-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LDN/o/ygpx69EHA38/ggjTFvNywJ9vj03/PQ8qHleAuuATpDTG9c03v1l18MVsQ1 ujozF7qiQUlyPFnGLlXXfg== 0000950127-01-000250.txt : 20010410 0000950127-01-000250.hdr.sgml : 20010410 ACCESSION NUMBER: 0000950127-01-000250 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010403 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEAPOD INC CENTRAL INDEX KEY: 0001036992 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 364118175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-53105 FILM NUMBER: 1592925 BUSINESS ADDRESS: STREET 1: 9933 WOODS DR STREET 2: STE 375 CITY: SKOKIE STATE: IL ZIP: 60077 BUSINESS PHONE: 8475839400 MAIL ADDRESS: STREET 1: 9933 WOODS DRIVE STREET 2: STE 375 CITY: SKOKIE STATE: IL ZIP: 60077 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL AHOLD CENTRAL INDEX KEY: 0000869425 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-GROCERY STORES [5411] IRS NUMBER: 000000000 FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ALBERT HEIJNWEG 1 STREET 2: P O BOX 33 CITY: 1500 EA ZAANDAM THE STATE: P7 MAIL ADDRESS: STREET 1: C/O WHITE & CASE LLP STREET 2: 1155 AVENUE OF THE AMERICUS CITY: NEW YORK STATE: NY ZIP: 10036-2787 SC 13D/A 1 0001.txt AMENDMENT NO. 5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ AMENDMENT NO. 5 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 Peapod, Inc. -------------------- (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 704718105 (CUSIP Number) Mr. A.H.P.M. van Tielraden with copies to: Koninklijke Ahold N.V. John Reiss, Esq. Albert Heijnweg 1 White & Case LLP 1507 EH Zaandam 1155 Avenue of the Americas The Netherlands New York, NY 10036 011-31-75-659-9111 212-819-8200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) CUSIP No. 704718105 ================================================================================ - -------- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Koninklijke Ahold N.V. I.R.S. IDENTIFICATION NO. 000000000 - -------- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------- ----------------------------------------------------------------------- 3 SEC USE ONLY - -------- ----------------------------------------------------------------------- 4 SOURCE OF FUNDS Not applicable. - -------- ----------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) - -------- ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands - ----------------------------------- ------- ------------------------------------ NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 58,262,727 (1) (2) EACH REPORTING PERSON WITH ------- ------------------------------------ 8 SHARED VOTING POWER None ------- ------------------------------------ 9 SOLE DISPOSITIVE POWER 58,262,727 (1) (2) ------- ------------------------------------ 10 SHARED DISPOSITIVE POWER None - -------- ----------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 58,262,727 (1) (2) - -------- ----------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------- ----------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.8% (2) - -------- ----------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------- ----------------------------------------------------------------------- (1) The shares of common stock of Peapod, Inc. (the "Issuer") covered by this report are (a) purchasable by Koninklijke Ahold N.V. ("Ahold") upon conversion or exercise of (i) 726,371 shares of Series C Convertible Preferred Stock (the "Series C Shares") of the Issuer which would initially be convertible into 19,369,873 shares of Common Stock, representing approximately 51.8% of the total outstanding shares of Common Stock as of March 30, 2001 (based on information received from the Issuer and treating as outstanding for this purpose the shares of Common Stock subject to conversion under the Series C Convertible Preferred Stock), (ii) the warrant (the "Previously Issued Warrant") granted by the Issuer to Ahold pursuant to the Warrant Agreement dated as of April 10, 2000, to initially purchase 100,000 shares of Common Stock, (iii) the warrant (the "Warrant (Credit Agreement)") dated as of April 14, 2000, to initially purchase 3,566,667 shares of Common Stock, and (iv) the warrant (the "Warrant (Preferred Stock)", and together with the Previously Issued Warrant and the Warrant (Credit Agreement), the "Warrants")) dated as of June 30, 2000, to initially purchase 32,894,270 shares of Common Stock, and (b) 2,331,917 shares of Common Stock which Ahold owns, representing with the shares of common stock issuable upon conversion