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Exhibit 4.5

Dated            29
April, 2002

ALFA LAVAL SPECIAL FINANCE ABas Intra-Group Creditor

ALFA LAVAL CREDIT FINANCE ABas Intra-Group Debtor

SEB MERCHANT BANKING, DEBT CAPITAL MARKETS a unit within SKANDINAVISKA  ENSKILDA BANKEN AB (publ)as Facility Agent

THE BANKS AND OTHER FINANCIAL INSTITUTIONS  LISTED IN SCHEDULE 1as Lenders

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INTERCREDITOR AGREEMENT

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SHEARMAN & STERLING

GRAPHIC

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CONTENTS



|CLAUSE    
|----------
|1.        
|2.        
|3.        
|4.        
|5.        
|6.        
|7.        
|8.        
|9.        
|10.       
|SCHEDULE 1
|          
|SCHEDULE 2
|          

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THIS AGREEMENTis made on            29 April, 2002

BETWEEN:-

NOW IT IS HEREBY AGREEDas follows:-

1.    INTERPRETATION



"Default" and "Event of Default" each having the same meaning as in the Facilities
Agreement;



"Enforcement Actions" means any action whatsoever to:-



"Enforcement Date" means the date on which the Facility Agent first takes Enforcement Action;



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"Transferee" has the meaning given to it in Clause 9.2(a) (Assignments and Transfers by
Lenders); and

"Transferor" has the meaning given to it in Clause 9.2(a) (Assignments and Transfers by
Lenders).



2.    RANKING OF DEBT



3.    FUNDING LOAN

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without
the prior written consent of the Facility Agent.







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4.    SUBORDINATION ON INSOLVENCY



4

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5.    APPLICATION OF RECOVERIES

and
pending such application shall be held on trust by the Facility Agent for the beneficiaries entitled to it.

6.    PROTECTION OF SUBORDINATION

5

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7.    NOTICES







8.    CHANGES TO PARTIES

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9.    GOVERNING LAW AND SUBMISSION TO JURISDICTION

10.  MISCELLANEOUS

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IN WITNESSwhereof this Agreement has been duly executed the day and year first before written.

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SCHEDULE 1

The Lenders

Skandinaviska
Enskilda Banken AB (publ)
Svenska Handelsbanken AB (publ)

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SCHEDULE 2

Form of Lender Accession Deed

THIS DEEDis made on [        ]

BETWEEN:-

RECITAL:-



NOW THIS DEED WITNESSESas follows:-

1.    Definitions

Terms
defined in the Intercreditor Agreement shall have the same meaning when used in this Deed.

2.    Accession of New Lender

Address:
[        ]

Facsimile:
[        ]

Attention:
[        ]

3.    Law

This
Deed shall be governed by and construed in all respects in accordance with English law.

4.    Counterparts

The
Deed may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

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5.    Third Party Rights

A
person who is not a party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any terms of this Deed.

IN WITNESSwhereof this Deed has been duly executed the day and year first before written.

The New Lender

|EXECUTED as a Deed by                                 |                                        | )
|----------------------------------------------------- | -------------------------------------- | -
|                                                      |                                        | )
|                                                      |                                        | )
|acting by                                             |                                        | )
|and                                                   |                                        | )
|Director                                              |                                        |  
|Director/Secretary                                    |                                        |  
|The Facility Agent                                    |                                        |  
|EXECUTED as a Deed by                                 |                                        | )
|SEB MERCHANT BANKING, DEBT CAPITAL MARKETS            |                                        | )
|a unit within SKANDINAVISKA ENSKILDA BANKEN AB (publ) |                                        | )
|acting by                                             |                                        | )
|and                                                   |                                        | )
|Director                                              |                                        |  
|Director/Secretary                                    |                                        |  
|The Intra-Group Creditor                              |                                        |  
|ALFA LAVAL SPECIAL FINANCE AB                         |                                        |  
|By:                                                   |                                        |  
|                                                      | /s/SIGGE HARALDSSON/s/THOMAS THURESSON |  

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|The Intra-Group Debtor                                                                           |                                        | 
|------------------------------------------------------------------------------------------------ | -------------------------------------- | 
|ALFA LAVAL CREDIT FINANCE AB                                                                     |                                        | 
|By:                                                                                              |                                        | 
|                                                                                                 | /s/SIGGE HARALDSSON/s/THOMAS THURESSON | 
|The Facility Agent                                                                               |                                        | 
|SEB MERCHANT BANKING, DEBT CAPITAL MARKETS a unit within SKANDINAVISKA ENSKILDA BANKEN AB (publ) |                                        | 
|By:                                                                                              |                                        | 
|                                                                                                 | /s/ROLF HANSSON                        | 
|The Lenders                                                                                      |                                        | 
|SKANDINAVISKA ENSKILDA BANKEN AB (publ)                                                          |                                        | 
|By:                                                                                              |                                        | 
|                                                                                                 | /s/ROLF HANSSON                        | 
|SVENSKA HANDELSBANKEN AB (publ)                                                                  |                                        | 
|By:                                                                                              |                                        | 
|                                                                                                 | /s/ULF DAHLQVIST                       | 

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