**Exhibit 4.7**

 

**CONFORMEDCOPY**

 

AGREEMENT

 

DATED 15th April, 2004

 

MULTICURRENCY CREDIT FACILITIES

 

FOR

 

ALFA LAVAL TREASURY INTERNATIONAL AB

 

and

 

ALFA LAVAL U.S. TREASURY INC.

 

GUARANTEED BY

 

ALFA LAVAL AB (publ)

 

and

 

THE COMPANIES

listed in Schedule 1 as Guarantors

 

LEAD ARRANGED BY

 

SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDABANKEN AB (publ)

 

** **

**ALLEN & OVERY**Londonnewchange

BK:1256760.10

 

----

 

**INDEX**

 
| **Clause** |                        |   |
|------------|-----------------------------|--------|
|       |                        |   |
| 1.         | Interpretation              |   |
| 2.         | Facilities                  |   |
| 3.         | Purpose                     |   |
| 4.         | Conditions precedent        |   |
| 5.         | Utilisation                 |   |
| 6.         | Optional Currencies         |   |
| 7.         | Repayment                   |   |
| 8.         | Prepayment and cancellation |   |
| 9.         | Interest                    |   |
| 10.        | Terms                       |   |
| 11.        | Market disruption           |   |
| 12.        | Taxes                       |   |
| 13.        | Increased Costs             |   |
| 14.        | Mitigation                  |   |
| 15.        | Payments                    |   |
| 16.        | Guarantee and indemnity     |   |
| 17.        | Representations             |   |
| 18.        | Information covenants       |   |
| 19.        | Financial covenants         |   |
| 20.        | General covenants           |   |
| 21.        | Default                     |   |
| 22.        | The Administrative Parties  |   |
| 23.        | Evidence and calculations   |   |
| 24.        | Fees                        |   |
| 25.        | Indemnities and Break Costs |   |
| 26.        | Expenses                    |   |
| 27.        | Amendments and waivers      |   |
| 28.        | Changes to the Parties      |   |
| 29.        | Disclosure of information   |   |
| 30.        | Set-off                     |   |
| 31.        | Pro rata sharing            |   |
| 32.        | Severability                |   |
| 33.        | Counterparts                |   |
| 34.        | Notices                     |   |
| 35.        | Language                    |   |
| 36.        | Governing  law              |   |
| 37.        | Enforcement                 |   |
| 38.        | Complete agreement          |   |
|            |                             |        |  |

 

----

 
| **Schedules**   |                                        |
|-----------------|---------------------------------------------|
|            |                                        |
| 1.              | Original  Parties                           |   |
| 2.              | Conditions  precedent documents             |   |
| 3.              | Form  of Request                            |   |
| 4.              | Calculation  of the Mandatory Cost          |   |
| 5.              | Form  of Transfer Certificate               |   |
| 6.              | Form  of Compliance Certificate             |   |
| 7.              | Form  of Resignation Request                |   |
| 8.              | Form  of Legal Opinion of Allen & Overy |   |
|            |                                        |   |
| **Signatories** |                                        |

 

----

 

**THIS AGREEMENT**is dated  15th April, 2004

 

BETWEEN:

 

(1)                                  **ALFALAVAL AB (publ)**(the **Parent**);

 

(2)                                  **ALFALAVAL TREASURY INTERNATIONAL AB** and **ALFA LAVALU.S. TREASURY INC.** (each a **Borrower**, together the **Borrowers**);

 

(3)                                  **THECOMPANIES**listed in Schedule 1 (OriginalParties) as guarantors (in this capacity the **Guarantors**);

 

(4)                                  **SEBMERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ)**as mandated lead arranger****(in this capacity the **Mandated Lead Arranger**);

 

(5)                                  **THEFINANCIAL INSTITUTIONS**listed in Schedule 1(Original Parties) as original lenders (the **Original Lenders**); and

 

(6)                                  **SEB MERCHANT BANKING, SKANDINAVISKAENSKILDA BANKEN AB (publ)**as facility agent (in this capacity the **FacilityAgent**).

 

**IT IS AGREED**as follows:

 

# **1.**                                      INTERPRETATION

# ** **

## **1.1**                               Definitions

## ** **

In thisAgreement:

 

**AdministrativeParty** means the Mandated LeadArranger or the Facility Agent.

 

**Affiliate** means a Subsidiary or a Holding Company of a person or any otherSubsidiary of that Holding Company.

 

**AvailabilityPeriod**means the period from andincluding the date of this Agreement to the fifth anniversary of the date ofthis Agreement.

 

**Break Costs** means the amount (if any) which a Lender is entitled to receiveunder this Agreement as compensation if any part of a Loan or overdue amount isprepaid.

 

**Business Day** means a day (other than a Saturday or a Sunday) on which banks areopen for general business in London and Stockholm and:

 

### (a)                                  if on that day a payment in or a purchase of a currency (other thaneuro) is to be made, the principal financial centre of the country of thatcurrency; or

###  

### (b)                                 if on that day a payment in or a purchase of euro is to be made,which is also a TARGET Day.

###  

**CIBOR**means for a Term of any Loan or overdue amount in Danish Kroner:

 

1

----

 

(a)                                  the applicable Screen Rate; or

 

(b)                                 if no Screen Rate is available for the relevant currency or Term ofthat Loan or overdue amount, the arithmetic mean (rounded upwards to thenearest four decimal places) of the rates, as supplied to the Facility Agent atits request, quoted by the Reference Banks to leading banks in the Copenhageninterbank market,

 

at or about 11.00 a.m. (Copenhagen time) onthe applicable Rate Fixing Day for the offering of deposits in Danish Kronerfor a period comparable to the Term of the relevant Loan.

 

**Code** means the United States Internal Revenue Code of 1986, as amended.

 

**Commitment** means a Commitment, as so designated, of a Lender under aparticular Facility.

 

**Company** means Alfa Laval Treasury International AB.

 

**ComplianceCertificate** means a certificatesubstantially in the form of Schedule 6 (Form of Compliance Certificate)setting out, among other things, calculations of the financial covenants.

 

**Danish Kroner**or**DKK**means the lawful currency for the time being of theKingdom of Denmark.

 

**Default** means:

 

### (a)                                  an Event of Default; or

###  

### (b)                                 an event which would be (with the expiry of a grace period, thegiving of notice or the making of any determination under the Finance Documentsor any combination of them) an Event of Default.

###  

**ERISA** means the United States Employee Retirement Income Security Act of1974, as amended and the regulations promulgated and rulings issued thereunder.

 

**ERISAAffiliate** means any Person that forpurposes of Title IV of ERISA is a member of the controlled group of the Obligor,or under common control with an Obligor, within the meaning ofSection 414(b) or (c) of the Code and, to the extent applicable underERISA or the Code, Section 414(m) or (o) of the Code.

 

**EURIBOR**means for a Term of any Loan or overdue amount in euro:

 

(a)                                  the applicable Screen Rate; or

 

(b)                                 if no Screen Rate is available for that Term of that Loan or overdueamount, the arithmetic mean (rounded upward to four decimal places) of therates as supplied to the Facility Agent at its request quoted by the ReferenceBanks to leading banks in the European interbank market,

 

as of 11.00 a.m. (Brussels time) on theRate Fixing Day for the offering of deposits in euro for a period comparable tothat Term.

 

2

----

 

**ExistingFacility** means the euro 575,000,000term loan and revolving credit facility dated 29th April, 2002 between, amongstothers, the Parent, the Company and SEB Merchant Banking, SkandinaviskaEnskilda Banken AB (publ) as an arranger (as amended and restated on theterms of an amendment and restatement agreement dated 11th July,2002 and as subsequently amended).

 

**euro** means the single currency of the Participating Member States.

 

**Event ofDefault** means an event specified assuch in this Agreement.

 

**Facility** means a credit facility made available under this Agreement.

 

**FacilityOffice** means the office(s) notifiedby a Lender to the Facility Agent:

 

(a)                                  on or before the date it becomes a Lender; or

 

(b)                                 by not less than five Business Days’ notice,

 

as the office(s) through which it willperform its obligations under this Agreement.

 

**Fee Letter** means any letter entered into by reference to this Agreementbetween one or more Administrative Parties and the Parent setting out theamount of certain fees referred to in this Agreement.

 

**Final MaturityDate**means the fifth anniversary ofthe date of this Agreement.

 

**FinanceDocument** means:

 

(a)                                  this Agreement;

 

(b)                                 a Fee Letter;

 

(c)                                  a Transfer Certificate;

 

(d)                                 the Intercreditor Agreement; or

 

(e)                                  any other document designated as such by the Facility Agent and theCompany.

 

**Finance Party** means a Lender or an Administrative Party.

 

**FinancialIndebtedness** means any indebtednessfor or in respect of:

 

(a)                                  moneys borrowed;

 

(b)                                 amounts raised under any acceptance credit facility;

 

(c)                                  any bond, note, debenture, loan stock or other similar instrument;

 

(d)                                 any redeemable preference share;

 

3

----

 

(e)                                  any finance or capital lease that would be treated in accordancewith GAAP as finance or capital leases;

 

(f)                                    receivables sold or discounted (otherwise than on a non-recoursebasis);

 

(g)                                 the acquisition cost of any asset to the extent payable after itsacquisition or possession by the party liable where the deferred payment isarranged primarily as a method of raising finance or financing the acquisitionof that asset;

 

(h)                                 any derivative transaction protecting against or benefiting fromfluctuations in any rate or price (and, except for non-payment of an amount (inwhich case it shall be the net amount payable), the then mark to market valueof the derivative transaction will be used to calculate its amount);

 

(i)                                     any other transaction (including any forward sale or purchaseagreement) which has the commercial effect of a borrowing;

 

(j)                                     any counter-indemnity obligation in respect of any guarantee,indemnity, bond, letter of credit or any other instrument issued by a bank orfinancial institution; or

 

(k)                                  any guarantee, indemnity or similar assurance against financial lossof any person in respect of any item referred to in paragraphs (a) to (j)above.

 

**Funding Loan** means the euro 220,000,000 intra-group funding loan made betweenAlfa Laval Special Finance AB and Alfa Laval Holding AB on the terms of afunding loan agreement dated 22nd August, 2000.

 

**GAAP** means generally accepted accounting principles in Sweden from timeto time.

 

**Group** means the Parent and its Subsidiaries.

 

**HoldingCompany** of any other person, means acompany in respect of which that other person is a Subsidiary.

 

**IBOR** means LIBOR, EURIBOR, STIBOR or CIBOR.

 

**Increased Cost** means:

 

(a)                                  an additional or increased cost;

 

(b)                                 a reduction in the rate of return under a Finance Document or on itsoverall capital; or

 

(c)                                  a reduction of an amount due and payable under any Finance Document,

 

which isincurred or suffered by a Finance Party or any of its Affiliates but only tothe extent attributable to that Finance Party having entered into any FinanceDocument or funding or performing its obligations under any Finance Document.

 

4

----

 

**IntercreditorAgreement** means the intercreditoragreement dated on or about the date of this Agreement between, inter alia,Alfa Laval Special Finance AB, Alfa Laval Holding AB  and the Facility Agent.

 

**Lender** means:

 

(a)                                  an Original Lender; or

 

(b)                                 any person which becomes a Lender after the date of this Agreement.

 

**LIBOR** means for a Term of any Loan or overdue amount in any currencyother than euro, Danish Kroner or SEK:

 

(a)                                  the applicable Screen Rate; or

 

(b)                                 if no Screen Rate is available for the relevant currency or Term ofthat Loan or overdue amount, the arithmetic mean (rounded upward to fourdecimal places) of the rates, as supplied to the Facility Agent at its request,quoted by the Reference Banks to leading banks in the London interbank market,

 

as of11.00 a.m. on the Rate Fixing Day for the offering of deposits in thecurrency of that Loan or overdue amount for a period comparable to that Term.

 

**Loan** means, unless otherwise stated in this Agreement, the principalamount of each borrowing under this Agreement or the principal amountoutstanding of that borrowing.

 

**MajorityLenders** means, at any time, Lenders:

 

(a)                                  whose share in the outstanding Loans and whose undrawn Commitmentsthen aggregate 662/3 per cent. or more of the aggregate of all theoutstanding Loans and the undrawn Commitments of all the Lenders;

 

(b)                                 if there is no Loan then outstanding, whose undrawn Commitments thenaggregate 662/3 per cent. or more of the Total Commitments; or

 

(c)                                  if there is no Loan then outstanding and the Total Commitments havebeen reduced to zero, whose Commitments aggregated 662/3 per cent.or more of the Total Commitments immediately before the reduction.

 

**Mandatory Cost** means the cost of complying with certain regulatory requirements,expressed as a percentage rate per annum and calculated by the Facility Agentunder Schedule 4 (Calculation of the Mandatory Cost).

 

**Margin** means the percentage rate per annum calculated in accordance withClause 9.2 (Adjustment of Margin).

 

**MarginRegulations** means Regulations U and Xissued by the Board of Governors of the United Sates Federal Reserve System.

 

**Margin Stock** has the meaning given to it in the Margin Regulations.

 

5

----

 

**MaterialAdverse Effect** means a materialadverse effect on:

 

(a)                                  the business or financial condition of the Group taken as a whole ona consolidated basis; or

 

(b)                                 the ability of any Obligor to perform its payment obligations or anyother of its material obligations under any Finance Document taking intoaccount the financial resources of the Group as a whole available to thatObligor.

 

**MaterialSubsidiary** means a Subsidiary of theParent:

 

### (a)                                  the total gross assets of which (or, if the Parent owns directly orindirectly less than 100 per cent. of such Subsidiary, a proportion thereofequal to the proportion of the share capital (or equivalent capital) owneddirectly or indirectly by the Parent) represent more than three per cent. ofthe total gross assets of the Group according to the latest auditedconsolidated balance sheet of the Group; or

###  

### (b)                                 the net sales (*Sw. nettoomsättning*) of which (or, whenthe Parent’s interest in such Subsidiary is less than 100 per cent., aproportion thereof as determined in accordance with paragraph (a) above)represent more than three per cent. of the total net sales of the Groupaccording to the latest audited consolidated profit and loss account of theGroup.

###  

**MultiemployerPlan** means a multiemployer plan, asdefined in Section 4001(a)(3) and Section 3(37) of ERISA, to whichthe Obligor or any ERISA Affiliate is making or accruing an obligation to makecontributions, or has within any of the preceding five plan years made oraccrued an obligation to make contributions.

 

**Obligor** means a Borrower or a Guarantor.

 

**OriginalFinancial Statements** means theaudited consolidated financial statements of the Parent for the year ended 31stDecember, 2003.

 

**ParticipatingMember State** means a member state ofthe European Communities that adopts or has adopted the euro as its lawfulcurrency under the legislation of the European Union for European MonetaryUnion.

 

**Party** means a party to this Agreement.

 

**Plan**means an “employee benefit plan” within the meaning ofsection 3(3) of ERISA maintained by an Obligor or any ERISA Affiliatecurrently or at any time within the last five years, or to which that Obligoror any ERISA Affiliate is required to make payments or contributions or hasmade payments or contributions within the past five years.

 

**Pro Rata Share** means:

 

(a)                                  for the purpose of determining a Lender’s share in a utilisation ofa Facility, the proportion which its Commitment under that Facility bears toall the Commitments under that Facility; and

 

(b)                                 for any other purpose on a particular date:

 

6

----

 

(i)                                     the proportion which a Lender’s share of the Loans (if any) bears toall the Loans;

 

(ii)                                  if there is no Loan outstanding on that date, the proportion whichits Commitment bears to the Total Commitments on that date;

 

(iii)                               if the Total Commitments have been cancelled, the proportion whichits Commitments bore to the Total Commitments immediately before beingcancelled; or

 

(iv)                              when the term is used in relation to a Facility, the aboveproportions but applied only to the Loans and Commitments for that Facility.

 

For thepurpose of sub-paragraph (iv) above, the Facility Agent will determine, inthe case of a dispute whether the term in any case relates to a particularFacility.

 

**Rate FixingDay** means:

 

(a)                                  the first day of a Term for a Loan denominated in Sterling;

 

(b)                                 the second Business Day before the first day of a Term for a Loandenominated in any other currency (other than euro); or

 

(c)                                  the second TARGET Day before the first day of a Term for a Loandenominated in euro,

 

or such otherday as the Facility Agent determines is generally treated as the rate fixingday by market practice in the relevant interbank market.

 

**ReferenceBanks** means the Facility Agent,Nordea Bank AB (publ) and Svenska Handelsbanken AB (publ) and any other bank orfinancial institution appointed as such by the Facility Agent under thisAgreement.

 

**RepeatingRepresentations** means therepresentations which are deemed to be repeated under this Agreement.

 

**ReportableEvent**means any of the events set forth inSection 4043 of ERISA unless the 30-day notice requirement with respect tosuch event has been waived by the United States Pension Benefit GuarantyCorporation or any successor.

 

**Request** means a request for a Loan, substantially in the form ofSchedule 3 (Form of Request).

 

**Reservations** means the principle that equitable remedies are remedies which maybe granted or refused at the discretion of the court, the limitation onenforcement as a result of laws relating to bankruptcy, insolvency,liquidation, reorganisation, court schemes, moratoria, administration and otherlaws affecting the right of creditors generally, the time-barring of claimsunder the Limitation Acts, steps necessary to perfect a Security Interest wheresuch steps are not required to be performed under the terms of a FinanceDocument until a future date, rules against penalties and similar principles oflaw in other jurisdictions relevant in the context of the Finance Documents.

