**Exhibit 4.8**

 

**CONFORMED COPY**

 

Dated 15 April, 2004

 

 

**ALFALAVAL SPECIAL FINANCE AB**

as Intra-Group Creditor

 

**ALFA LAVAL HOLDING AB**

as Intra-Group Debtor

 

**SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDABANKEN AB (publ)**as Facility Agent

 

**THE BANKS AND OTHER FINANCIAL INSTITUTIONSLISTED IN SCHEDULE 1**as Lenders

 

 

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**INTERCREDITOR AGREEMENT**

 

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**CONTENTS**

 
| **CLAUSE**      |                                          |   |
|-----------------|-----------------------------------------------|--------|
|            |                                          |   |
| 1.              | INTERPRETATION                                |   |
|            |                                          |   |
| 2.              | RANKING  OF DEBT                              |   |
|            |                                          |   |
| 3.              | FUNDING  LOAN                                 |   |
|            |                                          |   |
| 4.              | SUBORDINATION ON INSOLVENCY                   |   |
|            |                                          |   |
| 5.              | APPLICATION OF RECOVERIES                     |   |
|            |                                          |   |
| 6.              | PROTECTION OF SUBORDINATION                   |   |
|            |                                          |   |
| 7.              | NOTICES                                       |   |
|            |                                          |   |
| 8.              | CHANGES TO PARTIES                            |   |
|            |                                          |   |
| 9.              | GOVERNING LAW AND SUBMISSION TO  JURISDICTION |   |
|            |                                          |   |
| 10.             | MISCELLANEOUS                                 |   |
|            |                                          |   |
| SCHEDULE 1 |                                          |
|            |                                          |   |
|            | The  Lenders                                  |   |
|            |                                          |   |
| SCHEDULE 2 |                                          |
|            |                                          |   |
|            | Form of Lender Accession Deed                 |   |
|                 |                                               |        |  |

 

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**THIS AGREEMENT**ismade on 15 April, 2004

 

BETWEEN:-

 

(1)**                                  ALFALAVAL SPECIAL FINANCE AB** as intra-group creditor (the “**Intra-Group Creditor**”);

 

(2)                                  **ALFA LAVAL HOLDING AB**(formerly Alfa LavalCredit Finance AB)****as intra-groupdebtor (the “**Intra-Group Debtor**”);

 

(3)**                                  SEBMERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ)**as facility agentfor and on behalf of the Lenders (in this capacity, the “**Facility Agent**”); and

 

(4)                                  **THE BANKS AND FINANCIAL INSTITUTIONS** listedin Schedule 1 (the “**Lenders**”)

 

**NOW IT IS HEREBY AGREED**as follows:-

 

**1.****                                      INTERPRETATION**

 

1.1                                 **Definitions:** In this Agreement, unless thecontext otherwise requires, the following expressions have the followingmeanings:-

##  

“**Debt**” means all money and liabilities nowor in the future due, owing or incurred to any Lender by any Obligor under theFacilities Agreement in any currency whether actual or contingent, whetherincurred solely or jointly with any other person and whether as principal orsurety together with all accruing interest and all related costs, charges andexpenses;

 

“**Declared Default**” means a Default which hasresulted in the Facility Agent exercising its rights under Clause 21.13(a)and/or (b)(i) (*Acceleration*) ofthe Facilities Agreement;

 

“**Default**” and “**Event of Default**” each having the same meaning as in theFacilities Agreement;

 

“**Discharge Date**” means the date on which allDebt has been fully and irrevocably discharged and all commitments of theLenders to the Obligors have come to an end in accordance with the FacilitiesAgreement provided that the contingent risk of clawback flowing from apreference or similar claim under insolvency legislation shall be disregardedin determining whether the Debt has been so discharged;

 

“**EnforcementActions**” means any action whatsoever to:-

 

(a)                                  demand payment, declare prematurely due and payable or otherwiseseek to accelerate payment of or place on demand all or any part of the FundingLoan;

 

(b)                                 recover all or any part of the Funding Loan (including by exercisingany right of set-off or combination of accounts);

 

(c)                                  petition for (or take any other steps which may lead to) anInsolvency Event or the appointment of a receiver or manager or equivalent inrelation to the Intra-Group Debtor; or

 

(d)                                 commence legal proceedings against the Intra-Group Debtor.