of the Series C Shares approximately 58.1% of the total outstanding shares of Common Stock as of March 30, 2001 (based on information received from the Issuer and treating as outstanding for this purpose the shares of Common Stock issuable upon conversion of the Series C Shares). Prior to the exercise of the Warrants, Ahold is not entitled to any rights as a shareholder of the Issuer as to the shares issuable upon exercise of the Warrants. The Warrants may be exercised at any time. (2) Based on information received from the Issuer, the number of shares indicated represents approximately 78.8% of the total outstanding shares of Common Stock as of March 30, 2001 (treating as outstanding for this purpose the shares of Common Stock subject to conversion under the Series C Shares and the shares of Common Stock subject to exercise under the Warrants). This Amendment No. 5 amends and supplements the Schedule 13D filed on April 24, 2000 as amended by Amendment No. 1 to Schedule 13D filed on June 30, 2000, Amendment No. 2 to Schedule 13D filed on October 11, 2000, Amendment No. 3 to Schedule 13D filed on October 16, 2000 and Amendment No. 4 to Schedule 13D filed on March 5, 2001, relating to the shares of common stock, $0.01 par value per share ("Common Stock"), of Peapod, Inc., a Delaware corporation (the "Issuer"), the principal executive offices of which are located at 9933 Woods Drive, Skokie, Illinois 60077. Terms not otherwise defined herein shall have the respective meaning given to such terms in the Schedule 13D filed on April 24, 2000. Item 4. Purpose of the transaction. Items 4(a) to (j) is hereby amended by adding immediately before the penultimate paragraph of the item the following: "Second Amendment to Credit Agreement. As of March 30, 2001 the Issuer and Ahold entered into a Second Amendment to Credit Agreement (the "Second Amendment") amending the Credit Agreement to increase the amount of Loans that the Borrower may borrow in any one calendar month from $3,000,000 to $6,000,000, a copy of which is filed as Exhibit 10.15 hereto. Letter regarding payment of dividends and interest On March 30, 2001 Ahold sent a letter (the "Letter") to the Issuer stating that Ahold will not demand payment of (i) dividends on the Series C Shares (and the previously held Series B Shares) which were due on September 30 and December 31, 2000, (ii) future dividend payments on the Series C Shares and (iii) interest payments under the Credit Agreement, in each case until the receipt of cash proceeds by the Issuer from a debt or equity financing transaction, a copy of which is filed as Exhibit 10.16 hereto. The dividends on the Series C Shares (and the previously held Series B Shares) and interest under the Credit Agreement will continue to accumulate and accrue in accordance with their respective terms, and will become due and payable in full on receipt of cash proceeds by the Issuer from a debt or equity financing transaction. Assignment of Option to Purchase and Grant of Option to Purchase. As of March 29, 2001 the Issuer and ARP Lake Zurich LLP ("ARP"), an indirect wholly owned subsidiary of Ahold, entered into an Assignment of Option to Purchase and Grant of Option to Purchase, whereby (a) the Issuer assigned to ARP an option (the "Land Option") to purchase certain land in Illinois, and (b) ARP granted to the Issuer an option to purchase that same land for a purchase price equal to the actual costs incurred by ARP to acquire, hold and maintain the land, plus an additional 8% per annum, and otherwise on the same terms and conditions as the Land Option. On March 29, 2001, ARP exercised the Land Option to purchase the land for a purchase price of $826,735.85." Item 5. Interest in Securities of the Issuer. Item 5(a) is hereby amended and restated in its entirety to read as follows: "(a) Through its holding of 2,331,917 shares of Common Stock and upon conversion of the Series C Shares and exercise of the Warrants, Ahold may be deemed to be the beneficial owner of 58,262,727 shares of Common Stock, which would represent approximately 78.8% of the shares of Common Stock outstanding as of March 30, 2001 (based on information received from the Issuer and treating as outstanding for this purpose the shares of Common Stock subject to the Series C Shares and the Warrants)." Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 is hereby amended by adding after the final paragraph of the item the following: "Ahold sent the Letter to the Issuer stating that Ahold will not demand the payment of (i) dividends on the Series C Shares (and the previously held Series B Shares) which were due on September 30 and December 31, 2000, (ii) future dividend payments on the Series C Shares and (iii) interest payments under the Credit Agreement, in each case until the receipt by the Issuer of cash proceeds from a debt or equity financing transaction. The dividends on the Series C Shares (and the previously held Series B Shares) and interest under the Credit Agreement will continue to accumulate and accrue in accordance with their respective terms." Item 7. Material to be Filed as Exhibits. Item 7 is hereby amended by adding after the final paragraph of the item the following: "10.15 Second Amendment to Credit Agreement, dated as of March 30, 2001. 10.16 Letter regarding payment of dividends and interest, dated March 30, 2001." SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 3, 2001 KONINKLIJKE AHOLD N.V. By: /s/ A. M. Meurs ---------------------------------- Name: A. M. Meurs Title: Executive Vice President EXHIBIT INDEX 10.15 Second Amendment to Credit Agreement, dated as of March 30, 2001. 10.16 Letter regarding payment of dividends and interest, dated March 30, 2001. EX-10.15 2 0002.txt SECOND AMENDMENT TO LETTER OF CREDIT SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment"), dated as of March 30, 2001, among PEAPOD, INC., a Delaware corporation (the "Borrower"), and KONINKLIJKE AHOLD NV (the "Lender"). All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Credit Agreement referred to below. W I T N E S S E T H: ------------------- WHEREAS, the Borrower and the Lender are parties to a Credit Agreement dated as of April 14, 2000, as amended by the First Amendment to the Credit Agreement dated as of February 26, 2001 (such amendment, the "First Amendment" and, together with credit agreement, the "Credit Agreement"); WHEREAS, the Borrower desires to, from the effective date of this Second Amendment until the date of receipt of cash proceeds from a debt or equity financing transaction including, without limitation, a public offering of capital stock of the Company (the "Financing Transaction"), increase the amount of Loans it can incur in any one calendar month under the Credit Agreement from $3,000,000 to $6,000,000, and the Lender is willing to consent to such increase; WHEREAS, the Borrower has requested that the Lender waive the condition under the First Amendment that the Borrower shall have delivered mortgages with respect to leasehold interests of the Borrower prior to the Borrower making additional borrowings in excess of $6,000,000 in the aggregate and $3,000,000 in any one month, and the Lender is willing to consent to such waiver on the terms and conditions set forth below; and WHEREAS, the parties hereto wish to amend the Credit Agreement and the First Amendment to reflect such changes; NOW, THEREFORE, it is agreed that: 1. Amendments. (a) Section 1.01(b) of the Credit Agreement is hereby amended to read in its entirety as follows: "1.01(b) The Borrower may not (i) (A) prior to the date of receipt of cash proceeds by the Borrower from a debt or equity financing transaction including, without limitation, a public offering of capital stock of the Company (the "Financing Transaction"), incur Loans in excess of $6,000,000 (exclusive of Loans made to repay the Term Note or other obligations owing to the Lender or its Affiliates) in principal amount in any calendar month (or such greater amount as the Lender and the Borrower shall agree), and (B) after the Financing Transaction, incur Loans in excess of $3,000,000 (exclusive of Loans made to repay the Term Note or other obligations owing to the Lender or its Affiliates) in principal amount in any calendar month (or such greater amount as the Lender and the Borrower shall agree), (ii) incur Loans more than four times in any calendar month and (iii) incur Loans in excess of the amount of the budgeted cash flow requirements of the Borrower for its operations for the two week period following the Borrowing thereof, as set forth in a budget provided by the Borrower to the Lender and reasonably acceptable to the Lender; provided, however, it being understood that the Lender shall not object to the amount of the Borrowing request on the Second Borrowing Date to the extent such request is for an amount not to exceed $1,500,000." (b) Section 6 of the Credit Agreement is hereby amended by inserting therein the following new Section 6.12: "6.12 Leasehold Mortgages. The Borrower shall, as promptly as practicable, but in no event later than the date of the