 

7

----

 

**Rollover Loan** means one or more Loans:

 

(a)                                  made or to be made on the same day that a maturing Loan is due to berepaid;

 

(b)                                 the aggregate amount of which is equal to or less than the maturingLoan;

 

(c)                                  in the same currency as the maturing Loan; and

 

(d)                                 made or to be made to the same Borrower for the purpose ofrefinancing a maturing Loan.

 

**Screen Rate** means the relevant offered rate which appears on:

 

(a)                                  for LIBOR, page LIBOR 01 or LIBOR 02 (as appropriate);

 

(b)                                 for EURIBOR, page EURIBOR 01;

 

(c)                                  for STIBOR, page SIOR;

 

(d)                                 for CIBOR, page DKNA 13

 

for therelevant currency and Term  of theReuters screen selected by the Facility Agent. If the relevant page is replaced or the service ceases to be available,the Facility Agent (after consultation with the Company and the Lenders) mayspecify another page or service displaying the appropriate rate.

 

**SecurityInterest** means any mortgage, pledge,lien, charge, assignment, hypothecation or security interest or any otheragreement or arrangement having a similar effect.

 

**SEK**means the lawful currency of the Kingdom of Sweden.

 

**Senior Indebtedness** has the meaning given to it in the Senior Notes.

 

**Senior Notes** means the euro 220,000,000 121/8 per cent.notes due 2010 issued by Alfa Laval Special Finance AB.

 

**Senior Notes Guarantee** means the guarantee issued by Alfa Laval Holding AB (formerly AlfaLaval Credit Finance AB) to the holders of the Senior Notes.

 

**Sterling**and **£** means the lawful currency of the United Kingdom.

 

**STIBOR**means for a Term of any Loan or overdue amount in SEK:

 

(a)                                  the applicable Screen Rate; or

 

(b)                                 if no Screen Rate is available for the relevant currency or Term ofthat Loan or overdue amount, the arithmetic mean (rounded upwards to thenearest four decimal places) of the rates, as supplied to the Facility Agent atits request, quoted by the Reference Banks to leading banks in the Stockholminterbank market,

 

8

----

 

at or about11.00 a.m. (Stockholm time) on the applicable Rate Fixing Day for the offeringof deposits in SEK for a period comparable to the Term of the relevant Loan.

 

**Subsidiary** means a subsidiary within the meaning of chapter 1, section 5of the Swedish Companies Act 1975:1385.

 

**TARGET Day** means a day on which the Trans-European Automated Real-time GrossSettlement Express Transfer payment system is open for the settlement ofpayments in euro.

 

**Tax** means any tax, levy, impost, duty or other charge or withholding ofa similar nature (including any related penalty or interest).

 

**Tax Deduction** means a deduction or withholding for or on account of Tax from apayment under a Finance Document.

 

**Tax Payment** means a payment made by an Obligor to a Finance Party in any wayrelating to a Tax Deduction or under any indemnity given by that Obligor inrespect of Tax under any Finance Document.

 

**Term** means each period determined under this Agreement by reference towhich interest on a Loan or an overdue amount is calculated.

 

**TotalCommitments** means the Commitments ofall the Lenders.

 

**Tranche**means Tranche A or Tranche B.

 

**Tranche A** means the five year multicurrency revolving credit facilityspecified in Clause 2.1 (Tranche A Facility).

 

**Tranche ACommitments** means:

 

(a)                                  for an Original Lender, the amount set opposite its name inSchedule 1 (Original Parties) under the heading “**Tranche A Commitments**” andthe amount of any other Tranche A Commitment it acquires; and

 

(b)                                 for any other Lender, the amount of any other Tranche A Commitmentit acquires,

 

to the extentnot cancelled, transferred or reduced under this Agreement.

 

**Tranche A Loan**means a Loan under Tranche A andidentified as such in its Request.

 

**Tranche B** means the five year multicurrency revolving credit facilityspecified in Clause 2.2 (Tranche B Facility).

 

**Tranche BCommitment** means:

 

(a)                                  for an Original Lender, the amount set opposite its name inSchedule 1 (Original Parties) under the heading “**Tranche B Commitments**” andthe amount of any other Tranche B Commitment it acquires; and

 

(b)                                 for any other Lender, the amount of any Tranche B Commitment itacquires,

 

9

----

 

to the extentnot cancelled, transferred or reduced under this Agreement.

 

**Tranche B Loan**means a Loan under Tranche B andidentified as such in its Request.

 

**TransferCertificate** means a certificate,substantially in the form of Schedule 5 (Form of Transfer Certificate),with such amendments as the Facility Agent may approve or reasonably require orany other form agreed between the Facility Agent and the Company.

 

**U.K.** means the United Kingdom.

 

**U.S. Bankruptcy Law** means the United States Bankruptcy Code 1978 or any other UnitedStates Federal or State bankruptcy, insolvency or similar law.

 

**U.S. Borrower**means a Borrower that is incorporated in or otherwise resident inthe United States for United States income tax purposes.

 

**U.S.D**,**$**or **Dollars** means the lawful currency of theUnited States of America.

 

**UtilisationDate** means each date on which aFacility is utilised.

 

**Yen** means the lawful currency of Japan.

 

## **1.2**                               Construction

## ** **

(a)                                  The following definitions have the meanings given to them in Clause19 (Financial covenants):

 

(i)                                     Net Debt; and

 

(ii)                                  EBITDA.

 

(b)                                 In this Agreement, unless the contrary intention appears, areference to:

 

(i)                                     an **amendment** includes a supplement, novation, restatement orre-enactment and **amended** will be construed accordingly;

 

**assets** includes present and future properties, revenues and rights ofevery description;

 

an **authorisation**includes an authorisation, consent, approval, resolution, licence, exemption,filing, registration or notarisation;

 

**disposal** means a sale, transfer, grant, lease or other disposal, whethervoluntary or involuntary, and **dispose** will be construed accordingly;

 

**including**means including without limitation, and **include**,**included**and **includes**shall be construed accordingly.

 

**indebtedness** includes any obligation (whether incurred as principal or assurety) for the payment or repayment of money;

 

10

----

 

a **person**includes any individual, company, corporation, unincorporated association orbody (including a partnership, trust, joint venture or consortium), government,state, agency, organisation or other entity whether or not having separatelegal personality;

 

a **regulation**includes any regulation, rule, official directive, request or guideline(whether or not having the force of law but, if not having the force of law,being of a type with which any person to which it applies is accustomed tocomply) of any governmental, inter-governmental or supranational body, agency,department or regulatory, self-regulatory or other authority or organisation;

 

(ii)                                  a currency is a reference to the lawful currency for the time beingof the relevant country;

 

(iii)                               a Default being **outstanding** means that it has not beenremedied or waived;

 

(iv)                              a provision of law is a reference to that provision as extended,applied, amended or re-enacted and includes any subordinate legislation;

 

(v)                                 a Clause, a Subclause or a Schedule is a reference to a clauseor subclause of, or a schedule to, this Agreement;

 

(vi)                              a person includes its successors in title, permitted assigns andpermitted transferees;

 

(vii)                           a Finance Document or another document is a reference to thatFinance Document or other document as amended; and

 

(viii)                        a time of day is a reference to London time.

 

(c)                                  Unless the contrary intention appears, a reference to a **month**or **months**is a reference to a period starting on one day in a calendar month and endingon the numerically corresponding day in the next calendar month or the calendarmonth in which it is to end, except that:

 

(i)                                     if the numerically corresponding day is not a Business Day, theperiod will end on the next Business Day in that month (if there is one) or thepreceding Business Day (if there is not);

 

(ii)                                  if there is no numerically corresponding day in that month, thatperiod will end on the last Business Day in that month; and

 

(iii)                               notwithstanding sub-paragraph (i) above, a period which commences onthe last Business Day of a month will end on the last Business Day in the nextmonth or the calendar month in which it is to end, as appropriate.

 

(d)                                 Unless expressly provided to the contrary in a Finance Document, aperson who is not a party to a Finance Document may not enforce any of itsterms under the Contracts (Rights of Third Parties) Act 1999 andnotwithstanding any term of any Finance

 

11

----

 

Document, the consent of any third party isnot required for any variation (including any release or compromise of anyliability) or termination of that Finance Document.

 

(e)                                  Unless the contrary intention appears:

 

(i)                                     a reference to a Party will not include that Party if it has ceasedto be a Party under this Agreement;

 

(ii)                                  an amount in euro is payable only in the euro unit;

 

(iii)                               a word or expression used in any other Finance Document or in anynotice given in connection with any Finance Document has the same meaning inthat Finance Document or notice as in this Agreement; and

 

(iv)                              any obligation of an Obligor under the Finance Documents which isnot a payment obligation remains in force for so long as any payment obligationof an Obligor is or may be outstanding under the Finance Documents.

 

(f)                                    The headings in this Agreement do not affect its interpretation.

 

# **2.**                                      FACILITIES

# ** **

## **2.1**                               Tranche A Facility

## ** **

Subject to theterms of this Agreement, the Lenders make available to the Borrowers arevolving credit facility in an aggregate amount equal to the Tranche ACommitments.

 

## **2.2**                               Tranche B Facility

## ** **

Subject to theterms of this Agreement, the Lenders make available to the Borrowers arevolving credit facility in an aggregate amount equal to the Tranche BCommitments.

 

## **2.3**                               Nature of a Finance Party’s rights and obligations

## ** **

Unlessotherwise agreed by all the Finance Parties:

 

### (a)                                  the obligations of a Finance Party under the Finance Documents areseveral;

###  

### (b)                                 failure by a Finance Party to perform its obligations does notaffect the obligations of any other Party under the Finance Documents;

###  

### (c)                                  no Finance Party is responsible for the obligations of any otherFinance Party under the Finance Documents;

###  

### (d)                                 the rights of a Finance Party under the Finance Documents areseparate and independent rights;

###  

### (e)                                  a debt arising under the Finance Documents to a Finance Party is aseparate and independent debt; and

 

12

----

 

### (f)                                    a Finance Party may, except as otherwise stated in the FinanceDocuments, separately enforce those rights.

###  

# **3.**                                      PURPOSE

# ** **

## **3.1**                               Loans

## ** **

Each Loan mayonly be used:

 

### (a)                                  to refinance the Existing Facility; and

###  

### (b)                                 after the Existing Facility is refinanced, for the general corporatepurposes of the Group.

###  

## **3.2**                               No obligation to monitor

## ** **

No FinanceParty is bound to monitor or verify the utilisation of a Facility.

 

# **4.**                                      CONDITIONSPRECEDENT

# ** **

## **4.1**                               Conditions precedent documents

## ** **

A Request maynot be given until the Facility Agent has notified the Company and the Lendersthat it has received all of the documents and evidence set out inSchedule 2 (Conditions precedent documents) in form and substancereasonably satisfactory to the Facility Agent. The Facility Agent must give this notification to the Company and theLenders promptly upon being so satisfied.

 

## **4.2**                               Further conditions precedent

## ** **

Theobligations of each Lender to participate in any Loan are subject to thefurther conditions precedent that on both the date of the Request and theUtilisation Date for that Loan:

 

### (a)                                  the Repeating Representations are correct in all material respects;and

###  

### (b)                                 no Default or, in the case of a Rollover Loan, no Event of Defaultis outstanding or would result from the Loan.

###  

## **4.3**                               Maximum number

## ** **

Unless theFacility Agent agrees, a Request may not be given if, as a result of theproposed drawdown, there would be more than 10 Loans outstanding at any time.

 

# **5.**                                      UTILISATION

# ** **

## **5.1**                               Giving of Requests

## ** **

(a)                                  A Borrower may borrow a Loan by giving to the Facility Agent a dulycompleted Request.

 

13

----

 

(b)                                 Unless the Facility Agent otherwise agrees, the latest time forreceipt by the Facility Agent of a duly completed Request is 11.00 a.m.three Business Days before the Utilisation Date for the proposed borrowing.

 

(c)                                  Each Request is irrevocable.

 

## **5.2**                               Completion of Requests

## ** **

A Request fora Loan will not be regarded as having been duly completed unless:

 

### (a)                                  it identifies the Borrower;

###  

### (b)                                 it identifies whether it relates to Tranche A or Tranche B;

###  

### (c)                                  the Utilisation Date is a Business Day falling within the AvailabilityPeriod;

###  

### (d)                                 the amount of the Loan requested is:

###  

#### (i)                                     a minimum of US$5,000,000 in respect of a Tranche A Loan or euro5,000,000 in respect of a Tranche B Loan or its equivalent in accordance withClause 6 (Optional Currencies) and an integral multiple of 1,000,000 units ofthat currency; or

####  

#### (ii)                                  the maximum undrawn amount available under this Agreement for Loansunder the relevant Tranche on the proposed Utilisation Date; or

####  

#### (iii)                               such other amount as the Facility Agent may agree; and

####  

### (e)                                  the proposed currency, and Term comply with this Agreement.

###  

Only one Loanmay be requested in a Request, but more than one Request may be delivered onthe same day.

 

## **5.3**                               Advance of Loan

## ** **

(a)                                  The Facility Agent must promptly notify each Lender of the detailsof the requested Loan and the amount of its share in that Loan.

 

(b)                                 The amount of each Lender’s share of the Loan will be its Pro RataShare on the proposed Utilisation Date.

 

(c)                                  No Lender is obliged to participate in a Loan if as a result:

 

(i)                                     its share in the Loans under a Facility would exceed its Commitmentfor that Facility; or

 

(ii)                                  the Loans would exceed the Total Commitments.

 

(d)                                 If the conditions set out in this Agreement have been met, eachLender must make its share in the Loan available to the Facility Agent for therelevant Borrower on the Utilisation Date.

 

14

----

 

# **6.**                                      OPTIONALCURRENCIES

# ** **

## **6.1**                               General

## ** **

In thisClause:

 

**Agent’s SpotRate of Exchange** means the FacilityAgent’s spot rate of exchange for the purchase of the relevant currency in theLondon foreign exchange market with:

 

### (a)                                  in relation to Tranche A, Dollars; or

###  

### (b)                                 in relation to Tranche B, euro,

###  

at or about11.00 a.m. on a particular day.

 

**Base Currency Amount** of a Loan or part of a Loan means:

 

### (a)                                  with respect to a Tranche A Loan denominated in Dollars or a TrancheB Loan denominated in euro, its amount; or

###  

### (b)                                 with respect to a Tranche A Loan denominated in an OptionalCurrency, its equivalent in Dollars or, a Tranche B Loan denominated in anOptional Currency, its equivalent in euro, in each case calculated on the basisof the Agent’s Spot Rate of Exchange one Business Day before the Rate FixingDay for that Term.

###  

**OptionalCurrency** means any currency otherthan:

 

### (a)                                  Dollars, in the case of Tranche A or;

###  

### (b)                                 euro, in the case of Tranche B,

###  

in which aLoan may be denominated in accordance with Clause 6.3 of this Agreement.

 

## **6.2**                               Selection

## ** **

(a)                                  A Borrower must select the currency of a Loan in its Request.

 

(b)                                 The amount of a Loan requested in an Optional Currency must be aminimum amount of the equivalent of US$5,000,000 in respect of a Tranche A Loanor euro 5,000,000 in respect of a Tranche B Loan and an integral multiple of1,000,000 units of that currency.

 

(c)                                  Unless the Facility Agent otherwise agrees

 

### (d)                                 Loans may not be denominated at any one time in more than sixcurrencies.

###  

## **6.3**                               Conditions relating to Optional Currencies

## ** **

(a)                                  A Tranche A Loan may be denominated in an Optional Currency for aTerm if:

 

15

----

 

(i)                                     that Optional Currency is readily available in the amount requiredand freely convertible into Dollars in the relevant interbank market on theRate Fixing Day and the first day of that Term; and

 

(ii)                                  that Optional Currency is euro, Sterling, Danish Kroner, Yen or SEKor has been previously approved by the Facility Agent (acting on theinstructions of all the Lenders).

 

(b)                                 A Tranche B Loan may be denominated in an Optional Currency for aTerm if:

 

(i)                                     that Optional Currency is readily available in the amount requiredand freely convertible into euro in the relevant interbank market on the RateFixing Day and the first day of that Term; and

 

(ii)                                  that Optional Currency is Dollars, Sterling, Danish Kroner, Yen orSEK or has been previously approved by the Facility Agent (acting on theinstructions of all the Lenders).

 

(c)                                  If the Facility Agent has received a request from the Company for acurrency to be approved as an Optional Currency, the Facility Agent must,within five Business Days, confirm to the Company:

 

(i)                                     whether or not it has given its approval; and

 

(ii)                                  if approval has been given, the minimum amount (and, if required,integral multiples) for any Loan in that currency.

 

## **6.4**                               Revocation of currency

## ** **

(a)                                  Notwithstanding any other term of this Agreement, if before9.30 a.m. on any Rate Fixing Day the Facility Agent receives notice from aLender that:

 

(i)                                     the Optional Currency requested is not readily available to it inthe relevant interbank market in the amount and for the period required; or

 

(ii)                                  participating in a Loan in the proposed Optional Currency mightcontravene any law or regulation applicable to it,

 

the FacilityAgent must give notice to the Company to that effect promptly and in any eventbefore 11.00 a.m. on that day.