 

“**Facilities Agreement**” means the creditagreement dated on or about the date of this Agreement between among others (1)Alfa Laval AB, (2) the Borrowers (as defined therein), (3) the Lenders and (4)the Facility Agent (as defined therein) under which the Lenders agreed to makeavailable credit facilities of up to U.S.$325,000,000 and €150,000,000respectively to the Borrowers as amended, amended and restated and/orsupplemented from time to time;

 

1

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“**Funding Loan**” means the loan of€220,000,000 made by the Intra-Group Creditor to the Intra-Group Debtor on 22ndAugust, 2000;

 

“**Group Company**”, “**Obligors**” and “**MajorityLenders**” each have the meaning given to it in the FacilitiesAgreement;

 

“**Insolvency Event**” means a court making awinding up order (other than a winding up on a solvent basis approved by theMajority Lenders) or an order for the dissolution or liquidation of theIntra-Group Debtor or a liquidator or administrator or equivalent is appointedto the Intra-Group Debtor;

 

“**Notes**”****meansthe 121/8% Senior Notes due 2010 issued by Alfa LavalSpecial Finance AB;

 

“**Payment Default**” means a failure by anObligor to make payment of any sum (excluding fees, costs or expenses notexceeding €50,000) under the Facilities Agreement on its due date (taking intoaccount any applicable grace period);

 

“**Transferee**” has the meaning given to it inClause 8.2(a) (*Assignments and Transfers byLenders*); and

 

“**Transferor**” has the meaning given to it inClause 8.2(a) (*Assignments and Transfers byLenders*).

 

## 1.2                                 **Construction**:  In this deed, unless a contrary intentionappears:-

##  

### (a)                                  areference to any person is, where relevant, deemed to be a reference to or toinclude, as appropriate, that person’s successors and permitted assignees ortransferees;

###  

### (b)                                 referencesto clauses and schedules are references to, respectively, clauses of and schedulesto this Agreement and references to this Agreement include its schedules;

###  

### (c)                                  areference to (or to any specified provision of) any agreement or document is tobe construed as a reference to that agreement or document (or that provision)as it may be amended from time to time;

###  

### (d)                                 areference to a statute, statutory instrument or accounting standard or anyprovision thereof is to be construed as a reference to that statute, statutoryinstrument or accounting standard or such provision thereof, as it may beamended or re-enacted from time to time;

###  

### (e)                                  atime of day is a reference to London time;

###  

### (f)                                    theindex to and the headings in this Agreement are inserted for convenience onlyand are to be ignored in construing this Agreement;

###  

### (g)                                 wordsimporting the plural shall include the singular and vice versa; and

###  

### (h)                                 wordsand expressions defined in the Facilities Agreement shall bear the samemeanings when used in this Agreement.

###  

## 1.3                                 **Majorityconsents**:  Any consentrequired to be given under this Agreement by the Facility Agent will only begiven upon the instructions of the Majority Lenders unless otherwise specified.

##  

**2.****                                      RANKING OF DEBT**

#  

The Debt will rank for all purposes and at all time in priority to theFunding Loan in accordance with the terms of this Agreement.

 

2

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**3.****                                      FUNDING LOAN**

#  

## 3.1                                 **Prohibitedpayments and guarantees**: Subject to Clause 3.2 (*PermittedPayments*) prior to the Discharge Date:-

##  

### (a)                                  theIntra-Group Debtor will not make any payments or distributions of any kindwhatsoever in respect of or on account of the Funding Loan; and

###  

### (b)                                 theIntra-Group Creditor will not receive any payment or distribution of any kindwhatsoever in respect or on account of the Funding Loan

###  

without the prior written consent of the Facility Agent.

 

## 3.2                                 **PermittedPayments**: Subject to Clause 3.3 (*Suspension of PermittedPayments*) the Intra-Group Debtor may:-

##  

### (a)                                  payamounts on or in respect of the Funding Loan (including interest or principal)to enable the Intra-Group Creditor to make the following payments which falldue under or in respect of the Notes: (i) any scheduled payments, (ii) anypayments of or in respect of principal, interest, premium, Additional Amounts(as defined in the indenture for the Notes) and amounts payable on account oftaxes in respect of or under the Notes or the indenture for the Notes, and(iii) any amounts payable to the trustee under the indenture for the Notes.