Financing Transaction (i) duly execute and deliver to the Lender Mortgages with respect to real estate leasehold interests of the Borrower, and shall use commercially reasonable efforts to obtain consent and execution of such Mortgages by the owner/lessor of the leased real proprtery, as reasonably specified by the Lender in proper form for filing or recording in each appropriate public office, (ii) deliver to the Lender an opinion of counsel to the Borrower, in form and substance satisfactory to the Lender, as to the Mortgages and as to such other customary matters as the Lender shall specify, and (iii) deliver to the Lender such other documents and instruments as the Lender shall reasonably specify with respect to the Mortgages.". (c) The following new definition is hereby added, in appropriate and alphabetical sequence, in Section 9 of the Credit Agreement: "'Financing Transaction' shall have the meaning provided in Section 1.01(b)." (d) Section 2(a) of the First Amendment is hereby amended to read in its entirety as follows: "(a) the Borrower has full power and authority to execute, deliver and perform this Amendment and each Mortgage (collectively, together with the UCC financing statements referred to in Section 3 below, the 'Amendment Documents')". (e) Section 3 of the First Amendment is hereby amended to read in its entirety as follows: "3. Conditions to Effectiveness and to Additional Borrowings. (a) Section 1 hereof, and the amendments to the Credit Agreement made pursuant thereto, shall become effective upon the execution and delivery of counterparts of this Amendment by the Borrower and the Lender; provided, however, that until the delivery to the Lender of all documents and instruments specified in paragraphs (i) through (vi) below, in form and substance satisfactory to the Lender, the Lender shall not hereafter be obligated to lend to the Borrower more than $6,000,000 in aggregate principal amount or more than $3,000,000 in any one month (and the obligation to make any such Loans shall in any event be subject to the satisfaction of the conditions precedent set forth in Section 4B of the Credit Agreement before giving effect to the amendments to the Credit Agreement provided for herein): (i) UCC-11 search results for the Borrower and its subsidiaries in each jurisdiction specified by the Lender; (ii) UCC financing statements with respect to the Collateral, listing the Borrower and/or its subsidiaries, as specified by the Lender, as debtor and the Lender as secured party and in proper form for filing in each jurisdiction specified by the Lender; (iii) Patent, trademark and copyright collateral assignments with respect to any registered patents, trademarks and copyrights of the Borrower and its subsidiaries specified by the Lender; (iv) Resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of each Amendment Document; (v) Opinion of Sidley & Austin, counsel to the Borrower, in form and substance satisfactory to the Lender, as to the Amendment Documents, the transaction contemplated thereby and as to such other customary matters as the Lender shall specify; and (vi) Such other documents and instruments as the Lender shall reasonably specify.". 3. Representations and Warranties. The Borrower repeats and reaffirms the representations and warranties made by it in Section 5 of the Credit Agreement with the same effect as though such representations and warranties were made on and as of the date hereof (and for such purpose all references in said representations and warranties to "this Agreement" shall refer to the Credit Agreement as amended hereby), and the Borrower hereby further represents and warrants to the Lender that (a) the Borrower has full power and authority to execute, deliver and perform this Second Amendment; (b) this Second Amendment has been duly executed and delivered by the Borrower and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; (c) the execution, delivery and performance by the Borrower of this Second Amendment does not violate, conflict with or constitute a breach of the Borrower's articles or certificate of incorporation or By-law, any law applicable to it or any court order, contract or agreement by which it or its properties are bound; and (d) no consent, approval or authorization of, or filing with, any governmental authority, and no consent of any other Person, is required in connection with the Borrower's execution, delivery, and performance of this Second Amendment, except for those already duly obtained. 