 

(b)                                 In this event:

 

(i)                                     that Lender must participate in the Loan in Dollars if the Loan is aTranche A Loan or in euro if the Loan is a Tranche B Loan; and

 

(ii)                                  the share of that Lender in the Loan and any other similarlyaffected Lender(s) will be treated as a separate Loan denominated in Dollars oreuro (as the case may be) during that Term.

 

16

----

 

(c)                                  Any part of a Loan treated as a separate Loan under this Subclausewill not be taken into account for the purposes of any limit on the number ofLoans or currencies outstanding at any one time.

 

(d)                                 A Loan will still be treated as a Rollover Loan if it is notdenominated in the same currency as the maturing Loan by reason only of theoperation of this Subclause.

 

## **6.5**                               Optional Currency equivalents

## ** **

The equivalentin Dollars (in respect of a Tranche A Loan or part of a Tranche A Loan) or euro(in respect of a Tranche B Loan or part of a Tranche B Loan) in an OptionalCurrency for the purposes of calculating:

 

(a)                                  whether any limit under this Agreement has been exceeded;

 

(b)                                 the amount of a Loan;

 

(c)                                  the share of a Lender in a Loan;

 

(d)                                 the amount of any repayment of a Loan; or

 

(e)                                  the undrawn amount of a Lender’s Commitment,

 

is its BaseCurrency Amount.

 

## **6.6**                               Notification

## ** **

The FacilityAgent must notify the Lenders and the Company of the relevant Base CurrencyAmount (and the applicable Agent’s Spot Rate of Exchange) promptly after theyare ascertained.

 

# **7.**                                      REPAYMENT

# ** **

(a)                                  Each Borrower must repay each Loan made to it in full on the lastday of its Term.

 

(b)                                 Subject to the other terms of this Agreement, any amounts repaidunder paragraph (a) above may be re-borrowed.

 

# **8.**                                      PREPAYMENTAND CANCELLATION

# ** **

## **8.1**                               Mandatory prepayment - illegality

## ** **

(a)                                  A Lender must notify the Company promptly if it becomes aware thatit is unlawful in any jurisdiction for that Lender to perform any of itsobligations under a Finance Document or to fund or maintain its share in anyLoan.

 

(b)                                 After notification under paragraph (a) above:

 

(i)                                     each Borrower must repay or prepay the share of that Lender in eachLoan made to it on the date specified in paragraph (c) below; and

 

17

----

 

(ii)                                  the Commitments of that Lender will be immediately cancelled.

 

(c)                                  The date for repayment or prepayment of a Lender’s share in a Loanwill be:

 

(i)                                     two Business Days following receipt by the Company of notice fromthe Lender under paragraph (a) above; or

 

(ii)                                  if later, the latest date allowed by the relevant law.

 

## **8.2**                               Mandatory prepayment - change of control

## ** **

### (a)                                  The Parent must promptly notify the Facility Agent if at any time itbecomes aware of any person or group of persons (excluding:

###  

(i)                                     Tetra Laval B.V. and any of its affiliates;

 

(ii)                                  Industri Kapital 2000 Limited and any subsidiary of Industri Kapital2000 Limited (including IK 2000 Capital Limited); and

 

(iii)                               any partnership for whom Industri Kapital 2000 Limited or anysubsidiary of Industri Kapital 2000 Limited (including IK 2000 Capital Limited)acts as a general partner (the **Partnerships**)),

 

acting inconcert through a single transaction or a series of transactions directly orindirectly acquires shares in the Parent representing more than 50 per cent. ofthe share capital of the Parent or more than 50 per cent. of the voting powerin relation to the shares in the Parent.

 

(b)                                 After the date of the acquisition of the shares in the Parentreferred to in paragraph (a) above, the Parent and all the Lenders shall, ingood faith, enter into negotiations for a period of 30 days concerning thecontinuance of the Facility.

 

(c)                                  If at the end of such period, mutual agreement between the Parentand all the Lenders has not been reached the Facility Agent must by notice tothe Parent:

 

(i)                                     cancel the Total Commitments; and

 

(ii)                                  declare all outstanding Loans, together with accrued interest andall other amounts accrued under the Finance Documents, to be immediately dueand payable.

 

Any suchnotice will take effect in accordance with its terms.

 

(d)                                 In paragraph (a) above **acting in concert** means acting togetherpursuant to an agreement or understanding (whether formal or informal).

 

## **8.3**                               Voluntary prepayment

## ** **

(a)                                  The Company may, by giving not less than 10 Business Days’ priornotice to the Facility Agent, prepay (or ensure that a Borrower prepays)any  Loan at any time.

 

18

----

 

(b)                                 A prepayment of part of a Loan must be in a minimum amount of:

 

(i)                                     US$ 5,000,000 in respect of a Tranche A Loan (or its equivalent inan Optional Currency) and an integral multiple of 1,000,000 units of thatcurrency; and

 

(ii)                                  euro 5,000,000 in respect of a Tranche B Loan (or its equivalent inan Optional Currency) and an integral multiple of 1,000,000 units of thatcurrency.

 

## **8.4**                               Automatic cancellation

## ** **

(a)                                  The Tranche ACommitments shall, to the extent not already voluntarily cancelled under Clause8.5 (Voluntary cancellation), be automatically cancelled in full on the FinalMaturity Date.

 

(b)                                 The Tranche BCommitments shall, to the extent not already voluntarily cancelled underClause 8.5 (Voluntary cancellation), be automatically cancelled in full onthe Final Maturity Date.

 

## **8.5**                               Voluntary cancellation

## ** **

(a)                                  The Company may, by giving not less than 10 Business Days’ priornotice to the Facility Agent, cancel the unutilised amount of the TotalCommitments in whole or in part.

 

(b)                                 Partial cancellation of the Total Commitments must be in a minimumof:

 

#### (i)                                     US$5,000,000 in respect of Tranche A; or

####  

#### (ii)                                  euro 5,000,000 in respect of Tranche B,

####  

andan integral multiple of 1,000,000 units of that currency.

 

(c)                                  Any cancellation in part will be applied against the relevantCommitment of each Lender pro rata.

 

## **8.6**                               Involuntary  prepayment andcancellation

## ** **

(a)                                  If an Obligor is, or will be, required to pay to a Lender a TaxPayment or an Increased Cost, the Company may, while the requirement continues,give notice to the Facility Agent requesting prepayment and cancellation inrespect of that Lender.

 

(b)                                 After notification under paragraph (a) above:

 

(i)                                     each Borrower must repay or prepay that Lender’s share in each Loanmade to it on the date specified in paragraph (c) below; and

 

(ii)                                  the Commitments of that Lender will be immediately cancelled.

 

19

----

 

(c)                                  The date for repayment or prepayment of a Lender’s share in a Loanwill be the last day of the current Term for that Loan or, if earlier, the datespecified by the Company in its notification.

 

## **8.7**                               Re-borrowing of Loans

## ** **

Any voluntaryprepayment of a Loan may be re-borrowed on the terms of this Agreement.  Any mandatory or involuntary prepayment of aLoan may not be re-borrowed.

 

## **8.8**                               Miscellaneous provisions

## ** **

(a)                                  Any notice of prepayment and/or cancellation under this Agreement isirrevocable and must specify the relevant date(s) and the affected Loans andCommitments.  The Facility Agent mustnotify the Lenders promptly of receipt of any such notice.

 

(b)                                 All prepayments under this Agreement must be made with accruedinterest on the amount prepaid.  Nopremium or penalty is payable in respect of any prepayment except for BreakCosts.

 

(c)                                  The Majority Lenders may agree a shorter notice period for avoluntary prepayment or a voluntary cancellation.

 

(d)                                 No prepayment or cancellation is allowed except in accordance withthe express terms of this Agreement.

 

(e)                                  No amount of the Total Commitments cancelled under this Agreementmay subsequently be reinstated.

 

# **9.**                                      INTEREST

# ** **

## **9.1**                               Calculation of interest

## ** **

The rate ofinterest on each Loan for each Term is the percentage rate per annum equal tothe aggregate of the applicable:

 

### (a)                                  Margin;

###  

### (b)                                 IBOR; and

###  

### (c)                                  Mandatory Cost.

###  

## **9.2**                               Adjustment of Margin

## ** **

(a)                                  In this Clause 9.2:

 

(i)                                     “**Margin Reset Date**” means any day upon which a ComplianceCertificate is delivered to the Facility Agent in accordance with Clause 18.3(Compliance Certificate) which shows that there has been a change in the NetDebt/EBITDA Ratio (as calculated in accordance with Clause 19 (Financialcovenants)), which would have an effect on the level of the Margin ascalculated in accordance with sub-paragraph (c) below; and

 

20

----

 

(ii)                                  “**Margin Period**” means the period from (and including) a MarginReset Date to (but excluding) the next Margin Reset Date.

 

(b)                                 For the period from (and including) the date of this Agreementto  (but excluding) the first MarginReset Date, the Margin shall be calculated in accordance with the table set outin paragraph (c) below, by reference to the Compliance Certificate delivered bythe Company pursuant to Clause 4.1 (Conditions precedent documents).

 

(c)                                  On each Margin Reset Date, the Facility Agent shall determine theMargin which will apply to all Terms commencing during the Margin Periodcommencing on or after that Margin Reset Date in accordance with the followingtable:

 

 
| **Net Debt/EBITDA Ratio**   |   | **Margin**                 |   |
|-----------------------------|--------|----------------------------|--------|
|                        |   | **(per cent.  per annum)** |   |
| > 2.50:1 < 2.75:1     |   | 0.70                       |   |
| >2.00:1 and < 2.50:1  |   | 0.525                      |   |
| > 1.50:1 and < 2.00:1 |   | 0.475                      |   |
| > 1.00:1 and < 1.50:1 |   | 0.45                       |   |
| < 1.00:1                 |   | 0.40                       |   |

 

## **9.3**                               Payment of interest

## ** **

Except whereit is provided to the contrary in this Agreement, each Borrower must payaccrued interest on each Loan made to it on the last day of each Term and also,if the Term is longer than six months, on the dates falling at six-monthlyintervals after the first day of that Term.

 

## **9.4**                               Interest on overdue amounts

## ** **

(a)                                  If an Obligor fails to pay any amount payable by it under theFinance Documents, it must immediately on demand by the Facility Agent payinterest on the overdue amount from its due date up to the date of actualpayment, both before, on and after judgment.

 

(b)                                 Interest on an overdue amount is payable at a rate determined by theFacility Agent to be one per cent. per annum above the rate which would havebeen payable if the overdue amount had, during the period of non-payment,constituted a Loan in the currency of the overdue amount.  For this purpose, the Facility Agent may(acting reasonably):

 

(i)                                     select successive Terms of any duration of up to three months; and

 

(ii)                                  determine the appropriate Rate Fixing Day for that Term.

 

21

----

 

(c)                                  Notwithstanding paragraph (b) above, if the overdue amount is aprincipal amount of a Loan and becomes due and payable prior to the last day ofits current Term, then:

 

(i)                                     the first Term for that overdue amount will be the unexpired portionof that Term; and

 

(ii)                                  the rate of interest on the overdue amount for that first Term willbe one per cent. per annum above the rate then payable on that Loan.

 

After theexpiry of the first Term for that overdue amount, the rate on the overdueamount will be calculated in accordance with paragraph (b) above.

 

(d)                                 Interest (if unpaid) on an overdue amount will be compounded withthat overdue amount at the end of each of its Terms but will remain immediatelydue and payable.

 

## **9.5**                               Notification of rates of interest

## ** **

The FacilityAgent must promptly notify each relevant Party of the determination of a rateof interest under this Agreement.

 

# **10.**                               TERMS

# ** **

## **10.1**                        Selection

## ** **

(a)                                  Each Loan has one Term only.

 

(b)                                 A Borrower must select the Term for a Loan in the relevant Request.

 

(c)                                  Subject to the following provisions of this Clause, each Term for aRevolving Credit Loan will be one, two, three or six months or any other periodagreed by the Company and the Lenders.

 

## **10.2**                        No overrunning the Final Maturity Date

## ** **

If a Termwould otherwise overrun the Final Maturity Date, it will be shortened so thatit ends on the Final Maturity Date.

 

## **10.3**                        Notification

## ** **

The FacilityAgent must notify the relevant Borrower and the Lenders of the duration of eachTerm promptly after ascertaining its duration.

 

# **11.**                               MARKETDISRUPTION

# ** **

## **11.1**                        Failure of a Reference Bank to supply a rate

## ** **

If IBOR is tobe calculated by reference to the Reference Banks but a Reference Bank does notsupply a rate by 12.00 noon (local time) on a Rate Fixing Day, the applicableIBOR will, subject as provided below, be calculated on the basis of the ratesof the remaining Reference Banks.

 

22

----

 

## **11.2**                        Market disruption

## ** **

(a)                                  In this Clause, each of the following events is a **marketdisruption event**:

 

(i)                                     IBOR is to be calculated by reference to the Reference Banks but no,or only one, Reference Bank supplies a rate by 12.00 noon (local time) on theRate Fixing Day; or

 

(ii)                                  the Facility Agent receives by close of business on the Rate FixingDay notification from Lenders whose shares in the relevant Loan exceed30 per cent. of that Loan that the cost to them of obtaining matchingdeposits in the relevant interbank market is in excess of IBOR for the relevantTerm.

 

(b)                                 The Facility Agent must promptly notify the Company and the Lendersof a market disruption event.

 

(c)                                  After notification under paragraph (b) above, the rate ofinterest on each Lender’s share in the affected Loan for the relevant Term willbe the aggregate of the applicable:

 

(i)                                     Margin;

 

(ii)                                  rate notified to the Facility Agent by that Lender as soon aspracticable, and in any event before interest is due to be paid in respect ofthat Term, to be that which expresses as a percentage rate per annum the costto that Lender of funding its share in that Loan from whatever source it mayreasonably select; and

 

(iii)                               Mandatory Cost.

 

## **11.3**                        Alternative basis of interest or funding

## ** **

(a)                                  If a market disruption event occurs and the Facility Agent or theCompany so requires, the Company and the Facility Agent must enter intonegotiations for a period of not more than 30 days with a view to agreeing analternative basis for determining the rate of interest and/or funding for theaffected Loan and any future Loan.

 

(b)                                 Any alternative basis agreed will be, with the prior consent of allthe Lenders, binding on all the Parties.

 

# **12.**                               TAXES

# ** **

## **12.1**                        General

## ** **

In this Clause**Tax Credit**means a credit against any Tax or any relief or remission for Tax (or itsrepayment).

 

23

----

 

## **12.2**                        Tax gross-up

## ** **

(a)                                  Each Obligor must make all payments to be made by it under theFinance Documents without any Tax Deduction, unless a Tax Deduction is requiredby law.

 

(b)                                 If an Obligor or a Lender is aware that an Obligor must make a TaxDeduction (or that there is a change in the rate or the basis of a TaxDeduction), it must promptly notify the Facility Agent.  The Facility Agent must then promptly notifythe affected Parties.

 

(c)                                  If a Tax Deduction is required by law to be made by an Obligor orthe Facility Agent, the amount of the payment due from the Obligor will,subject to Clause 12.3 (U.S. Taxes), be increased to a net amount which (aftermaking the Tax Deduction) leaves an amount equal to the payment which wouldhave been due if no Tax Deduction had been required.

 

(d)                                 An Obligor which is not a US Borrower is not required to make anincreased payment under paragraph (c) above to a Lender if such Obligor makingthe payment is able to demonstrate that the Tax Deduction would not have beenrequired if the Lender had complied with its obligations under paragraph (g)below.

 

(e)                                  If an Obligor is required to make a Tax Deduction, that Obligor mustmake the minimum Tax Deduction and must make any payment required in connectionwith that Tax Deduction within the time allowed by law.

 

(f)                                    Within 30 days of making either a Tax Deduction or a paymentrequired in connection with a Tax Deduction, the Obligor making that TaxDeduction must deliver to the Facility Agent for the relevant Finance Partyevidence satisfactory to that Finance Party (acting reasonably) that the TaxDeduction has been made or (as applicable) the appropriate payment has beenpaid to the relevant taxing authority.

 

(g)                                 In circumstances where an Obligor, not being a US Borrower, isrequired (or would in the absence of such filing be required) to make a TaxDeduction (other than in respect of Tax imposed by the United States), thatObligor and each relevant Finance Party shall (to the extent they are entitledor required to do so) co-operate in completing any procedural formalitiesnecessary in order to enable such Obligor to make relevant payments under theFinance Documents without a Tax Deduction.

 

## **12.3**                        U.S. Taxes

## ** **

(a)                                  No U.S. Borrower shall be required to pay any additional amountpursuant to Clause 12.2 (Tax gross-up) or Clause 12.4 (Tax Indemnity) inrespect of Tax imposed by the United States with respect to a sum payable by itto a Lender under the Finance Documents if:

 

(i)                                     on the date such Lender becomes a Party to this Agreement or hasdesignated a new Facility Office either:

 

##### (A)                              in the case of a Lender that is not a United States person (as suchterm is defined in Section 7701(a)(30) of the Code), such Lender is

 

24

----

 

##### not entitled to submit a U.S. InternalRevenue Service Form W-8BEN (relating to such Lender and claiming a completeexemption from withholding on interest payable pursuant to this Agreement) (orsuccessor forms) or a Form W-8ECI (or successor forms) with respect to interestpayable pursuant to this Agreement and such Tax would not have been payable hadsuch Lender been entitled to provide such form; or

#####  

##### (B)                                such Lender is subject to such Tax by reason of any connectionbetween the jurisdiction imposing such Tax and the Lender or its FacilityOffice other than a connection arising solely from this Agreement or anytransaction contemplated hereby; or

#####  

(ii)                                  such Lender has failed to submit any form, certificate or otherinformation with respect to such sum payable that it was required to submitpursuant to sub-clauses 12.3 (b), (c) or (d) below and is entitled to submitunder applicable law.