###  

### (b)                                 payamounts on or in respect of the Funding Loan (including interest or principal)to enable the Intra-Group Creditor to pay dividends to, or otherwise fund AlfaLaval AB to enable Alfa Laval AB to pay dividends or otherwise meet anypayments or other liabilities or for other corporate purposes.

###  

## 3.3                                 **Suspensionof Permitted Payments**:

##  

### (a)                                  Ifa Payment Default occurs no payment or distribution may be made in respect ofthe Funding Loan unless and until the Payment Default has been remedied;

###  

### (b)                                 Ifan Event of Default other than a Payment Default occurs, no payment may be madein respect of the Funding Loan from the date the Facility Agent serves a noticeon the Intra-Group Creditor and the Intra-Group Debtor suspending paymentsunder the Funding Loan (a “**Payment Blockage Notice**”)until the earliest of:

###  

#### (i)                                     the date falling 179days after service of the Payment Blockage Notice;

####  

#### (ii)                                  the date the FacilityAgent notifies the Intra-Group Creditor and the Intra-Group Debtor that theEvent of Default has been waived or remedied; and

####  

#### (iii)                               the Discharge Date;

####  

### (c)                                  TheFacility Agent may not serve more than one Payment Blockage Notice in anyperiod of 365 consecutive days.

###  

## 3.4                                 **Restrictionson Enforcement Action**: Subject to Clause 3.5 (P*ermitted EnforcementAction*), prior to the Discharge Date, the Intra-Group Creditor maynot take Enforcement Action without the prior consent of the Facility Agent.

##  

## 3.5                                 **PermittedEnforcement Action**:  Therestriction in Clause 3.4 (R*estriction on EnforcementAction*) will not apply to the Intra-Group Creditor if:-

 

3

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### (a)                                  anInsolvency Event has occurred in relation to the Intra-Group Debtor (otherwisethan as a result of action taken by the Intra-Group Creditor) for so long as itis continuing; or

###  

### (b)                                 adefault has occurred under the Notes (otherwise than under a cross defaultclause which is triggered as a result of a Default); and

###  

#### (i)                                     the Intra-GroupCreditor has notified the Facility Agent in writing of such default;

####  

#### (ii)                                  a period of not lessthan 120 days has passed from the date of receipt by the Facility Agent of thatnotice of default (a “**Standstill Period**”);and

####  

#### (iii)                               at the end of theStandstill Period the relevant default is continuing and has not been waived.

####  

## 3.6                                 **Turnover**:If at any time prior to the Discharge Date:

##  

### (a)                                  theIntra-Group Creditor receives or recovers a payment or distribution of any kindwhatsoever in respect of or on account of the Funding Loan which is notpermitted by Clause 3.2 (*Permitted Payments*);

###  

### (b)                                 theIntra-Group Creditor receives or recovers proceeds pursuant to any EnforcementAction, the Intra-Group’s Creditor will promptly pay all amounts so receivedand distributions so received to the Facility Agent for application underClause 5.1 (*Application*) afterdeducting therefrom the costs, liabilities and expenses (if any) reasonablyincurred in recovering or receiving such payment or distribution and, pendingsuch payment or handover, will hold these amounts and distributions on trustfor the Facility Agent.

###  

## 3.7                                 **Amendmentsto Funding Loan Agreement etc.**: Until the Discharge Date, noamendments may be made to the Funding Loan Agreement except with the priorconsent of the Facility Agent.

##  

## 3.8                                 **Nosubrogation**: The Intra-Group Creditor will not in any circumstancesbe subrogated to the rights of the Lenders or any guarantees arising under theFacilities Agreement.

##  

**4.****                                      SUBORDINATION ON INSOLVENCY**

#  

## 4.1                                 **Subordination**:Upon the occurrence of an Insolvency Event in relation to the Intra-GroupDebtor, the claims against the Intra-Group Debtor in respect of the FundingLoan will be subordinate in right of payment to the claims against theIntra-Group Debtor in respect of the Debt.

##  

## 4.2                                 **Exercise ofrights**:

##  

### (a)                                  Uponthe occurrence of an Insolvency Event in relation to the Intra-Group Debtor,the Facility Agent is irrevocably authorised by the Intra-Group Creditor on itsbehalf to:

###  

#### (i)                                     demand, claim,enforce and prove for;

####  

#### (ii)                                  file claims andproofs, give receipts and take all such proceedings and do all such things asthe Facility Agent considers reasonably necessary to recover;

####  

#### (iii)                               receive distributions ofany kind whatsoever in respect or on account of;

####  

the Funding Loan due from the Intra-GroupDebtor.