4. Conditions to Effectiveness and to Additional Borrowings. Section 1 hereof, and the amendments to the Credit Agreement made pursuant thereto, shall become effective upon the execution and delivery of counterparts of this Second Amendment by the Borrower and the Lender and delivery to the Lender of all documents and instruments specified in paragraphs (a) through (c) below, in form and substance satisfactory to the Lender: (a) Resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Second Amendment; (b) Opinion of Sidley & Austin, counsel to the Borrower, in form and substance satisfactory to the Lender, as to this Second Amendment and as to such other customary matters as the Lender shall specify; and (c) Such other documents and instruments as the Lender shall reasonably specify. 5. Miscellaneous. (a) Expenses. Without limiting the Borrower's obligations under Section 10.01 of the Credit Agreement, the Borrower agrees to pay all costs and expenses incurred by the Lender (including, without limitation, reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, filing and recordation of this Second Amendment. (b) WAIVER OF JURY TRIAL. THE BORROWER WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM, COUNTERCLAIM, ACTION OR OTHER PROCEEDING ARISING UNDER OR RELATING TO THIS SECOND AMENDMENT AND THE CREDIT AGREEMENT AS AMENDED HEREBY. (c) WAIVER OF CERTAIN CLAIMS. THE BORROWER HEREBY IRREVOCABLY WAIVES AND RELEASES ANY CLAIMS FOR PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (OR SIMILAR CLAIMS) WHICH IT MAY NOW OR AT ANY TIME HEREAFTER HAVE AGAINST THE LENDER HEREUNDER, UNDER ANY CREDIT DOCUMENT OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN. (d) Governing Law. This Second Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws rules thereof which would make the laws of any other jurisdiction applicable to this Second Amendment. (e) Continuing Effectiveness of Credit Agreement. Except as expressly amended hereby, all terms, conditions, covenants, representations and warranties contained in the Credit Agreement or any other Credit Document, and all rights of the Lender and obligations of the Borrower thereunder, shall remain in full force and effect. The Borrower confirms that the Credit Agreement and all other Credit Documents are in full force and effect and that the Borrower has no defenses, setoffs or counterclaims whatsoever to its obligations thereunder. (f) No Third Party Beneficiaries. No Person other than the parties hereto shall have any rights hereunder or be entitled to rely on this Second Amendment, and all third-party beneficiary rights are hereby expressly disclaimed. (g) Reference in Credit Documents. From and after the date this Second Amendment becomes effective, all references to "Credit Agreement" in any Credit Document shall be to the Credit Agreement as amended hereby and as it may be further amended, modified, supplemented or restated hereafter. (h) Effectiveness. This Second Amendment shall become effective when counterparts of this Second Amendment are signed and delivered (including delivery by facsimile transmission) by each party hereto. (i) Counterparts. This Second Amendment may be executed in any number of separate counterparts, all of which taken together shall be deemed to constitute one and the same instrument, and all signatures need not appear on any one counterpart. Any party hereto may execute and deliver a counterpart of this Second Amendment by delivering to the other party, by facsimile transmission, the signature page of this Second Amendment signed by such party. Any party so delivering by facsimile transmission a counterpart of this Second Amendment signed by it shall promptly thereafter also deliver a manually signed counterpart of this Second Amendment to the other party. * * * * * IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Second Amendment as of the date first above written. Borrower PEAPOD, INC. By: /s/ M. van Gelder -------------------- Name: M. van Gelder Title: President & Chief Executive Officer IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Second Amendment as of the date first above written. Lender KONINKLIJKE AHOLD NV By: /s/ A. M. Meurs ------------------------ Name: A. M. Meurs Title: Executive Vice President EX-10.16 3 0003.txt LETTER REGARDING PAYMENT OF DIVIDENDS AND INTEREST March 30, 2001 Peapod, Inc. 9933 Wood Drive Skokie, IL 60077 Attn.: Marc van Gelder Dear Sirs: We refer to (a) Section 3(b) of the Certificate of Designations of Series B Convertible Preferred Stock of Peapod, Inc. (the "Series B Certificate of Designations") designating