 

(b)                                 If a Lender is not a United States person (as such term is definedin Section 7701(a)(30) of the Code) it shall (if and to the extent that itis entitled to do so under applicable law) submit, as soon as practicable,after (i) it has become a Party to this Agreement or (ii) designated a newFacility Office or, (iii) if later, the date as the case may be, after there isany U.S. Borrower, and before any payment of interest is made under thisAgreement after an event described in (i), (ii) or (iii) of this sub-clause12.3(b) has occurred, in duplicate to each U.S. Borrower duly completed andsigned copies of either Form W-8BEN (or successor form) of the United StatesInternal Revenue Service (relating to such Lender and claiming a complete exemptionfrom withholding on all amounts (to which such withholding would otherwiseapply) to be received by such Lender pursuant to this Agreement in connectionwith any borrowing by such U.S. Borrower as a result of a tax treaty concludedwith the United States) or Form W-8ECI (or successor form) of the United StatesInternal Revenue Service (relating to all amounts (to which such withholdingwould otherwise apply) to be received by such Lender pursuant to this Agreementin connection with any borrowing by such U.S. Borrower).  Thereafter and from time to time upon thereasonable request of a U.S. Borrower, such Lender shall (if and to the extentthat it is entitled to do so under applicable law) submit to such U.S. Borrowersuch additional duly completed and signed copies of one or the other such forms(or such successor forms as shall be adopted from time to time by the relevantUnited States taxation authorities), in each case as may be required under thencurrent United States law or regulations to claim the inapplicability of,exemption from, United States Federal withholding taxes on payments in respectof all amounts (to which such withholding would otherwise apply) to be receivedby such Lender pursuant to any of the Finance Documents in connection with anyborrowing by such U.S. Borrower.

 

(c)                                  If a Lender is a United States person (as such term is defined inSection 7701(a)(30) of the Code) (other than a Lender that is acorporation or otherwise exempt from United States Information reporting andbackup witholding tax) it shall, as soon as practicable after it has become aParty to this Agreement or designated a new Facility Office or, as the case maybe, after there is any U.S. Borrower, and thereafter upon the reasonablerequest of a U.S. Borrower, submit in duplicate to such U.S. Borrower

 

25

----

 

duly completed and signed copies of UnitedStates Internal Revenue Service from W-9 (or successor form) certifying that itis such a United States person and shall (if and to the extent that it isentitled to do so under applicable law) upon the reasonable request of a U.S.Borrower submit any additional information that may be necessary to avoidUnited States Federal withholding taxes on all payments (to which such withholdingwould otherwise apply) to be received pursuant to any of the Finance Documentsin connection with any borrowing by such U.S. Borrower.

 

(d)                                 To the extent that any U.S. Borrower becomes aware of the need forany other such form or information it will notify the relevant Lenders as soonas reasonably practicable thereafter and such Lender shall (if and to theextent that it is entitled to do so under applicable law) submit as soon aspracticable in duplicate to each U.S. Borrower duly completed and signed copiesof any such form or information, provided, however, that  nothing contained in this Clause 12.3 shallrequire any Lender to disclose any information relating to its affairs whichsuch Lender (in its sole discretion) considers confidential.

 

## **12.4**                        Tax indemnity

## ** **

(a)                                  Without prejudice to Clauses 12.2 (Tax gross-up) and 12.3 (U.S.Taxes), the Company must within three Business Days of demand by the FacilityAgent or Lender indemnify a Finance Party against any loss or liability whichthat Finance Party (in its absolute discretion) determines will be or has beensuffered (directly or indirectly) by that Finance Party for or on account ofTax in relation to a payment received or receivable (or any payment deemed tobe received or receivable) under a Finance Document.

 

(b)                                 Paragraph (a) above does not apply to any Tax assessed on aFinance Party under the laws of the jurisdiction in which:

 

(i)                                     that Finance Party is incorporated or, if different, thejurisdiction (or jurisdictions) in which that Finance Party is treated asresident for tax purposes; or

 

(ii)                                  that Finance Party’s Facility Office is located in respect ofamounts received or receivable in that jurisdiction,

 

if that Tax isimposed on or calculated by reference to the net income received or receivableby that Finance Party.  However, anypayment deemed to be received or receivable, including any amount treated asincome but not actually received by the Finance Party, such as a Tax Deduction,will not be treated as net income received or receivable for this purpose.

 

(c)                                  Paragraph (a) above also does not apply to the extent that the lossor liability:

 

(i)                                     is compensated for by an increased payment under Clause 12.2; or

 

(ii)                                  would have been compensated for by an increased payment under Clause12.2 but was not so compensated solely because one of the exclusions in Clause12.2 (d) or 12.3 applied.

 

26

----

 

(d)                                 A Finance Party making, or intending to make, a claim underparagraph (a) above must promptly notify the Company of the event whichwill give, or has given, rise to the claim.

 

## **12.5**                        Tax Credit

## ** **

If an Obligormakes a Tax Payment and the relevant Finance Party (in its absolute discretion)determines that:

 

### (a)                                  a Tax Credit is attributable to that Tax Payment; and

###  

### (b)                                 it has used and retained that Tax Credit,

###  

the FinanceParty must pay an amount to the Obligor which that Finance Party determines (inits absolute discretion) will leave it (after that payment) in the sameafter-Tax position as it would have been if the Tax Payment had not been madeby the Obligor.

 

## **12.6**                        Stamp taxes

## ** **

The Companymust pay and within three Business Days of demand by the Facility Agentindemnify each Finance Party against any stamp duty, registration or othersimilar Tax payable in connection with the entry into, performance orenforcement of any Finance Document, except for any such Tax payable inconnection with the entry into of a Transfer Certificate.

 

## **12.7**                        Value added taxes

## ** **

(a)                                  Any amount (including costs and expenses) payable under a FinanceDocument by an Obligor is exclusive of any value added tax or any other similarTax which is chargeable in connection with that amount.  If any such Tax is so chargeable, theObligor must pay to the Finance Party (in addition to and at the same time aspaying that amount) an amount equal to the amount of that Tax.

 

(b)                                 The obligation of any Obligor under paragraph (a) above will bereduced to the extent that the Finance Party determines (acting reasonably)that it is entitled to repayment or a credit in respect of the relevant Tax.

 

# **13.**                               INCREASEDCOSTS

# ** **

## **13.1**                        Increased Costs

## ** **

Except asprovided below in this Clause, the Company must pay to a Finance Party theamount of any Increased Cost incurred by that Finance Party or any of its Affiliatesas a result of:

 

### (a)                                  the introduction of, or any change in, or any change in theinterpretation or application of, any law or regulation; or

###  

### (b)                                 compliance with any law or regulation,

###  

made after thedate of this Agreement.

 

27

----

 

## **13.2**                        Exceptions

## ** **

The Companyneed not make any payment for an Increased Cost to the extent that theIncreased Cost is:

 

### (a)                                  compensated for under another Clause or would have been but for anexception to that Clause;

###  

### (b)                                 a tax on the overall net income of a Finance Party or any of itsAffiliates; or

###  

### (c)                                  attributable to a Finance Party or its Affiliate wilfully failing tocomply with any law or regulation.

###  

## **13.3**                        Claims

## ** **

(a)                                  A Finance Party intending to make a claim for an Increased Cost mustnotify the Company promptly of the circumstances giving rise to, and the amountof, the claim.

 

(b)                                 Each Finance Party shall, as soon as practicable after a demand bythe Facility Agent, provide a certificate confirming the amount of IncreasedCosts, provided that nothing in this Clause 13 shall require a Finance Party todisclose any information relating to the manner in which it or any of itsAffiliates employs its capital or arranges its internal financial affairs.

 

# **14.**                               MITIGATION

# ** **

## **14.1**                        Mitigation

## ** **

(a)                                  Each Finance Party must, in consultation with the Company, take allreasonable steps to mitigate any circumstances which arise and which result orwould result in:

 

(i)                                     any Tax Payment or Increased Cost being payable to that Finance Party;

 

(ii)                                  that Finance Party being able to exercise any right of prepaymentand/or cancellation under this Agreement by reason of any illegality; or

 

(iii)                               that Finance Party incurring any cost of complying with the minimumreserve requirements of the European Central Bank,

 

includingtransferring its rights and obligations under the Finance Documents to anAffiliate or changing its Facility Office.

 

(b)                                 The Company must indemnify each Finance Party for all costs andexpenses reasonably incurred by that Finance Party as a result of any steptaken by it under this Subclause.

 

(c)                                  A Finance Party is not obliged to take any step under this Subclauseif, in the opinion of that Finance Party (acting reasonably), to do so might beprejudicial to it.

 

28

----

 

## **14.2**                        Conduct of business by a Finance Party

## ** **

No term ofthis Agreement will:

 

### (a)                                  interfere with the right of any Finance Party to arrange its affairs(Tax or otherwise) in whatever manner it thinks fit;

###  

### (b)                                 oblige any Finance Party to investigate or claim any credit, relief,remission or repayment available to it in respect of Tax or the extent, orderand manner of any claim; or

###  

### (c)                                  oblige any Finance Party to disclose any information relating to itsaffairs (Tax or otherwise) or any computation in respect of Tax.

###  

# **15.**                               PAYMENTS

# ** **

## **15.1**                        Place

## ** **

Unless aFinance Document specifies that payments under it are to be made in anothermanner, all payments by a Party (other than the Facility Agent) under theFinance Documents must be made to the Facility Agent to its account at suchoffice or bank:

 

### (a)                                  in the principal financial centre of the country of the relevantcurrency; or

###  

### (b)                                 in the case of euro, in the principal financial centre of aParticipating Member State or London or Stockholm,

###  

as it maynotify to that Party for this purpose by not less than five Business Days’prior notice.

 

## **15.2**                        Funds

## ** **

Payments underthe Finance Documents to the Facility Agent must be made for value on the duedate at such times and in such funds as the Facility Agent may specify to theParty concerned as being customary at the time for the settlement oftransactions in the relevant currency in the place for payment.

 

## **15.3**                        Distribution

## ** **

(a)                                  Each payment received by the Facility Agent under the FinanceDocuments for another Party must, except as provided below, be made availableby the Facility Agent to that Party by payment (as soon as practicable afterreceipt) to its account with such office or bank:

 

(i)                                     in the principal financial centre of the country of the relevantcurrency; or

 

(ii)                                  in the case of euro, in the principal financial centre of aParticipating Member State, Stockholm or London,

 

as it maynotify to the Facility Agent for this purpose by not less than five BusinessDays’ prior notice.

 

29

----

 

(b)                                 The Facility Agent may apply any amount received by it for anObligor in or towards payment (as soon as practicable after receipt) of anyamount due from that Obligor under the Finance Documents or in or towards thepurchase of any amount of any currency to be so applied.

 

(c)                                  Where a sum is paid to the Facility Agent under this Agreement foranother Party, the Facility Agent is not obliged to pay that sum to that Partyuntil it has established that it has actually received it.  However, the Facility Agent may assume thatthe sum has been paid to it, and, in reliance on that assumption, makeavailable to that Party a corresponding amount.  If it transpires that the sum has not been received by theFacility Agent, that Party must immediately on demand by the Facility Agentrefund any corresponding amount made available to it together with interest onthat amount from the date of payment to the date of receipt by the FacilityAgent at a rate calculated by the Facility Agent to reflect its cost of funds.

 

## **15.4**                        Currency

## ** **

(a)                                  Unless a Finance Document specifies that payments under it are to bemade in a different manner, the currency of each amount payable under theFinance Documents is determined under this Clause.

 

(b)                                 Interest is payable in the currency in which the relevant amount inrespect of which it is payable is denominated.

 

(c)                                  A repayment or prepayment of any principal amount is payable in thecurrency in which that principal amount is denominated on its due date.

 

(d)                                 Amounts payable in respect of costs and expenses are payable in thecurrency in which they are incurred.

 

(e)                                  Each other amount payable under the Finance Documents is payable ineuro.

 

## **15.5**                        No set-off or counterclaim

## ** **

All paymentsmade by an Obligor under the Finance Documents must be made without set-off orcounterclaim.

 

## **15.6**                        Business Days

## ** **

(a)                                  If a payment under the Finance Documents is due on a day which isnot a Business Day, the due date for that payment will instead be the nextBusiness Day in the same calendar month (if there is one) or the precedingBusiness Day (if there is not) or whatever day the Facility Agent determines ismarket practice.

 

(b)                                 During any extension of the due date for payment of any principalunder this Agreement interest is payable on that principal at the rate payableon the original due date.

 

30

----

 

## **15.7**                        Partial payments

## ** **

(a)                                  If any Administrative Party receives a payment insufficient todischarge all the amounts then due and payable by the Obligors under theFinance Documents, the Administrative Party must apply that payment towards theobligations of the Obligors under the Finance Documents in the following order:

 

(i)                                     **first**, in or towards payment pro rata of any unpaid fees, costs andexpenses of the Administrative Parties under the Finance Documents;

 

(ii)                                  **secondly**, in or towards payment pro rata of any accrued interest or fee duebut unpaid under this Agreement;

 

(iii)                               **thirdly**, in or towards payment pro rata of any principal amount due butunpaid under this Agreement; and

 

(iv)                              **fourthly**, in or towards payment pro rata of any other sum due but unpaidunder the Finance Documents.

 

(b)                                 The Facility Agent must, if so directed by all the Lenders, vary theorder set out in sub-paragraphs (a)(ii) to (iv) above.

 

(c)                                  This Subclause will override any appropriation made by an Obligor.

 

## **15.8**                        Timing of payments

## ** **

If a FinanceDocument does not provide for when a particular payment is due, that paymentwill be due within three Business Days of demand by the relevant Finance Party.

 

# **16.**                               GUARANTEEAND INDEMNITY

# ** **

## **16.1**                        Guarantee and indemnity

## ** **

Each Guarantorjointly and severally and irrevocably and unconditionally:

 

### (a)                                  guarantees to each Finance Party punctual performance by eachBorrower of all its payment obligations under the Finance Documents;

###  

### (b)                                 undertakes with each Finance Party that, whenever a Borrower doesnot pay any amount when due under any Finance Document, it must immediately ondemand by the Facility Agent pay that amount as if it were the principalobligor; and

###  

### (c)                                  indemnifies each Finance Party immediately on demand against anyloss or liability suffered by that Finance Party if any obligation guaranteedby it is or becomes unenforceable, invalid or illegal; the amount of the lossor liability under this indemnity will be equal to the amount the Finance Partywould otherwise have been entitled to recover.

 

31

----

 

## **16.2**                        Continuing guarantee

## ** **

This guaranteeis a continuing guarantee and will extend to the ultimate balance of all sumspayable by any Obligor under the Finance Documents, regardless of anyintermediate payment or discharge in whole or in part.

 

## **16.3**                        Reinstatement

## ** **

(a)                                  If any discharge (whether in respect of the obligations of anyObligor or any security for those obligations or otherwise) or arrangement ismade in whole or in part on the faith of any payment, security or otherdisposition which is avoided or must be restored on insolvency, liquidation orotherwise without limitation, the liability of each Guarantor under thisClause  will continue as if the discharge or arrangement had not occurred.

 

(b)                                 Each Finance Party may concede or compromise any claim that anypayment, security or other disposition is liable to avoidance or restoration.

 

## **16.4**                        Waiver of defences

## ** **

Theobligations of each Guarantor under this Clause will not be affected byany act, omission or thing which, but for this provision, would reduce, releaseor prejudice any of its obligations under this Clause (whether or notknown to it or any Finance Party).  Thisincludes:

 

### (a)                                  any time or waiver granted to, or composition with, any person;

###  

### (b)                                 any release of any person under the terms of any composition orarrangement;

###  

### (c)                                  the taking, variation, compromise, exchange, renewal or release of,or refusal or neglect to perfect, take up or enforce, any rights against, orsecurity over assets of, any person;

###  

### (d)                                 any non-presentation or non-observance of any formality or otherrequirement in respect of any instrument or any failure to realise the fullvalue of any security;

###  

### (e)                                  any incapacity or lack of power, authority or legal personality ofor dissolution or change in the members or status of any person;

###  

### (f)                                    any amendment (however fundamental) of a Finance Document or anyother document or security; or

###  

### (g)                                 any unenforceability, illegality, invalidity or non-provability ofany obligation of any person under any Finance Document or any other documentor security.

###  

## **16.5**                        Immediate recourse

## ** **

Each Guarantorwaives any right it may have of first requiring any Finance Party (or anytrustee or agent on its behalf) to proceed against or enforce any other rightor security or claim payment from any person before claiming from thatGuarantor under this Clause.