 

4

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### (b)                                 If,for any reason whatsoever, the Facility Agent is not entitled to take suchaction for the recovery of any of the Funding Loan, the Intra-Group Creditorundertakes to take such action and give such notices as the Facility Agent mayreasonably require from time to time.

###  

## 4.3                                 **Voting**:

##  

### (a)                                  Uponthe occurrence of an Insolvency Event in relation to the Intra-Group Debtor,the Facility Agent may and is irrevocably authorised by the Intra-GroupCreditor on its behalf to exercise all powers of convening meetings, voting andrepresentation in respect of the Funding Loan and the Intra-Group Creditor willprovide all forms of proxy and of representation requested by the FacilityAgent for that purpose.

###  

### (b)                                 If,for any reason whatsoever, the Facility Agent is not entitled to take suchaction or exercise such powers, the Intra-Group Creditor undertakes to takesuch action and exercise such powers as the Facility Agent may reasonablyrequires from time to time.

###  

## 4.4                                 **Distribution**:Upon the occurrence of an Insolvency Event in relation to the Intra-GroupDebtor, the trustee in bankruptcy, liquidator, assignee or other persondistributing the assets of the Intra-Group Debtor or their proceeds shall bedirected by the Intra-Group Creditor to pay distributions of any kind inrelation to the Funding Loan direct to the Facility Agent until the Debt ispaid in full.

##  

# **5.****                                     ****APPLICATION OF RECOVERIES**

#  

## 5.1                                 **Application**:All amounts paid to the Facility Agent under this Agreement whether under theturnover provisions or otherwise shall be applied in the following order:

##  

### (a)                                  first,in payment of unpaid fees, costs and expenses incurred by or on behalf of theFacility Agent (and any adviser or agent appointed by it) and the remunerationof the Facility Agent and its advisers and agents;

###  

### (b)                                 second,in payment to the Facility Agent for application towards unpaid and outstandingDebt under the Finance Documents;

###  

### (c)                                  third,in payment to the Intra-Group Creditor for application towards unpaid andoutstanding amounts under the Funding Loan;

###  

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

 

## 5.2                                 **Appropriations**:Each Lender until the Discharge Date may (subject in each case to theprovisions of this Agreement and the Facilities Agreement):-

##  

### (a)                                  applyany moneys received under this Agreement to any item of account or liability inrespect of the Debt in such order or manner as it may determine; and

###  

### (b)                                 holdany moneys received under this Agreement in a suspense account (bearinginterest at a market rate usual for accounts of that type) unless and untilsuch moneys are sufficient in aggregate in order to bring about the DischargeDate.

###  

# **6.****                                     ****PROTECTION OF SUBORDINATION**

#  

## 6.1                                 **Continuingsubordination**: The subordination provisions in this Agreementconstitute a continuing subordination and benefit to the ultimate balance ofthe Debt respectively regardless of any intermediate payment or discharge ofthe Debt whether in whole or in part.

 

5

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## 6.2                                 **Waiver ofdefence**: The subordination and priority provisions in this Agreementwill not be affected by any act, omission or circumstance which (but for thisprovision) may operate to release or otherwise exonerate the Intra-Group Debtorand the Intra-Group Creditor from their obligations under this Agreement orotherwise affect such subordination and priority provisions including:

##  

### (a)                                  anytime or indulgence granted to or composition with the Intra-Group Debtor or anyother person; or

###  

### (b)                                 thetaking, amendment, compromise, renewal or release of or refusal to enforce anyrights, remedies or securities against or granted by any person; or

###  

### (c)                                  anylegal limitation, disability, incapacity or other circumstances relating to theIntra-Group Creditor, Intra-Group Debtor or any other person or any amendmentto the terms of this Agreement or any other document or security (including theFacilities Agreement); or

###  

### (d)                                 anyfluctuation in or partial repayment or prepayment of the Debt.

###  

**7.****                                      NOTICES**

#  

## 7.1                                 **Mode ofservice**:

##  

### (a)                                  Exceptas specifically provided otherwise in this Agreement, any notice, demand,consent, agreement or other communication (a “**Notice**”)to be served under or in connection with this Agreement will be in writing andwill be made by letter or by facsimile transmission to the party to be served.