the Series B Convertible Stock, par value $0.01 per share (the "Series B Preferred Stock") of Peapod, Inc., a Delaware corporation ("Peapod"), which was filed with the Secretary of State of the State of Delaware on June 29, 2000, (b) the waiver letter to Peapod dated September 30, 2000 (the "September Waiver Letter"), whereby we waived our right to receive payment on September 30, 2000 of any accumulated and unpaid dividends (the "September Dividend") on the Series B Preferred Stock that would otherwise be due and payable on September 30, 2000, on the condition that such dividend shall accumulate and be compounded in accordance with the terms of the Series B Certificate of Designations and that we shall have the right at any time to demand payment of such accumulated but unpaid dividend, and (c) Section 6.1 of the Exchange Agreement and First Amendment to Purchase Agreement (the "Exchange Agreement") dated as of October 12, 2000, whereby Peapod agreed that the September Dividend was due and owing to us and, notwithstanding the Exchange (as defined in the Exchange Agreement), that it shall be accumulated, compounded and paid in accordance with the terms of the Series B Certificate of Designations. We also refer to (a) Section 3(b) of the Certificate of Designations of Series C Convertible Preferred Stock of Peapod, Inc. (the "Series C Certificate of Designations") designating the Series C Convertible Stock, par value $0.01 per share (the "Series C Preferred Stock") of Peapod, dated October 11, 2000, as amended, and (b) the waiver letter to Peapod dated on or about December 31, 2000 (the "December Waiver Letter"), whereby we waived our right to receive payment on December 31, 2000 of any accumulated and unpaid dividends (the "December Dividend") on the Series C Preferred Stock that would otherwise be due and payable on December 31, 2000, on the condition that such dividend shall accumulate and be compounded in accordance with the terms of the Series C Certificate of Designations and that the holder of Series C Preferred Stock (the "Series C Holder") shall have the right at any time to demand payment of such accumulated but unpaid dividend. We hereby (a) continue to waive our right to receive payment of the September Dividend and the December Dividend on the due date of such dividends, and (b) waive our right to receive (i) future dividend payments on the Series C Preferred Stock on the due date for such dividend, and (ii) interest payments under the Credit Agreement dated as April 14, 2000, as amended, (the "Credit Agreement") on the due date for such interest payments, provided, that, upon the receipt by Peapod of cash proceeds from a debt or equity financing transaction including, without limitation, a public offering of capital stock of Peapod (a "Financing Transaction"), Peapod shall pay to (i) us the September Dividend as accumulated and compounded in accordance with the terms of the Series B Certificate of Designations, (ii) the Series C Holder the December Dividend and all other accumulated but unpaid dividends under the Series C Preferred Stock, as accumulated and compounded in accordance with the terms of the Series C Certificate of Designations, and (iii) the Lender under the Credit Agreement, all overdue interest under the Credit Agreement in accordance with Section 1.04(c) of the Credit Agreement. We hereby agree that until the date of a Financing Transaction, we shall not (i) demand payment of the September Dividend as accumulated and compounded in accordance with the terms of the Series B Certificate of Designations, (ii) demand payment of the December Dividend and all other accumulated but unpaid dividends under the Series C Preferred Stock, as accumulated and compounded in accordance with the terms of the Series C Certificate of Designations, (iii) demand payment of interest or overdue interest under the Credit Agreement, and (iv) transfer the Series C Preferred Stock to any third party unless we shall have caused the transferee to provide Peapod with a written waiver regarding the payment of dividends on the Series C Preferred Stock on the same terms and conditions as this letter. Nothing in this letter shall be deemed a waiver of any other term of the Certificate of Designations. KONINKLIJKE AHOLD, N.V. By: /s/ A. M. Meurs ------------------------ Name: A. M. Meurs Title: Executive Vice President AGREED AND ACCEPTED: PEAPOD, INC. By: /s/ M. van Gelder ---------------------- Name: M. van Gelder Title: President & Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----