 

32

----

 

## **16.6**                        Appropriations

## ** **

Until allamounts which may be or become payable by the Obligors under the FinanceDocuments have been irrevocably paid in full, each Finance Party (or anytrustee or agent on its behalf) may:

 

### (a)                                  without affecting the liability of any Guarantor under this Clause:

###  

#### (i)                                     refrain from applying or enforcing any other moneys, security orrights held or received by that Finance Party (or any trustee or agent on itsbehalf) in respect of those amounts; or

####  

#### (ii)                                  apply and enforce them in such manner and order as it sees fit(whether against those amounts or otherwise); and

####  

### (b)                                 hold in an interest-bearing suspense account any moneys receivedfrom any Guarantor or on account of that Guarantor’s liability under thisClause.

###  

## **16.7**                        Non-competition

## ** **

Unless:

 

### (a)                                  all amounts which may be or become payable by the Obligors under theFinance Documents have been irrevocably paid in full; or

###  

### (b)                                 the Facility Agent otherwise directs,

###  

no Guarantorwill, after a claim has been made or by virtue of any payment or performance byit under this Clause:

 

(i)                                     be subrogated to any rights, security or moneys held, received orreceivable by any Finance Party (or any trustee or agent on its behalf);

 

(ii)                                  be entitled to any right of contribution or indemnity in respect ofany payment made or moneys received on account of that Guarantor’s liabilityunder this Clause;

 

(iii)                               claim, rank, prove or vote as a creditor of any Obligor or itsestate in competition with any Finance Party (or any trustee or agent on itsbehalf); or

 

(iv)                              receive, claim or have the benefit of any payment, distribution orsecurity from or on account of any Obligor, or exercise any right of set-off asagainst any Obligor.

 

Each Guarantormust hold in trust for and immediately pay or transfer to the Facility Agentfor the Finance Parties any payment or distribution or benefit of securityreceived by it contrary to this Clause or in accordance with any directionsgiven by the Facility Agent under this Clause.

 

33

----

 

## **16.8**                        Additional security

## ** **

This guaranteeis in addition to and is not in any way prejudiced by any other security now orsubsequently held by any Finance Party.

 

# **17.**                               REPRESENTATIONS

# ** **

## **17.1**                        Representations

## ** **

### The representations set out in thisClause are made by each Obligor or (if it so states) the Parent to eachFinance Party.

###  

## **17.2**                        Status

## ** **

(a)                                  In the case of Alfa Laval US Treasury Inc., itis a corporation, duly incorporated, in good standing and validly existingunder the laws of its jurisdiction of incorporation, and in the case of eachother Obligor, it is a limited liability company, dulyincorporated and validly existing under the laws of its jurisdiction ofincorporation.

 

(b)                                 It and each of its Subsidiaries has the power to own its assets andcarry on its business as it is being conducted.

 

## **17.3**                        Powers and authority

## ** **

It has thepower to enter into, deliver and perform, and has taken all necessary action toauthorise the entry into, delivery and performance of, the Finance Documents towhich it is or will be a party and the transactions contemplated by thoseFinance Documents.

 

## **17.4**                        Legal validity

## ** **

Subject to theReservations and any general principles of law limiting its obligations andreferred to in any legal opinion required under this Agreement, each FinanceDocument to which it is a party is its legally binding, valid and enforceableobligation (other than a Transfer Certificate which is ineffective solely dueto the Facility Agent).

 

## **17.5**                        Non-conflict

## ** **

The entry intoand performance by it of, and the transactions contemplated by, the FinanceDocuments do not conflict with:

 

### (a)                                  any law or regulation applicable to it;

###  

### (b)                                 its or any of its Subsidiaries’ constitutional documents; or

###  

### (c)                                  any document which is binding upon it or any of its Subsidiaries orany of its or its Subsidiaries’ assets unless conflict with such document wouldnot be reasonably likely to have a Material Adverse Effect.

 

34

----

 

## **17.6**                        No default

## ** **

(a)                                  No Default is outstanding or will result from the execution of, orthe performance of any transaction contemplated by, any Finance Document; and

 

(b)                                 No other event is outstanding which constitutes a default under anydocument which is binding on it or any of its Subsidiaries or any of its or itsSubsidiaries’ assets to an extent or in a manner which is reasonably likely tohave a Material Adverse Effect.

 

## **17.7**                        Authorisations

## ** **

(a)                                  All authorisations required by it in connection with the entry into,delivery, performance, validity and enforceability of, and the transactionscontemplated by, the Finance Documents have been obtained or effected (asappropriate) and are in full force and effect.

 
| (b)    | (i)    | subject to sub-paragraph (b)(ii) below, no  Finance Party is or will be deemed to be resident, domiciled or carrying on  business in its jurisdiction of incorporation by reason only of the  execution, delivery, performance and/or enforcement of any Finance Document.                                               |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                     |
|   | (ii)   | In relation to an Obligor incorporated in  the State of Delaware, the representation in (b)(i) above is subject to the  assumption that the execution, delivery, performance and/or enforcement of  the Finance Documents by a Finance Party is the only contact that such entity  has with or in the State of Delaware. |

####  

## **17.8**                        Financial statements

## ** **

Its auditedfinancial statements most recently delivered to the Facility Agent (which, inthe case of the Parent at the date of this Agreement, are the OriginalFinancial Statements):

 

### (a)                                  have been prepared in accordance with accounting principles andpractices generally accepted in its jurisdiction of incorporation, consistentlyapplied; and

###  

### (b)                                 fairly represent its financial condition (consolidated, ifapplicable) as at the date to which they were drawn up,

###  

except, ineach case, as disclosed to the contrary in those financial statements.

 

## **17.9**                        No material adverse change

## ** **

In the case ofthe Parent only, there has been no material adverse change in the business orfinancial condition of the Group taken as a whole on a consolidated basis sincethe date to which the Original Financial Statements were drawn up.

 

## **17.10**                 Litigation

## ** **

No litigation, arbitration or administrativeproceedings are current or, to its knowledge, pending or threatened by oragainst it, which are reasonably likely to be adversely determined and, ifadversely determined, are reasonably likely to have a Material Adverse Effect.

 

35

----

 

## **17.11**                 Paripassu ranking

## ** **

Its paymentobligations under the Finance Documents rank at least pari passu with all itsother present and future unsecured payment obligations, except for obligationsmandatorily preferred by law applying to companies generally.

 

## **17.12**                 Taxeson payments

## ** **

All amountspayable by it under the Finance Documents may be made without any TaxDeduction, and no stamp or registration duty or similar Tax or charge ispayable in its jurisdiction of incorporation in respect of any FinanceDocument.

 

## **17.13**                 Immunity

## ** **

(a)                                  The execution by it of each Finance Document constitutes, and theexercise by it of its rights and performance of its obligations under eachFinance Document will constitute, private and commercial acts performed forprivate and commercial purposes.

 

(b)                                 It will not be entitled to claim immunity from suit, execution,attachment or other legal process in any proceedings taken in its jurisdictionof incorporation in relation to any Finance Document.

 

## **17.14**                 Jurisdiction/governinglaw

## ** **

In each casesubject to the Reservations and any general principles of law limiting itsobligations and referred to in any legal opinion under this Agreement:

 

### (a)                                  its:

###  

#### (i)                                     irrevocable submission under this Agreement to the jurisdiction ofthe courts of England and New York;

####  

#### (ii)                                  agreement that this Agreement is governed by English law; and

####  

#### (iii)                               agreement not to claim any immunity to which it or its assets may beentitled,

####  

are legal,valid and binding under the laws of its jurisdiction of incorporation except,with respect to (ii) above, to the extent any term of this Agreement or anyprovision of English law applicable to this Agreement violates an importantpublic policy under the laws of its jurisdiction of incorporation; and

 

### (b)                                 any judgment obtained in England or in New York will be recognisedand be enforceable by the courts of its jurisdiction of incorporation.

###  

## **17.15**                 ERISA

## ** **

Each Plan of the Obligors and their respective ERISA Affiliates that isintended to be qualified under section 401(a) of the Code or Title IV of ERISAcomplies in all material respects with all applicable requirements of law andregulation.  No Reportable Event hasoccurred with respect to any Plan which might reasonably be expected to have aMaterial

 

36

----

 

Adverse Effect, and no steps have been taken to terminate any Planwhich is subject to Title IV of ERISA other than a termination pursuant toSection 4041(b) of ERISA.  NoObligor or any Subsidiary or ERISA Affiliate of an Obligor has had a completeor partial withdrawal from any Multiemployer Plan or initiated any steps to doso except as would not reasonably be expected to have a Material AdverseEffect.

 

## **17.16**                 InvestmentCompany Act

 

No Obligor is an “investment company” or a company “controlled” by an“investment company”, within the meaning of the United States InvestmentCompany Act of 1940, as amended.

 

## **17.17**                 Otherregulation

## ** **

No Obligor is subject to regulation under any United States Federal orState law or regulation that limits its ability to incur or guaranteeindebtedness.

 

## **17.18**                 MarginStock

## ** **

### (a)                                  The proceeds of the Loans have been and will be used only for thepurposes described in Clause 3 (Purpose).

###  

### (b)                                 No Obligor is engaged in the business of extending credit for thepurpose, directly or indirectly, of purchasing or carrying Margin Stock.

###  

### (c)                                  No portion of any borrowings hereunder, or the use of the proceedsthereof, has been or will be used, directly or indirectly, to purchase or carryany margin stock (including any Margin Stock or for any other purpose inviolation of the Margin Regulations).

###  

## **17.19**                 UnitedStates laws

## ** **

### (a)                                  In this Subclause:

###  

**Anti-Terrorism Law** means each of:

 

#### (i)                                     Executive Order No. 13224 of September 23, 2001 - BlockingProperty and Prohibiting Transactions With Persons Who Commit, Threaten ToCommit, or Support Terrorism (the **Executive Order**);

####  

#### (ii)                                  the Uniting and Strengthening America by Providing Appropriate ToolsRequired to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56(commonly known as the USA Patriot Act);

####  

#### (iii)                               the Money Laundering Control Act of 1986, Public Law 99-570; and

####  

#### (iv)                              any similar law enacted in the United States of America subsequentto the date of this Agreement.

####  

**holding company** has the meaning given to it in the United States Public UtilityHolding Company Act of 1935.

 

37

----

 

**investment company** has the meaning given to it in the United States Investment CompanyAct of 1940.

 

**public utility** has the meaning given to it in the United States Federal Power Actof 1920.

 

**Restricted Party** means any person listed:

 

(i)                                     in the Annex to the Executive Order;

 

(ii)                                  on the “Specially Designated Nationals and Blocked Persons” listmaintained by the Office of Foreign Assets Control of the United StatesDepartment of the Treasury; or

 

(iii)                               in any successor list to either of the foregoing.

 

### (b)                                 It is not:

###  

#### (i)                                     a holding company or subject to regulation under the United StatesPublic Utility Holding Company Act of 1935;

####  

#### (ii)                                  a public utility or subject to regulation under the United StatesFederal Power Act of 1920; or

####  

#### (iii)                               required to be registered as an investment company or subject toregulation under the United States Investment Company Act of 1940.

####  

### (c)                                  To the best of its knowledge, neither it nor any of its Affiliates:

###  

#### (i)                                     is, or is controlled by, a Restricted Party;

####  

#### (ii)                                  has received funds or other property from a Restricted Party; or

####  

#### (iii)                               is in breach of or is the subject of any action or investigationunder any Anti-Terrorism Law.

####  

## **17.20**                 SeniorIndebtedness

## ** **

All monetaryobligations under the Finance Documents constitute Senior Indebtedness underthe Senior Notes.

 

## **17.21**                 Timesfor making representations

## ** **

(a)                                  The representations set out in this Clause are made by eachObligor on the date of this Agreement.

 

(b)                                 Unless a representation is expressed to be given at a specific date,each representation (other than the representation in Clause 17.12 (Taxes onpayments)) is deemed to be repeated by each Obligor on the date of each Requestand on the date of each drawing.

 

38

----

 

(c)                                  When a representation is repeated, it is applied to thecircumstances existing at the time of repetition.

 

# **18.**                               INFORMATIONCOVENANTS

# ** **

## **18.1**                        Financial statements

## ** **

(a)                                  The Parent must supply to the Facility Agent in sufficient copiesfor all the Lenders:

 

(i)                                     its audited consolidated financial statements for each of itsfinancial years;

 

(ii)                                  the audited unconsolidated financial statements of each Obligor foreach of its financial years; and

 

(iii)                               the quarterly reports of each Borrower and the Parent, consolidatedand unconsolidated for the Parent, unconsolidated for each Borrower andconsolidated if produced.

 

(b)                                 All financial statements must be supplied as soon as they areavailable and:

 

(i)                                     in the case of the Parent’s audited consolidated financialstatements, within 120 days;

 

(ii)                                  in the case of each Obligor’s audited unconsolidated financialstatements, within 120 days; and

 

(iii)                               in the case of each Obligor’s quarterly reports, within60 days,

 

of the end ofthe relevant financial period.

 

## **18.2**                        Form of financial statements

## ** **

(a)                                  The Parent must ensure that each set of financial statementssupplied under this Agreement gives (if audited) a true and fair view of, or (ifunaudited) fairly represents, the financial condition (consolidated orotherwise) of the relevant person as at the date to which those financialstatements were drawn up.

 

(b)                                 The Parent must notify the Facility Agent of any change to the basison which its audited consolidated financial statements are prepared.

 

(c)                                  If requested by the Facility Agent, the Parent must supply to theFacility Agent:

 

(i)                                     a full description of any change notified under paragraph (b)above; and

 

(ii)                                  sufficient information to enable the Finance Parties to make aproper comparison between the financial position shown by the set of financialstatements prepared on the changed basis and its most recent auditedconsolidated financial statements delivered to the Facility Agent under thisAgreement.

 

39

----

 

(d)                                 If requested by the Facility Agent, the Parent must enter intodiscussions for a period of not more than 30 days with a view to agreeingany amendments required to be made to this Agreement to place the Parent andthe Lenders in the same position as they would have been in if the change hadnot happened.  Any agreement between theParent and the Facility Agent will be, with the prior consent of the MajorityLenders, binding on all the Parties.

 

(e)                                  If no agreement is reached under paragraph (d) above on therequired amendments to this Agreement, the Parent must supply with each set ofits financial statements another set of its financial statements prepared onthe same basis as the Original Financial Statements.

 

## **18.3**                        Compliance Certificate

## ** **

(a)                                  The Parent must supply to the Facility Agent a ComplianceCertificate with each set of its financial statements sent to the FacilityAgent under this Agreement.

 

(b)                                 A Compliance Certificate must be signed by two authorisedsignatories of the Parent and, in the case of a Compliance Certificate suppliedwith its annual audited consolidated financial statements, its auditors.

 

## **18.4**                        Information - miscellaneous

## ** **

The Parentmust supply to the Facility Agent, in sufficient copies for all the Lenders ifthe Facility Agent so requests:

 

### (a)                                  copies of all documents despatched by the Parent to its shareholders(or any class of them) or its creditors generally or any class of them at thesame time as they are despatched;

###  

### (b)                                 promptly upon becoming aware of them, details of any litigation,arbitration or administrative proceedings which are current, threatened orpending and which might, if adversely determined, reasonably be expected tohave a Material Adverse Effect; and

###  

### (c)                                  promptly on request, such further information regarding thefinancial condition and operations of the Group as any Finance Party throughthe Facility Agent may reasonably request.

###  

## **18.5**                        Notification of Default

## ** **

(a)                                  Unless the Facility Agent has already been so notified by anotherObligor, each Obligor must notify the Facility Agent of any Default (and thesteps, if any, being taken to remedy it) promptly upon becoming aware of itsoccurrence (unless the relevant Obligor is aware that a notification hasalready been provided by another Obligor).

 

(b)                                 Promptly on request by the Facility Agent (if in the opinion of theFacility Agent it has reasonable grounds for making such a request), the Parentmust supply to the Facility Agent a certificate, signed by two of itsauthorised signatories on its behalf,

 

40

----

 

certifying that no Default is outstanding or,if a Default is outstanding, specifying the Default and the steps, if any,being taken to remedy it.

 

## **18.6**                        Year end

## ** **

The Parentmust not change its financial year end without the prior approval of theMajority Lenders (such approval not to be unreasonably withheld).

 

## **18.7**                        Use of websites

## ** **

(a)                                  Except as provided below, the Parent may deliver any informationunder this Agreement to a Lender by posting it on to an electronic website if:

 

(i)                                     the Facility Agent and the Lender agree;

 

(ii)                                  the Parent and the Facility Agent designate an electronic websitefor this purpose;

 

(iii)                               the Parent notifies the Facility Agent of the address of andpassword for the website; and

 

(iv)                              the information posted is in a format agreed between the Parent andthe Facility Agent.

 

The FacilityAgent must supply each relevant Lender with the address of and password for thewebsite.

 

(b)                                 Notwithstanding the above, the Parent must supply to the FacilityAgent in paper form a copy of any information posted on the website togetherwith sufficient copies for:

 

(i)                                     any Lender not agreeing to receive information via the website; and

 

(ii)                                  within ten Business Days of request any other Lender, if that Lenderso requests.

 

(c)                                  The Parent must promptly upon becoming aware of its occurrence,notify the Facility Agent if:

 

(i)                                     the website cannot be accessed;

 

(ii)                                  the website or any information on the website is infected by anyelectronic virus or similar software;

 

(iii)                               the password for the website is changed; or

 

(iv)                              any information to be supplied under this Agreement is posted on thewebsite or amended after being posted.