###  

### (b)                                 Theaddress and facsimile number of each party to this Agreement for the purpose ofClause 7.1(a) are:

###  

#### (i)                                     the address andfacsimile number shown immediately after its name on the signature pages ofthis Agreement (in the case of any person who is a party as at the date of thisAgreement);

####  

#### (ii)                                  the address andfacsimile number notified by that party for this purpose to the Facility Agenton or before the date it becomes a party to this Agreement (in the case of anyperson who becomes a party after the date of this Agreement); or

####  

#### (iii)                               any other address andfacsimile number notified by that party for this purpose to the Facility Agentby not less than five Business Days’ notice.

####  

### (c)                                  AnyNotice to be served by any party to this Agreement on a Lender will beeffective only if it is expressly marked for the attention of the department oroffice (if any) specified in conjunction with the relevant address andfacsimile number referred to in Clause 7.1(b).

###  

## 7.2                                 **DeemedService**:

##  

### (a)                                  Subjectto Clause 7.2(b), a Notice will be deemed to be given as follows:

###  

#### (i)                                     if by letter, whendelivered personally or on actual receipt; and

####  

#### (ii)                                  if by facsimile, whendelivered.

####  

### (b)                                 ANotice given under Clause 7.2(a) but received on a non-working day or afterbusiness hours in the place or receipt will only be deemed to be given on thenext working day in that place.

 

6

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**8.****                                      CHANGES TO PARTIES**

#  

## 8.1                                 **Assignmentand Transfers by Intra-Group Debtor or Intra-Group Creditor**: TheIntra-Group Debtor and Intra-Group Creditor may not assign or transfer all orany part of its rights, benefits or obligations under this Agreement.

##  

## 8.2                                 **Assignmentsand Transfers by Lenders**:

##  

### (a)                                  A Lender, or anysuccessor or assignee of a Lender, (in this capacity the “**Transferor**”)may at any time assign all or any part or its rights under this Agreement ortransfer any part of its rights and obligations under this Agreement to anyperson (a “**Transferee**”) to whom a Transferor is permitted to assign or transfer rights,benefits and obligations under the Facilities Agreement.

###  

### (b)                                 Suchassignment or transfer will only be effective by the Facility Agent executing aLender accession deed in the form attached hereto as Schedule 2 (the “**Lender Accession Deed**”), duly completed and signed on behalfof the Transferee under which the Transferee agrees to be bound by all of theterms of this Agreement as if it had originally been party to this Agreement asa Lender.

###  

### (c)                                  Eachof the parties to this Agreement (other than the Transferee) irrevocablyauthorises the Facility Agent to execute on its behalf any Lender AccessionDeed which has been duly completed and executed on behalf of the Transferee.

###  

### (d)                                 TheFacility Agent will promptly notify the other parties to this Agreement of thereceipt and execution by it on their behalf of any Lender Accession Deed.

###  

**9.****                                      GOVERNING LAW AND SUBMISSION TOJURISDICTION**

#  

## 9.1                                 **GoverningLaw**: This Agreement (and any dispute, controversy, proceedings orclaim of whatever nature arising out of or in any way relating to thisAgreement) shall be governed by, and construed in accordance with, English law.

##  

## 9.2                                 **Submissionto Jurisdiction**: For the benefit of each party to this Agreement,each other party to this Agreement irrevocably submits to the jurisdiction ofthe courts in England for the purpose of hearing and determining any disputearising out of this Agreement and for the purpose of enforcement of anyjudgement against its assets.

##  

## 9.3                                 **Freedom ofChoice**: The submission to the jurisdiction of the courts referred toin Clause 9.2 (*Submission of Jurisdiction*) shallnot (and shall not be construed so as to) limit the right of the Facility Agentor any Lender to take proceedings against the Intra-Group Creditor or theIntra-Group Debtor in any other court of competent jurisdiction nor shall thetaking of proceedings in any one or more jurisdictions preclude the taking ofproceedings in any other jurisdiction (whether concurrently or not) if and tothe extent permitted by applicable law.

##  

## 9.4                                 **Service ofProcess**: Without prejudice to any other permitted mode of service,each of the Intra-Group Creditor and the Intra-Group Debtor agrees that serviceof any claim form, notice or other document for the purpose of any proceedingsin such courts shall be duly served upon it if delivered or sent by registeredpost to Alfa Laval Limited, Alfa Laval House, Doman Road, Camberley, SurreyGU15 3DN or such other address in England or Wales as the relevant company maynotify from time to time to the Facility Agent.

