingdom Attention
  • BARCLAYS BANK PLC
  • 5th Floor St. Swithin 's House 11-12 St. Swithin 's Lane London EC4N 8AS United Kingdom Attention
  • First Chicago House 90 Long Acre London WC2E 9RB United Kingdom Attention
  • Illinois United States of America Attention

Location:

  • United Kingdom
  • Optional Currency
  • U.S.
  • US Obligor
  • New York City
  • New York N.Y.
  • Transferee
  • United States Counsel
  • England
  • Zaandam The Netherlands
  • Atlanta Plaza
  • Georgia United States of America
  • Park Avenue New York
  • MANHATTAN
  • Stanton Christiana Road Newark
  • Delaware
  • Dedham
  • Mass
  • Luxembourg Luxembourg
  • Lexington Avenue New York
  • N.A.
  • 7th Floor Long Island City
  • Boston
  • GA 30309 United States of America
  • Zurich Switzerland
  • LONDON
  • Atrium
  • Amsterdam The Netherlands
  • Chicago
  • Rotterdam

Money:

  • $ 400,000,000
  • $ 600,000,000
  • 80 per cent
  • $ 100,000,000
  • $ 200,000,000
  • $ 5,000,000
  • $ 10,000,000
  • $ 25,000,000
  • $ 1,000,000,000

Person:

  • Ernie J. Smith
  • Albert Heijnweg
  • Norbert Berger
  • Paul Freischlag
  • Joseph Harber
  • Steve Horford
  • Ruud Farenhorst
  • Agnes Knigge-Dekker
  • Jim Fraeyhoven
  • Doreen Yip
  • Barbara Tsiakaros
  • Nick Gittins
  • Tina Holes
  • Anne Whittaker
  • Hilma Gabbidon
  • Alex Cornwell
  • Ray Mayers
  • Donna Davis
  • Kendal Hinmon
  • Susan Santos
  • Larry Faccini
  • Cheryl Troy Telephone
  • Jean Monnet
  • P. Lang
  • Patricia Sanchez
  • Hans P. Verdoes
  • Stephanie Tackore
  • Fancia Castillo
  • Gordon Kilby
  • Joost van Leeuwen
  • M.H
  • G.J
  • Richard Polkerman
  • Paul Hardy
  • Marisa Reonegro
  • Claude Aklin
  • Douglas Edwards
  • Stewart Nutt
  • Patricia Botler
  • Terry Blackborn
  • Wilson Mastrandrea
  • R. van de Vondervoort
  • Sharon Carter
  • Victor J. van der Linden
  • Louis Virgo
  • H. Langstraat

Time:

  • 4.00 p.m.
  • 11.00 a.m.

Percent:

  • 10 %
  • 15 %
  • 100 %