 

If the circumstancesin paragraphs (i) or (ii) above occur, the Parent must supply any informationrequired under this Agreement in paper form.

 

41

----

 

## **18.8**                        Legal Requirements

## ** **

Nothing inthis Clause 18 obliges the Parent or any Obligor to provide any information tothe Facility Agent or any Lender if the Parent is prevented from doing so bylaw or by any rule or regulation of the Stockholm Stock Exchange or if, byproviding such information to the Facility Agent or the Lenders, the Parentwould be required by law or by any rule or regulation of the Stockholm StockExchange to provide the same information to its shareholders at the same time,which the Parent was not proposing to do.

 

## **18.9**                        ERISA notice requirements

## ** **

Each Obligorwill give the Facility Agent prompt notice of the occurrence of any of thefollowing events:

 

### (a)                                  any Reportable Event;

###  

### (b)                                 termination of any Plan subject to Title IV of ERISA maintained orcontributed by the Obligor or any ERISA Affiliate or any action that couldreasonably be expected to result in termination of any such Plan subject toTitle IV of ERISA other than a termination under Section 4041(b) of ERISA;

###  

### (c)                                  complete or partial withdrawal from any Multiemployer Plan by theObligor or any ERISA Affiliate or any action that is reasonably expected toresult in complete or partial withdrawal in either case where it is or isexpected to result in a material liability to the Obligor or any ERISAAffiliate; or

###  

### (d)                                 a claim or other written communication alleging materialnon-compliance with any law or regulation relating to any Plan.

###  

In each noticedelivered under this Clause, the Obligor will include reasonable detailsconcerning the occurrence that is the subject of the notice as well as the Obligor’sproposed course of action, if any. Delivery of a notice under this Clause will not effect the Obligor’sobligations to comply with any other provision of this Agreement.

 

## **18.10**                 Knowyour customer requirements

## ** **

(a)                                  Each Obligor must promptly on the request of any Finance Partysupply to that Finance Party any documentation or other evidence which isreasonably requested by that Finance Party (whether for itself, on behalf ofany Finance Party or any prospective new Lender) to enable a Finance Party orprospective new Lender to carry out and be satisfied with the results of allknow your customer requirements.

 

(b)                                 Each Lender must promptly on the request of the Facility Agentsupply to the Facility Agent any documentation or other evidence which isreasonably required by the Facility Agent to carry out and be satisfied withthe results of all know your customer requirements.

 

# **19.**                               FINANCIALCOVENANTS

# ** **

(a)                                  In this Clause 19:

 

42

----

 

**Balance Sheet** means, at any time, the balance sheet forming part of the latestconsolidated accounts of the Group (whether audited or unaudited) delivered (orrequired to be delivered) to the Facility Agent under Clause 18.1(Financial statements) at that time.

 

**Cash or cash equivalents** means, at any time:

 

(i)                                     cash in hand or on deposit with a bank or post office, which, ineither case, is remittable to Sweden;

 

(ii)                                  certificates of deposit, maturing within one year after the relevantdate of calculation, issued by a bank;

 

(iii)                               any investment in marketable debt instruments issued or guaranteedby a member state of the European Union, Norway or the United States ofAmerica;

 

(iv)                              open market commercial paper:

 

##### (A)                              for which a recognised trading market exists;

#####  

##### (B)                                which is issued under a Swedish programme with a K1 rating fromStandard & Poor’s, a division of McGraw-Hill Companies, Inc or a programmeof any member state of the European Union, Norway or the United States ofAmerica with an equivalent rating; and

#####  

##### (C)                                which matures within one year after the relevant date ofcalculation; and

#####  

(v)                                 any other instrument, security or investment approved by theMajority Lenders,

 

in each case,to which any member of the Group is beneficially entitled at that time.

 

**EBITDA** means operating income before interest, taxes, depreciation andamortisation.

 

**EBITDA/Total Interest ExpenseRatio** means EBITDA as a ratio toTotal Interest Expenses****calculated for each Test Period.

 

**Equity**has the meaning given to “total equity” in the latest Balance Sheet.

 

**Net Debt/EBITDA Ratio** means Total Interest Bearing Liabilities less Cash or cashequivalents on the last day of a Test Period as a ratio to EBITDA for that TestPeriod.

 

**Net Debt/Equity Ratio** means the ratio of Total Interest Bearing Liabilities less Cash orcash equivalents to Equity plus minority interest.

 

**Test Period** means the preceding period of 12 months ending on 31st March, 30thJune, 30th September and 31st December, as appropriate in each year.

 

**Total Interest BearingLiabilities** means at any time theconsolidated amount of the interest bearing liabilities of the Group asdetermined in accordance with GAAP (including pension liabilities *(Sw. avsatttill pensioner)* and financial leases.

 

43

----

 

**Total****Interest Expenses** means, in respect of each Test Period, allinterest, acceptance commission, guarantee fees and any other costs andexpenses in the nature of interest (whether paid, payable or capitalised)incurred by the Group in effecting, servicing or maintaining FinancialIndebtedness (including commitment fees, agency fees, repayment and prepaymentpremiums incurred in repaying or prepaying financial indebtedness and interestelements of financial leases.

 

(b)                                 (i)                                     Each calculation to be made for the purposes of this Clause 19shall be made on the basis that figures shall be expressed in SEK and, whereany currency has to be converted into SEK for this purpose, such conversionshall be made at the rate of exchange applied in the relevant Balance Sheet.

 

#### (ii)                                  Except as provided to the contrary in this Agreement, an accountingterm used in this Clause is to be construed in accordance with the principlesapplied in connection with the Original Financial Statements.

####  

(c)                                  The Parent shall procure that the:

 

(i)                                     Net Debt/EBITDA Ratio at the end of any Test Period does not exceed2.75:1;

 

(ii)                                  EBITDA/Total Interest Expense Ratio at the end of each Test Period,exceeds 3.0:1; and

 

(iii)                               Net Debt/Equity Ratio does not exceed 1.70:1.

 

(d)                                 Compliance with the financial undertakings in this Clause 19 shallbe calculated with reference to the consolidated financial statements of theGroup and supported by compliance certificates (including calculations)delivered in accordance with Clause 18.3 (Compliance Certificate).

 

# **20.**                               GENERALCOVENANTS

# ** **

## **20.1**                        General

## ** **

Each Obligoragrees to be bound by the covenants set out in this Clause relating to it and,where the covenant is expressed to apply to each member of the Group, eachObligor must ensure that each of its Subsidiaries performs that covenant.

 

## **20.2**                        Authorisations

## ** **

Each Obligormust promptly obtain, maintain and comply with the terms of any authorisationrequired under any law or regulation to enable it, subject to the Reservations,to perform its obligations under, or for the validity or enforceability of, anyFinance Document.

 

## **20.3**                        Compliance with laws

## ** **

Each member ofthe Group must comply in all respects with all laws to which it is subjectwhere failure to do so is reasonably likely to have a Material Adverse Effect.

 

44

----

 

## **20.4**                        Pari passu ranking

## ** **

Each Obligormust ensure that its payment obligations under the Finance Documents rank atleast pari passu with all its other present and future unsecured paymentobligations, except for obligations mandatorily preferred by law applying tocompanies generally.

 

## **20.5**                        Negative pledge

## ** **

(a)                                  Except as provided below, no member of the Group may create or allowto exist any Security Interest on any of its assets.

 

(b)                                 Paragraph (a) does not apply to:

 

(i)                                     liens securing obligations no more than 30 days overdue, arising byoperation of law and in the ordinary course of trading;

 

(ii)                                  Security Interests over credit balances on bank accounts grantedsolely for the purpose of the operation of clearing bank accounts on a grossand net balance basis;

 

(iii)                               Security Interests over goods and documents of title to goodsarising in the ordinary course of letter of credit transactions entered into inthe ordinary course of trade;

 

(iv)                              Security Interests existing over assets (including the assets ofSubsidiaries) acquired after the date of this Agreement provided that suchSecurity Interests are not created in contemplation of such acquisition and aredischarged within three months of such acquisition taking place;

 

(v)                                 Security Interests arising out of title retention provisions in asupplier’s standard conditions of supply of goods where the goods in questionare supplied on credit and are acquired by the relevant member of the Group inthe ordinary course of trading; or

 

(vi)                              any other Security Interests provided the aggregate amount ofFinancial Indebtedness secured does not exceed euro 50,000,000 or itsequivalent at any time outstanding.

 

## **20.6**                        Disposals

## ** **

(a)                                  Except as provided below, no member of the Group may, either in asingle transaction or in a series of transactions and whether related or not,dispose of all or any part of its assets.

 

(b)                                 Paragraph (a) does not apply to:

 

(i)                                     any disposal approved by the Company and the Lenders;

 

(ii)                                  disposals of assets in the ordinary course of business;

 

45

----

 

(iii)                               the exchange of assets for other assets of same or superior type,quality and value;

 

(iv)                              disposals of assets between members of the Group other thandisposals involving Alfa Laval Special Finance AB;

 

(v)                                 any disposals of assets which are obsolete or which are no longerrequired for the purpose of the relevant member of the Group’s business oroperations;

 

(vi)                              dividends paid in the normal course in accordance with theprovisions of all applicable laws and regulations;

 

(vii)                           Approved Disposals;

 

(viii)                        the temporary application of funds not immediately required in therelevant person’s business in the purchase or making of investments on arm’slength terms, or the realisation of those investments;

 

(ix)                                the payment of cash as consideration for the acquisition of anyasset on arm’s length terms;

 

(x)                                   the application of moneys borrowed for the purposes for which themoneys were borrowed, provided that any dealings with any other party which areentered into in carrying out such purpose are entered into on arm’s lengthterms; and

 

(xi)                                any disposal of assets on arm’s length terms where either:

 

(A)                              the book value of the assets disposed of, when aggregated with allother disposals of assets by any member of the Group (other than those listedin sub-paragraphs (i) to (x) above) during the life of this Agreement, does notexceed 10 per cent. of Total Assets; or

 

(B)                                the EBITDA generated by the assets disposed of, when aggregated withthe EBITDA generated by all other assets disposed of by any member of the Group(other than those listed in sub-paragraphs (i) to (x) above) during the life ofthis Agreement, does not exceed 10 per cent. of Total EBITDA.

 

(c)                                  For the purposes of this Clause (b) above:

 

**ApprovedDisposal** means the disposal of:

 

(A)                                                                              property located in Madrid, Spain;

 

(B)                                property located in Kenosha,Winconsin, United States of America;

 

(C)                                property located in Cwmbran, Wales, U.K.;

 

(D)                               property located in Morumbi, São Paulo, Brazil;

 

46

----

 

(E)                                 any company or assets located in Tri-Lad, Brentford, Ontario,Canada; and

 

(F)                                 property located in Brussels, Belgium,

 

where all disposals referred to in (A) to (E) above having an aggregatemarket value not exceeding euro 55,000,000 (or its equivalent).

 

**TotalAssets** means the value of the Group’s gross assets, asshown in the financial statements upon which the latest audited financialstatements of the Group have been based.

 

**TotalEBITDA** means the EBITDA of the Group, as determined inaccordance with the financial statements upon which the latest auditedfinancial statements of the Group have been based.

 

## **20.7**                        Financial Indebtedness

## ** **

(a)                                  Except as provided below, no member of the Group (other than theCompany, Alfa Laval Special Finance AB, the Parent, Alfa Laval Holding AB andAlfa Laval U.S. Treasury Inc. (each an **Excepted Company**)) may incur any FinancialIndebtedness.

 

(b)                                 Paragraph (a) does not apply to:

 

(i)                                     any Financial Indebtedness of any person acquired by a member of theGroup which is incurred under arrangements in existence at the date ofacquisition, but only for a period of six months from the date of acquisition;

 

(ii)                                  any derivative transaction protecting against or benefiting from thefluctuations in any rate or price entered into in the ordinary course ofbusiness;

 

(iii)                               Financial Indebtedness owing by a member of the Group (other thanAlfa Laval Special Finance AB) to another member of the Group;

 

(iv)                              any Financial Indebtedness under any Finance Document;

 

(v)                                 any Financial Indebtedness incurred in relation to finance lease,hire purchase and conditional sale arrangements entered into by any member ofthe Group (in an aggregate amount of both principal and capitalised interest,or interest that is not paid on its due date) not to exceed euro 20,000,000 orits equivalent at any time;

 

(vi)                              counter-indemnities issued by any member of the Group (other than anExcepted Company) in the ordinary course of business in favour of banks andfinancial institutions relating to performance and like bonds, indemnities,guarantees and assurances covering the future performance of any member of theGroup other than Alfa Laval Special Finance AB in an aggregate amount not toexceed euro 70,000,000 or its equivalent at any time;

 

(vii)                           the sale or discounting of receivables on recourse terms by membersof the Group incorporated in Italy, Spain, Sweden or Japan, provided that the

 

47

----

 

aggregate market value of all suchreceivables at any time so sold or discounted (and remaining unpaid) does notexceed euro 40,000,000; or

 

(viii)                        the incurrence of other Financial Indebtedness incurred by anymember of the Group in an aggregate amount which, when aggregated with otherFinancial Indebtedness incurred by all members of the Group in accordance withthis paragraph (viii) and then outstanding, does not exceed the higher of euro60,000,000 or its equivalent or 5 per cent. of Total Interest BearingLiabilities of the Group or its equivalent at any time.

 

## **20.8**                        Change of business

## ** **

The Parentmust ensure that no material change is made to the general nature of thebusiness the Group from that carried on at the date of this Agreement.

 

## **20.9**                        Mergers

## ** **

No Obligor may enter into any amalgamation, demerger, merger orreconstruction otherwise than:

 

#### (i)                                     under an intra-Group re-organisation on a solvent basis; or

####  

#### (ii)                                  such other transaction as agreed by the Majority Lenders.

####  

## **20.10**                 Environmentalmatters

## ** **

(a)                                  In this Subclause:

 

**EnvironmentalApproval** means any authorisationrequired by an Environmental Law.

 

**EnvironmentalClaim** means any claim by any personin connection with:

 

#### (i)                                     a breach, or alleged breach, of an Environmental Law;

####  

#### (ii)                                  any accident, fire, explosion or other event of any type involvingan emission or substance which is capable of causing harm to any livingorganism or the environment; or

####  

#### (iii)                               any other environmental contamination.

####  

**EnvironmentalLaw** means any law or regulationconcerning:

 

#### (i)                                     the protection of health and safety;

####  

#### (ii)                                  the environment; or

####  

#### (iii)                               any emission or substance which is capable of causing harm to anyliving organism or the environment.

 

48

----

 

(b)                                 The Parent will procure that each member of the Group is, and hasbeen, in compliance with all Environmental Law and Environmental Approvalsapplicable to it, where failure to do so is reasonably likely to have aMaterial Adverse Effect.

 

(c)                                  Each Obligor must promptly upon becoming aware notify the FacilityAgent of:

 

(i)                                     any Environmental Claim current, or to its knowledge, pending orthreatened; or

 

(ii)                                  any circumstances reasonably likely to result in an EnvironmentalClaim,

 

which, ifsubstantiated, is reasonably likely to either have a Material Adverse Effect orresult in any material liability for a Finance Party.

 

## **20.11**                 Insurance

## ** **

The Parentwill procure that each member of the Group insures both its business and assetswith insurance companies to such an extent and against such risks as companiesengaged in a similar business normally insure.

 

## **20.12**                 ERISA

## ** **

No Obligorwill take any action or omit to take any action or permit any Subsidiary orERISA Affiliate to take any action or omit to take any action with respect toany Plan that could reasonably be expected to result in the imposition of alien or other Security Interest of euro 5,000,000 or more on any propertyof the Obligor or any Subsidiary or otherwise have a Material Adverse Effect.

 

## **20.13**                 MarginStock

## ** **

(a)                                  Each Borrower will use the proceeds of the Loans for the purposedescribed in Clause 3 (Purpose).

 

(b)                                 No Obligor  may extend creditfor the purpose of purchasing or carrying Margin Stock.

 

(c)                                  The Obligors shall procure that none of the proceeds of the Loanswill be used directly or indirectly to purchase or carry any Margin Stock orfor any other purpose in violation of the Margin Regulations.

 

(d)                                 If requested by the Facility Agent in order to comply withRegulation U the Company will furnish to the Facility Agent in connection withany Loan hereunder a statement in conformity with the requirements of FederalReserve Form U-1 referred to in Regulation U.

 

(e)                                  No portion of any borrowings hereunder will be used to acquire anysecurity in a transaction that is subject to Section 13 or 14 of theUnited States Exchange Act 1934 as amended.

 

## **20.14**                 Restrictionson Lending and giving guarantees

## ** **

No member ofthe Group shall grant or permit to subsist any guarantee or make any loan orgrant any credit other than:

 

49

----

 

### (a)                                  any guarantee or Financial Indebtedness contemplated in the FinanceDocuments; or

###  

### (b)                                 trade credit granted in the ordinary course of business; or

###  

### (c)                                  the Senior Notes Guarantee to the extent such guarantee remainssubordinated to Alfa Laval Holding AB’s obligations under this Agreement; or

###  

### (d)                                 guarantees (including performance and like bonds, indemnities,guarantees and assurances covering the future performance of any member of theGroup other than Alfa Laval Special Finance AB) given in the ordinary course ofbusiness in respect of the obligations of another member of the Group;

###  

### (e)                                  the granting of any other guarantee, the making of any other loan orthe granting of any other credit other than to Alfa Laval Special Finance ABthe amount of which, which aggregated with the amount of all other suchguarantees, loans or credits then outstanding, does not exceed five per cent.of the total assets of the Group at any time.