 

7

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**10.****                               MISCELLANEOUS**

 

## 10.1                           **Certificateconclusive**: A certificate, determination, notification or opinion ofthe Facility Agent stipulated for in this Agreement as to any rate of interestor any other amount payable under this Agreement will be prima facie evidenceof such matter.

##  

## 10.2                           **No impliedwaivers**:

##  

### (a)                                  Nofailure or delay by any Lender in exercising any right, power or privilegeunder this Agreement will operate as a waiver of that right, power orprivilege, nor will any single or partial exercise or any right, power orprivilege preclude any other or further exercise of that right, power orprivilege, or the exercise of any other right, power or privilege.

###  

### (b)                                 Therights and remedies provided in this Agreement are cumulative and not exclusiveof any rights and remedies provided by law and all those rights and remedieswill, except where expressly provided otherwise in this Agreement, be availableto the Lenders severally and any Lender shall be entitled to commence proceedingsin connection with those rights and remedies in its own name.

###  

### (c)                                  Awaiver given or consent granted by any Lender under this Agreement will beeffective only if given in writing and then only in the instance and for thepurpose for which it is given.

###  

## 10.3                           **Invalidityof any provision**: If any provision of this Agreement is or becomesinvalid, illegal or unenforceable in any respect under any law, the validity,legality and enforceability or the remaining provisions shall not be affectedor impaired in any way.

##  

## 10.4                           **Counterparts**:This Agreement may be executed in any number of counterparts and all of thosecounterparts taken together shall be deemed to constitute one and the sameinstrument.

##  

## 10.5                           **PerpetuityPeriod**: The perpetuity period applicable to the trusts created bythis Agreement is 80 years.

##  

## 10.6                           **Failure toexecute**: Failure by one or more parties (“**Non-Signatories**”)to execute this Agreement on the date of this Agreement will not invalidate theprovisions of this Agreement as between the other parties who do execute thisAgreement.  Such Non-Signatories mayexecute this Agreement (or counterpart of this Agreement) on a subsequent dateand will thereupon become bound by its provisions.

##  

## 10.7                           **Third partyrights**: The Contracts (Rights of Third Parties) Act 1999 shall notapply to this Agreement and no person other than the parties to this Agreementshall have any rights under it, nor shall it be enforceable under that Act byany person other than the parties to it.

##  

## 10.8                           **Termination**:This Agreement will terminate with effect from the earlier of the DischargeDate and the date on which the Notes are redeemed in full in accordance withand subject to the terms of this Agreement.

##  

**IN WITNESS** whereofthis Agreement has been duly executed the day and year first before written.

 

8

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**SCHEDULE 1**

 

**TheLenders**

 

Skandinaviska Enskilda Banken AB (publ)

 

Danske Bank A/S

 

ING Bank

 

Nordea Bank AB (publ)

 

Svenska Handelsbanken AB (publ)

 

HSBC Bank Plc

 

FIH Erhvervsbank A/S

 

Natexis Banques Populaires

 

Nykredit Bank A/S

 

9

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**SCHEDULE 2**

 

**Form of Lender Accession Deed**

 

**THIS DEED** is made on[•]

 

**BETWEEN:**-

 

(1)                                  [!](the “**New Lender**”);

 

(2)                                  **SEB Merchant Banking, Skandinaviska Enskilda Banken AB(publ)** in its capacity as Facility Agent under the IntercreditorAgreement.

 

**RECITAL:**-

 

(A)                              ThisDeed is supplemental to an Intercreditor Agreement dated         , 2004  between, Alfa Laval Special Finance AB asIntra-Group Creditor, Alfa Laval Holding AB (formerly Alfa Laval Credit FinanceAB) as Intra-Group Debtor, the Facility Agent and the Lenders (each as definedtherein) (the “**Intercreditor Agreement**“).

 

(B)                                ThisDeed has been entered into to record the accession of the New Lender as aLender under the Intercreditor Agreement pursuant to the provisions of Clause8.2 (*Assignments and Transfers by Lenders*)thereof.

 

**NOW THIS DEED WITNESSES**as follows:-

 

1.**                                       Definitions**

 

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

 

2.                                       **Accession of New Lender**

 

2.1                                 TheNew Lender hereby agrees to become, with immediate effect, a Lender and agreesto be bound by all of the terms of the Intercreditor Agreement as if it hadoriginally been party thereto as a Lender thereunder.

 

2.2                                 TheNew Lender confirms that itsaddress details for notices in relation to Clause 7 (*Notices*) of the Intercreditor Agreement are as follows:-

 
| Address:   |   | [•] |
|------------|--------|----------|
|       |   |     |
| Facsimile: |   | [•] |
|       |   |     |
| Attention: |   | [•] |

 

2.3                                 Byits signature below, the Facility Agent (for itself and on behalf of the otherparties to the Intercreditor Agreement other than the New Lender) confirms theacceptance of the New Lender as a Lender for all purposes under theIntercreditor Agreement in accordance with Clause 8.2 (*Assignments and Transfers by Lenders*)thereof.

 

3.**                                       Law**

 

ThisDeed shall be governed by and construed in all respects in accordance withEnglish law.

 

10

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4.**                                       Counterparts**

 

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

 

5.                                       **Third Party Rights**

 

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

 

**IN WITNESS** whereofthis 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, SKANDINAVISKA** | ) |
| **ENSKILDA BANKEN AB (publ)**           | ) |
|                                    |   |
| acting by                               | ) |
| and                                     | ) |
|                                    |   |
|                                    |   |
| Director                                |   |   |
|                                    |
|                                    |
| Director/Secretary                      |   |   |
|                                         |  |  |  |  |  |

 

11

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| **The Intra-Group Creditor**                                        |
|---------------------------------------------------------------------|
|                                                                |
| **ALFA LAVAL  SPECIAL FINANCE AB**                                  |
|                                                                |
|                                                                |
| **By:**                                                             | T. THURESSON | J. AHLGREN |
|                                                                |   |   |
|                                                                |   |   |
| **The Intra-Group Debtor**                                          |
|                                                                |
| **ALFA LAVAL  HOLDING AB**                                          |
|                                                                |
|                                                                |
| **By:**                                                             | T. THURESSON | J. AHLGREN |
|                                                                |   |   |
|                                                                |   |   |
| **The Facility Agent**                                              |
|                                                                |
| **SEB MERCHANT  BANKING, SKANDINAVISKA  ENSKILDA BANKEN AB (publ)** |
|                                                                |
|                                                                |
| **By:**                                                             | J. LUND | S. TUVLIND |
|                                                                |   |   |
|                                                                |   |   |
| **The Lenders**                                                     |
|                                                                |
| **SKANDINAVISKA ENSKILDA BANKEN AB (publ)**                         |
|                                                                |
|                                                                |
| **By:**                                                             | J. LUND | S. TUVLIND |
|                                                                |   |   |
|                                                                |   |   |
| **DANSKE BANK A/S**                                                 |
|                                                                |
|                                                                |
| **By:**                                                             | J. LUND | S. TUVLIND | (by Power of Attorney) |
|                                                                |   |   |   |
|                                                                |   |   |   |
| **ING BANK**                                                        |
|                                                                |
|                                                                |
| **By:**                                                             | J. LUND | S. TUVLIND | (by Power of Attorney) |

 

12

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| **NORDEA BANK AB (publ)**           |
|-------------------------------------|
|                                |
|                                |
| **By:**                             | J. LUND | S. TUVLIND | (by Power of Attorney) |
|                                |   |
|                                |   |
| **SVENSKA HANDELSBANKEN AB (publ)** |
|                                |
|                                |
| **By:**                             | J. LUND | S. TUVLIND | (by Power of Attorney) |
|                                |   |   |   |
|                                |   |   |   |
| **HSBC BANK Plc**                   |
|                                |
|                                |
| **By:**                             | J. LUND | S. TUVLIND | (by Power of Attorney) |
|                                |   |   |   |
|                                |   |   |   |
| **FIH****ERHVERVSBANK A/S**         |
|                                |
|                                |
| **By:**                             | J. LUND | S. TUVLIND | (by Power of Attorney) |
|                                |   |   |   |
|                                |   |   |   |
| **NATEXIS BANQUES  POPULAIRES**     |
|                                |
|                                |
| **By:**                             | F. THEFO | N. HILL |
|                                |   |   |
|                                |   |   |
| **NYKREDIT BANK  A/S**              |
|                                |
|                                |
| **By:**                             | J. LUND | S. TUVLIND | (by Power of Attorney) |
|                                     |  |  |  |  |

 

13

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