###  

# **21.**                               DEFAULT

 

## **21.1**                        Events of Default

 

(a)                                  Each of the events set out in this Clause is an Event of Default.

 

(b)                                 In this Clause:

 

**Material Group Member**meansan Obligor or a Material Subsidiary; and

 

**Permitted Transaction** means:

 

(i)                                     an intra-Group re-organisation of a Subsidiary on a solvent basis;or

 

(ii)                                  any other transaction agreed by the Majority Lenders.

 

## **21.2**                        Non-payment

## ** **

An Obligor does not pay on the due date anyamount payable by it under the Finance Documents in the manner required underthe Finance Documents, unless the non-payment:

 

### (a)                                  is caused by technical or administrative error; and

###  

### (b)                                 is remedied within three Business Days of the due date.

###  

## **21.3**                        Breach of other obligations

## ** **

(a)                                  An Obligor does not comply with any term of Clauses 20.4 (Paripassu ranking), 20.5 (Negative pledge), 20.6 (Disposals), 20.8 (Change of business)and 20.9 (Mergers) or Clause 19 (Financial covenants); or

 

(b)                                 an Obligor does not comply with any other term of the FinanceDocuments not already referred to in this Clause, unless the non-compliance:

 

50

----

 

(i)                                     is capable of remedy; and

 

(ii)                                  is remedied within 21 days of the earlier of the Facility Agentgiving notice and the Obligor becoming aware of the non-compliance.

 

## **21.4**                        Misrepresentation

## ** **

A representation made or repeated by anObligor in any Finance Document or in any document delivered by or on behalf ofany Obligor under any Finance Document is incorrect in any material respectwhen made or deemed to be repeated, unless the circumstances giving rise to themisrepresentation:

 

### (a)                                  are capable of remedy; and

###  

### (b)                                 are remedied within 21 days of the earlier of the Facility Agentgiving notice and the Obligor becoming aware of the misrepresentation.

###  

## **21.5**                        Cross-default

## ** **

Any of the following occurs in respect of amember of the Group:

 

### (a)                                  any of its Financial Indebtedness is not paid when due (after theexpiry of any originally applicable grace period);

###  

### (b)                                 any of its Financial Indebtedness:

###  

#### (i)                                     becomes prematurely due and payable;

####  

#### (ii)                                  is placed on demand; or

####  

#### (iii)                               is capable of being declared by a creditor to be prematurely due andpayable or being placed on demand,

####  

in each case, as a result of an event ofdefault (howsoever described); or

 

### (c)                                  any commitment for its Financial Indebtedness is cancelled orsuspended as a result of an event of default (howsoever described),

###  

unless the aggregate amount of FinancialIndebtedness falling within paragraphs (a)-(c) above is less than euro10,000,000 or its equivalent.

 

## **21.6**                        Insolvency

## ** **

(a)                                  Any of the following occurs in respect of a member of the Group:

 

(i)                                     it is, or is deemed for the purposes of any law to be, unable to payits debts as they fall due or insolvent;

 

(ii)                                  it admits its inability to pay its debts as they fall due;

 

51

----

 

(iii)                               it suspends making payments on any of its debts or announces anintention to do so;

 

(iv)                              by reason of actual or anticipated financial difficulties, it beginsnegotiations with any creditor for the rescheduling of any of its indebtednessin an amount of euro 1,000,000 or more or (if less) in an amount which, whenaggregated with all other amounts rescheduled by members of the Group duringthe life of this Agreement, is equal to or more than euro 5,000,000; or

 

(v)                                 a moratorium is declared in respect of any of its indebtedness in anamount of euro 1,000,000 or more or (if less) in an amount which, whenaggregated with all other indebtedness of any member of the Group in respect ofwhich a moratorium has been declared during the life of this Agreement, isequal to or more than euro 5,000,000.

 

If a moratorium occurs in respect of anymember of the Group, the ending of the moratorium will not remedy any Event ofDefault caused by the moratorium.

 

(b)                                 Except as provided below, any of the following occurs in respect ofa member of the Group:

 

(i)                                     any step is taken with a view to a moratorium, composition,assignment or similar arrangement with any of its creditors;

 

(ii)                                  a meeting of its shareholders, directors or other officers isconvened for the purpose of considering any resolution for, to petition for orto file documents with a court or any registrar for, its winding-up,administration or dissolution or any such resolution is passed;

 

(iii)                               any person presents a petition, or files documents with a court orany registrar for its winding-up, administration or dissolution;

 

(iv)                              an order for its winding-up, administration or dissolution is made;

 

(v)                                 any liquidator, trustee in bankruptcy, judicial custodian,compulsory manager, receiver, administrative receiver, administrator or similarofficer is appointed in respect of it or any of its assets (or, in relation toa member of the Group which is not an Obligor, any material part of itsassets);

 

(vi)                              its shareholders, directors or other officers request theappointment of, or give notice of their intention to appoint, a liquidator,trustee in bankruptcy, judicial custodian, compulsory manager, receiver,administrative receiver, administrator or similar officer; or

 

(vii)                           any other analogous step or procedure is taken in any jurisdiction,

 

except, in the case of paragraphs (i) and(iii) above, a petition presented by, or other step taken by, a creditor onvexatious or frivolous grounds which is being disputed in good faith and byappropriate means and which is struck out or dismissed, in the case of aMaterial

 

52

----

 

Group Member, within 21 days of being servedor, in relation to any other member of the Group, within 35 days of beingserved.

 

(c)                                  Paragraph (b) does not apply to:

 

(i)                                     any step or procedure which is part of a Permitted Transaction; or

 

(ii)                                  a petition for winding-up presented by a creditor which is beingcontested in good faith and with due diligence and is discharged or struck out,in the case of a Material Group Member, within 21 days or, in relation to anyother member of the Group, within 35 days, or in each case such longer periodas may be agreed by the Majority Lenders.

 

(d)                                 Any of the following occurs:

 

(i)                                     any Obligor makes a general assignment for the benefit of creditors;or

 

(ii)                                  any Obligor commences a voluntary case or proceeding under anyUnited States Bankruptcy Law; or

 

(iii)                               an involuntary case under any U.S. Bankruptcy Law is commencedagainst any Obligor and the petition is not controverted within 30 days or isnot dismissed or stayed within 90 days after commencement of the case; and

 

(iv)                              a custodian, conservator, receiver, liquidator, assignee, trustee,sequestrator or other similar official is appointed under any U.S. BankruptcyLaw for or takes charge of, all or substantial part of the property of anyObligor.

 

## **21.7**                        Creditors’ process

## ** **

Any attachment, sequestration, distress,execution or analogous event affects any asset(s) of a member of the Group,having an aggregate value of euro 5,000,000, and is not discharged withinfourteen days.

 

## **21.8**                        Cessation of business

## ** **

A Material Group Member ceases, or threatensto cease, to carry on business except:

 

### (a)                                  as part of a Permitted Transaction; or

###  

### (b)                                 as a result of any disposal allowed under this Agreement.

###  

## **21.9**                        Effectiveness of Finance Documents

## ** **

(a)                                  It is or becomes unlawful for any Obligor to perform any of itsobligations under the Finance Documents.

 

(b)                                 Subject to the Reservations and any general principle of lawcontained in a qualification in any legal opinion delivered in accordance withthis Agreement, any Finance Document is not effective or is alleged by anObligor to be ineffective for any reason (other than a Transfer Certificate,the ineffectiveness of which is caused

 

53

----

 

by a Lender),or the subordination of the Senior Notes Guarantee or the Funding Loan is noteffective or is alleged by an Obligor to be ineffective for any reason.

 

(c)                                  An Obligor repudiates a Finance Document or evidences an intentionto repudiate a Finance Document.

 

## **21.10**                 Ownershipof the Obligors

## ** **

An Obligor (other than the Parent) ceases tobe a Subsidiary of the Parent.

 

## **21.11**                 Materialadverse change

## ** **

Any event or series of events occurs whichcould reasonably be expected to have a Material Adverse Effect.

 

## **21.12**                 ERISA

## ** **

(a)                                  the occurrence of any event or existence of any condition thatpresents a material risk that any Obligor or any ERISA Affiliate will incur amaterial liability of euro 5,000,000 or more to a Plan or to the UnitedStates Internal Revenue Service or to the United States Pension BenefitGuaranty Corporation; or

 

(b)                                 an “accumulated funding deficiency” of euro 1,000,000 in anyfinancial year or euro 5,000,000 for all periods (as that term is defined in section 412of the United States Internal Revenue Code of 1986 (as amended) orsection 302 of ERISA), whether or not waived, by reason of the failure ofany Obligor or any ERISA Affiliate to make a contribution to a Plan.

 

## **21.13**                 Acceleration

## ** **

If an Event of Default is outstanding, theFacility Agent may, and must if so instructed by the Majority Lenders, bynotice to the Company:

 

### (a)                                  cancel the Total Commitments; and/or

###  

### (b)                                 declare that all or part of any amounts outstanding under theFinance Documents are:

###  

#### (i)                                     immediately due and payable; and/or

####  

#### (ii)                                  payable on demand by the Facility Agent acting on the instructionsof the Majority Lenders.

####  

Any notice given under this Subclause willtake effect in accordance with its terms.

 

# **22.**                               THEADMINISTRATIVE PARTIES

# ** **

## **22.1**                        Appointment and duties of the Facility Agent

## ** **

(a)                                  Each Finance Party (other than the Facility Agent) irrevocablyappoints the Facility Agent to act as its agent under the Finance Documents.

 

54

----

 

(b)                                 Each Finance Party irrevocably authorises the Facility Agent to:

 

(i)                                     perform the duties and to exercise the rights, powers anddiscretions that are specifically given to it under the Finance Documents,together with any other incidental rights, powers and discretions; and

 

(ii)                                  execute each Finance Document expressed to be executed by theFacility Agent.

 

(c)                                  The Facility Agent has only those duties which are expresslyspecified in the Finance Documents. Those duties are solely of a mechanical and administrative nature.

 

## **22.2**                        Role of the Mandated Lead Arranger

## ** **

Except as specifically provided in theFinance Documents, the Mandated Lead Arranger has no obligations of any kind toany other Party in connection with any Finance Document.

 

## **22.3**                        No fiduciary duties

## ** **

Except as specifically provided in a FinanceDocument, nothing in the Finance Documents makes an Administrative Party atrustee or fiduciary for any other Party or any other person.  No Administrative Party need hold in trustany moneys paid to it for a Party or be liable to account for interest on thosemoneys.

 

## **22.4**                        Individual position of an Administrative Party

## ** **

(a)                                  If it is also a Lender, each Administrative Party has the samerights and powers under the Finance Documents as any other Lender and mayexercise those rights and powers as though it were not an Administrative Party.

 

(b)                                 Each Administrative Party may:

 

(i)                                     carry on any business with any Obligor or its related entities(including acting as an agent or a trustee for any other financing); and

 

(ii)                                  retain any profits or remuneration it receives under the FinanceDocuments or in relation to any other business it carries on with any Obligoror its related entities.

 

## **22.5**                        Reliance

## ** **

The Facility Agent may:

 

### (a)                                  rely on any notice or document believed by it to be genuine andcorrect and to have been signed by, or with the authority of, the properperson;

###  

### (b)                                 rely on any statement made by any person regarding any matters whichmay reasonably be assumed to be within his knowledge or within his power toverify;

###  

### (c)                                  engage, pay for and rely on professional advisers selected by it(including those representing a Party other than the Facility Agent); and

 

55

----

 

### (d)                                 act under the Finance Documents through its personnel and agents.

###  

## **22.6**                        Majority Lenders’ instructions

## ** **

(a)                                  The Facility Agent is fully protected if it acts on the instructionsof the Majority Lenders in the exercise of any right, power or discretion orany matter not expressly provided for in the Finance Documents.  Any such instructions given by the MajorityLenders will be binding on all the Lenders. In the absence of instructions, the Facility Agent may act as itconsiders to be in the best interests of all the Lenders.

 

(b)                                 The Facility Agent is not authorised to act on behalf of a Lender(without first obtaining that Lender’s consent) in any legal or arbitrationproceedings in connection with any Finance Document.

 

(c)                                  The Facility Agent may require the receipt of security satisfactoryto it, whether by way of payment in advance or otherwise, against any liabilityor loss which it may incur in complying with the instructions of the MajorityLenders.

 

## **22.7**                        Responsibility

 

(a)                                  No Administrative Party is responsible to any other Finance Party forthe adequacy, accuracy or completeness of:

 

(i)                                     any Finance Document or any other document; or

 

(ii)                                  any statement or information (whether written or oral) made in orsupplied in connection with any Finance Document.

 

(b)                                 Without affecting the responsibility of any Obligor for informationsupplied by it or on its behalf in connection with any Finance Document, eachLender confirms that it:

 

(i)                                     has made, and will continue to make, its own independent appraisalof all risks arising under or in connection with the Finance Documents(including the financial condition and affairs of each Obligor and its relatedentities and the nature and extent of any recourse against any Party or itsassets); and

 

(ii)                                  has not relied exclusively on any information provided to it by anyAdministrative Party in connection with any Finance Document.

 

## **22.8**                        Exclusion of liability

 
| (a)    |   | The Facility Agent is not liable or  responsible to any other Finance Party for any action taken or not taken by  it in connection with any Finance Document, unless directly caused by its  gross negligence or wilful misconduct.                                                                                                                                                                                                                                    |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (b)    |   | No Party may take any proceedings against  any officer, employee or agent of the Facility Agent in respect of any claim  it might have against the Facility Agent or in respect of any act or omission  of any kind by that officer, employee or agent in connection with any Finance  Document.  Any officer, employee or  agent of the Facility Agent may rely on this Subclause and enforce its terms  under the Contracts (Rights of Third Parties) Act 1999. |

 

56

----

 
| (c)    |   | (i)    | Nothing in this Agreement will oblige any  Administrative Party to satisfy any know your customer requirement in  relation to the identity of any person on behalf of any Finance Party.                                                                            |
|--------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                |
|   |   | (ii)   | Each Finance Party confirms to each  Administrative Party that it is solely responsible for any know your customer  requirements it is required to carry out and that it may not rely on any  statement in relation to those requirements made by any other person. |

 

## **22.9**                        Default

## ** **

(a)                                  The Facility Agent is not obliged to monitor or enquire whether aDefault has occurred.  The FacilityAgent is not deemed to have knowledge of the occurrence of a Default.

 

(b)                                 If the Facility Agent:

 

(i)                                     receives notice from a Party referring to this Agreement, describinga Default and stating that the event is a Default; or

 

(ii)                                  is aware of the non-payment of any principal or interest or any feepayable to a Lender under this Agreement,

 

it must promptly notify the Lenders.

 

## **22.10**                 Information

## ** **

(a)                                  The Facility Agent must promptly forward to the person concerned theoriginal or a copy of any document which is delivered to the Facility Agent bya Party for that person.

 

(b)                                 Except where a Finance Document specifically provides otherwise, theFacility Agent is not obliged to review or check the adequacy, accuracy orcompleteness of any document it forwards to another Party.

 

(c)                                  Except as provided above, the Facility Agent has no duty:

 

(i)                                     either initially or on a continuing basis to provide any Lender withany credit or other information concerning the risks arising under or inconnection with the Finance Documents (including any information relating tothe financial condition or affairs of any Obligor or its related entities orthe nature or extent of recourse against any Party or its assets) whethercoming into its possession before, on or after the date of this Agreement; or

 

(ii)                                  unless specifically requested to do so by a Lender in accordancewith a Finance Document, to request any certificate or other document from anyObligor.

 

(d)                                 In acting as the Facility Agent, the agency division of the FacilityAgent is treated as a separate entity from its other divisions anddepartments.  Any information acquiredby the Facility Agent which, in its opinion, is acquired by it otherwise thanin its

 

57

----

 

capacity asthe Facility Agent may be treated as confidential by the Facility Agent andwill not be treated as information possessed by the Facility Agent in itscapacity as such.

 

(e)                                  The Facility Agent is not obliged to disclose to any person anyconfidential information supplied to it by a member of the Group solely for thepurpose of evaluating whether any waiver or amendment is required to any termof the Finance Documents.

 

(f)                                    Each Obligor irrevocably authorises the Facility Agent to discloseto the other Finance Parties any information which, in its opinion, is receivedby it in its capacity as the Facility Agent.

 

## **22.11**                 Indemnities

 

(a)                                  Without limiting the liability of any Obligor under the FinanceDocuments, each Lender must indemnify the Facility Agent for that Lender’s ProRata Share of any loss or liability incurred by the Facility Agent in acting asthe Facility Agent, except to the extent that the loss or liability is causedby the Facility Agent’s gross negligence or wilful misconduct.

 

(b)                                 The Facility Agent may deduct from any amount received by it for aLender any amount due to the Facility Agent from that Lender under a FinanceDocument but unpaid.

 

## **22.12**                 Compliance

 

The Facility Agent may refrain from doinganything (including disclosing any information) which might, in its opinion,constitute a breach of any law or regulation or be otherwise actionable at thesuit of any person, and may do anything which, in its opinion, is necessary ordesirable to comply with any law or regulation.

 

## **22.13**                 Resignationof the Facility Agent

 

(a)                                  The Facility Agent may resign and appoint any of its Affiliates assuccessor Facility Agent by giving notice to the Lenders and the Company.

 

(b)                                 Alternatively, the Facility Agent may resign by giving notice to theLenders and the Company, in which case the Majority Lenders may (afterconsultation with the Company) appoint a successor Facility Agent.

 

(c)                                  If no successor Facility Agent has been appointed under paragraph(b) above within 30 days after notice of resignation was given, theFacility Agent may (after consultation with the Company) appoint a successorFacility Agent.

 

(d)                                 The person(s) appointing a successor Facility Agent must, ifpracticable, consult with the Company prior to the appointment.

 

(e)                                  The resignation of the Facility Agent and the appointment of anysuccessor Facility Agent will both become effective only when the successorFacility Agent notifies all the Parties that it accepts its appointment.  On giving the notification, the successor

 

58

----

 

Facility Agentwill succeed to the position of the Facility Agent and the term **FacilityAgent** will mean the successor Facility Agent.

 

(f)                                    The retiring Facility Agent must, at its own cost, make available tothe successor Facility Agent such documents and records and provide suchassistance as the successor Facility Agent may reasonably request for thepurposes of performing its functions as the Facility Agent under the FinanceDocuments.

 

(g)                                 Upon its resignation becoming effective, this Clause willcontinue to benefit the retiring Facility Agent in respect of any action takenor not taken by it in connection with the Finance Documents while it was theFacility Agent, and, subject to paragraph (f) above, it will have nofurther obligations under any Finance Document.

 

(h)                                 The Majority Lenders may, by notice to the Facility Agent, requireit to resign under paragraph (b) above.

 

## **22.14**                 Relationshipwith Lenders

## ** **

(a)                                  The Facility Agent may treat each Lender as a Lender, entitled topayments under this Agreement and as acting through its Facility Office(s)until it has received not less than five Business Days’ prior notice from thatLender to the contrary.

 

(b)                                 The Facility Agent may at any time, and must if requested to do soby the Majority Lenders, convene a meeting of the Lenders.

 

(c)                                  The Facility Agent must keep a register of all the Parties andsupply any other Party with a copy of the register on request.  The register will include each Lender’sFacility Office(s) and contact details for the purposes of this Agreement.

 

## **22.15**                 FacilityAgent’s management time

## ** **

If the Facility Agent requires, any amountpayable to the Facility Agent by any Party under any indemnity or in respect ofany costs or expenses incurred by the Facility Agent under the FinanceDocuments after the date of this Agreement may include the cost of using its managementtime or other resources and will be calculated on the basis of such reasonabledaily or hourly rates as the Facility Agent may notify to the relevantParty.  This is in addition to anyamount in respect of fees or expenses paid or payable to the Facility Agentunder any other term of the Finance Documents.

 

## **22.16**                 Noticeperiod

 

Where this Agreement specifies a minimumperiod of notice to be given to the Facility Agent, the Facility Agent may, atits discretion, accept a shorter notice period.

 

# **23.**                               EVIDENCEAND CALCULATIONS

 

## **23.1**                        Accounts

 

Accounts maintained by a Finance Party inconnection with this Agreement are prima facie evidence of the matters to whichthey relate for the purpose of any litigation or arbitration proceedings.

 

59

----

 

## **23.2**                        Certificates and determinations

 

Any certification or determination by aFinance Party of a rate or amount under the Finance Documents will be, in theabsence of manifest error, conclusive evidence of the matters to which itrelates.

 

## **23.3**                        Calculations

 

Any interest, commission or fee accruingunder this Agreement accrues from day to day and is calculated on the basis ofthe actual number of days elapsed and a year of 360 or 365 days or otherwise,depending on what the Facility Agent determines is market practice.

 

# **24.**                               FEES

 

## **24.1**                        Facility Agent’s fee

 

The Company must pay to the Facility Agentfor its own account an agency fee in the manner agreed in the Fee Letterbetween the Facility Agent and the Company.

 

## **24.2**                        Arrangement fee

 

The Company must pay to the Mandated LeadArranger for their own account an arrangement fee in the manner agreed in theFee Letter between the Mandated Lead Arranger and the Company.

 

## **24.3**                        Commitment fee

 

(a)                                  The Company must pay a commitment fee computed at the rate of 45 percent. of the applicable Margin on the undrawn, uncancelled amount of eachLender’s Total Commitment.

 

(b)                                 Accrued commitment fee is payable quarterly in arrear.   Accrued commitment fee is also payable tothe Facility Agent for a Lender on the date its Commitment is cancelled.

 

## **24.4**                        Utilisation fee

 

(a)                                  The Company must pay to the Facility Agent for each Lender autilisation fee computed at the rate of:

 

(i)                                     for each day on which the aggregate amount of Loans outstandingequal or exceed 50 per cent. of Total Commitments but is less than or equal to75 per cent. of Total Commitments, 0.025 per cent. per annum; and

 

(ii)                                  for each day on which the aggregate amount of Loans outstandingequals or exceeds 75 per cent. of Total Commitments, 0.05 per cent. per annum.

 

(b)                                 Utilisation fee is payable on the amount of a Lender’s share in therelevant Loans.

 

(c)                                  Accrued utilisation fee is payable quarterly in arrear in Dollars,calculated at the Agent’s Spot Rate of Exchange for Dollars on the duedate.  Accrued utilisation fee is alsopayable to the

 

60

----

 

Facility Agentfor a Lender on the date that its Commitment is cancelled and its share in theLoans prepaid or repaid in full.

 

# **25.**                               INDEMNITIESAND BREAK COSTS

 

## **25.1**                        Currency indemnity

 

(a)                                  The Company must, as an independent obligation, indemnify eachFinance Party against any loss or liability which that Finance Party incurs asa consequence of:

 

(i)                                     that Finance Party receiving an amount in respect of an Obligor’sliability under the Finance Documents; or

 

(ii)                                  that liability being converted into a claim, proof, judgment ororder,

 

in a currency other than the currency inwhich the amount is expressed to be payable under the relevant FinanceDocument.

 

(b)                                 Unless otherwise required by law, each Obligor waives any right itmay have in any jurisdiction to pay any amount under the Finance Documents in acurrency other than that in which it is expressed to be payable.

 

## **25.2**                        Other indemnities

 

(a)                                  The Company must indemnify each Finance Party against any loss orliability which that Finance Party incurs as a consequence of:

 

(i)                                     the occurrence of any Event of Default;

 

(ii)                                  any failure by an Obligor to pay any amount due under a Finance Documenton its due date, including any resulting from any distribution orredistribution of any amount among the Lenders under this Agreement;

 

(iii)                               (other than by reason of negligence or default by that FinanceParty) a Loan not being made after a Request has been delivered for that Loan;or

 

(iv)                              a Loan (or part of a Loan) not being prepaid in accordance with anotice of prepayment.

 

The Company’s liability in each case includesany loss or expense on account of funds borrowed, contracted for or utilised tofund any amount payable under any Finance Document, any amount repaid orprepaid or any Loan.

 

(b)                                 The Company must indemnify the Facility Agent against any loss orliability reasonably incurred by the Facility Agent as a result of:

 

(i)                                     investigating any event which the Facility Agent reasonably believesto be a Default; or

 

(ii)                                  acting or relying on any notice which the Facility Agent reasonablybelieves to be genuine, correct and appropriately authorised.

 

61

----

 

## **25.3**                        Break Costs

 

(a)                                  Each Borrower must pay to each Lender its Break Costs.

 

(b)                                 Break Costs are the amount (if any) determined by the relevantLender by which:

 

(i)                                     the interest which that Lender would have received for the periodfrom the date of receipt of any part of its share in a Loan or an overdueamount to the last day of the applicable Term for that Loan or overdue amountif the principal or overdue amount received had been paid on the last day ofthat Term;

 

exceeds

 

(ii)                                  the amount which that Lender would be able to obtain by placing anamount equal to the amount received by it on deposit with a leading bank in theappropriate interbank market for a period starting on the Business Dayfollowing receipt and ending on the last day of the applicable Term.

 

(c)                                  Each Lender must supply to the Facility Agent for the relevantBorrower details of the amount of any Break Costs claimed by it under thisSubclause.

 

# **26.**                               EXPENSES

 

## **26.1**                        Initial costs

 

The Company must pay to each AdministrativeParty the amount of all costs and expenses (including legal fees) reasonablyincurred by it in connection with the negotiation, preparation, printing,execution and syndication of the Finance Documents as agreed in the Fee Letterbetween the Mandated Lead Arranger and the Parent.

 

## **26.2**                        Subsequent costs

 

The Company must pay to the Facility Agentthe amount of all costs and expenses (including legal fees) reasonably incurredby it in connection with:

 

### (a)                                  the negotiation, preparation, printing and execution of any FinanceDocument (other than a Transfer Certificate) executed after the date of thisAgreement; and

###  

### (b)                                 any amendment, waiver or consent requested by or on behalf of anObligor or specifically allowed by this Agreement.

###  

## **26.3**                        Enforcement costs

 

The Company must pay to each Finance Partythe amount of all costs and expenses (including legal fees) incurred by it inconnection with the enforcement of, or the preservation of any rights under,any Finance Document.

 

62

----

 

# **27.**                               AMENDMENTSAND WAIVERS

 

## **27.1**                        Procedure

 

(a)                                  Except as provided in this Clause, any term of the Finance Documentsmay be amended or waived with the agreement of the Company and the MajorityLenders.  The Facility Agent may effect,on behalf of any Finance Party, an amendment or waiver allowed under thisClause.

 

(b)                                 The Facility Agent must promptly notify the other Parties of anyamendment or waiver effected by it under paragraph (a) above.  Any such amendment or waiver is binding onall the Parties.

 

## **27.2**                        Exceptions

 

(a)                                  An amendment or waiver which relates to:

 

(i)                                     the definition of **Majority Lenders** in Clause 1.1(Definitions);

 

(ii)                                  an extension of the date of payment of any amount to a Lender underthe Finance Documents;

 

(iii)                               a reduction in the Margin or a reduction in the amount of anypayment of principal, interest, fee or other amount payable to a Lender underthe Finance Documents;

 

(iv)                              an increase in, or an extension of, a Commitment or the TotalCommitments;

 

(v)                                 a release of an Obligor;

 

(vi)                              a term of a Finance Document which expressly requires the consent ofeach Lender;

 

(vii)                           the right of a Lender to assign or transfer its rights orobligations under the Finance Documents; or

 

(viii)                        this Clause,

 

may only be made with the consent of all theLenders.

 

(b)                                 An amendment or waiver which relates to the rights or obligations ofan Administrative Party may only be made with the consent of thatAdministrative Party.

 

## **27.3**                        Change of currency

 

If a change in any currency of a countryoccurs (including where there is more than one currency or currency unitrecognised at the same time as the lawful currency of a country), the FinanceDocuments will be amended to the extent the Facility Agent (acting reasonablyand after consultation with the Company) determines is necessary to reflect thechange.

 

63

----

 

## **27.4**                        Waivers and remedies cumulative

 

The rights of each Finance Party under theFinance Documents:

 

### (a)                                  may be exercised as often as necessary;

###  

### (b)                                 are cumulative and not exclusive of its rights under the generallaw; and

###  

### (c)                                  may be waived only in writing and specifically.

###  

Delay in exercising or non-exercise of anyright is not a waiver of that right.

 

# **28.**                               CHANGESTO THE PARTIES

 

## **28.1**                        Assignments and transfers by Obligors

 

No Obligor may assign or transfer any of itsrights and obligations under the Finance Documents without the prior consent ofall the Lenders.

 

## **28.2**                        Assignments and transfers by Lenders

 

(a)                                  A Lender (the **Existing Lender**) may, subject to thefollowing provisions of this Subclause, at any time assign or transfer(including by way of novation) any of its rights and obligations under thisAgreement to any other person (the **New Lender**).

 

(b)                                 Unless the Company and the Facility Agent otherwise agree, atransfer of part of a Commitment or the rights and obligations under thisAgreement by the Existing Lender must be in a minimum amount of US$10,000,000(in respect of Tranche A) or euro 10,000,000 (in respect of Tranche B) .

 

(c)                                  The consent of the Company is required for any assignment ortransfer unless:

 

#### (i)                                     the New Lender is another Lender or an Affiliate of a Lender; or

####  

#### (ii)                                  an Event of Default is continuing.

####  

(d)                                 The consent of the Company must not be unreasonably withheld ordelayed.  The Company will be deemed tohave given its consent five Business Days after the Company is given notice ofthe request unless it is expressly refused by the Company within that time.

 

(e)                                  A transfer of obligations will be effective only if either:

 

(i)                                     the obligations are novated in accordance with the followingprovisions of this Clause; or

 

(ii)                                  the New Lender confirms to the Facility Agent and the Company inform and substance satisfactory to the Facility Agent that it is bound by theterms of this Agreement as a Lender.  Onthe transfer becoming effective in this manner the Existing Lender will bereleased from its obligations under this Agreement to the extent that they aretransferred to the New Lender.

 

64

----

 

(f)                                    Unless the Facility Agent otherwise agrees, the New Lender must payto the Facility Agent for its own account, on or before the date any assignmentor transfer occurs, a fee of euro 1500.

 

(g)                                 Any reference in this Agreement to a Lender includes a New Lenderbut excludes a Lender if no amount is or may be owed to or by it under thisAgreement.

 

## **28.3**                        Procedure for transfer by way of novations

 

(a)                                  In this Subclause:

 

**Transfer Date** means, for aTransfer Certificate, the later of:

 

(i)                                     the proposed Transfer Date specified in that Transfer Certificate;and

 

(ii)                                  the date on which the Facility Agent executes that TransferCertificate.

 

(b)                                 A novation is effected if:

 

(i)                                     the Existing Lender and the New Lender deliver to the Facility Agenta duly completed Transfer Certificate; and

 

(ii)                                  the Facility Agent executes it.

 

The Facility Agent must execute as soon asreasonably practicable a Transfer Certificate delivered to it and which appearson its face to be in order.

 

(c)                                  Each Party (other than the Existing Lender and the New Lender)irrevocably authorises the Facility Agent to execute any duly completedTransfer Certificate on its behalf.

 

(d)                                 On the Transfer Date:

 

(i)                                     the New Lender will assume the rights and obligations of theExisting Lender expressed to be the subject of the novation in the TransferCertificate in substitution for the Existing Lender; and

 

(ii)                                  the Existing Lender will be released from those obligations andcease to have those rights.

 

## **28.4**                        Limitation of responsibility of Existing Lender

 

(a)                                  Unless expressly agreed to the contrary, an Existing Lender is notresponsible to a New Lender for the legality, validity, adequacy, accuracy,completeness or performance of:

 

(i)                                     any Finance Document or any other document; or

 

(ii)                                  any statement or information (whether written or oral) made in orsupplied in connection with any Finance Document,

 

65

----

 

and any representations or warranties impliedby law are excluded.

 

(b)                                 Each New Lender confirms to the Existing Lender and the otherFinance Parties that it:

 

(i)                                     has made, and will continue to make, its own independent appraisalof all risks arising under or in connection with the Finance Documents(including the financial condition and affairs of each Obligor and its relatedentities and the nature and extent of any recourse against any Party or itsassets) in connection with its participation in this Agreement; and

 

(ii)                                  has not relied exclusively on any information supplied to it by theExisting Lender in connection with any Finance Document.

 

(c)                                  Nothing in any Finance Document requires an Existing Lender to:

 

(i)                                     accept a re-transfer from a New Lender of any of the rights andobligations assigned or transferred under this Clause; or

 

(ii)                                  support any losses incurred by the New Lender by reason of thenon-performance by any Obligor of its obligations under any Finance Document orotherwise.

 

## **28.5**                        Costs resulting from change of Lender or Facility Office

 

If:

 

### (a)                                  a Lender assigns or transfers any of its rights and obligationsunder the Finance Documents or changes its Facility Office; and

###  

### (b)                                 as a result of circumstances existing at the date the assignment,transfer or change occurs, an Obligor would be obliged to pay a Tax Payment oran Increased Cost,

###  

(c)                                  the Obligor need only pay that Tax Payment or Increased Cost to thesame extent that it would have been obliged to if no assignment, transfer orchange had occurred.

 

## **28.6**                        Resignation of an Obligor (other than the Company or the Parent)

 

(a)                                  In this Subclause, **Resignation Request** means a letter in theform of Schedule 8 (Form of Resignation Request), with such amendments asthe Facility Agent may approve or reasonably require.

 

(b)                                 The Company may request that an Obligor (other than the Company or theParent) ceases to be an Obligor by giving to the Facility Agent a dulycompleted Resignation Request.

 

(c)                                  subject to paragraph (d) below, the Facility Agent must accept aResignation Request and notify the Company and the Lenders of its acceptanceif:

 

(i)                                     in the case of a Guarantor, the Majority Lenders have consented tothe Resignation Request;

 

66

----

 

(ii)                                  it is not aware that a Default is outstanding or would result fromthe acceptance of the Resignation Request; and

 

(iii)                               no amount owed by that Obligor under this Agreement is stilloutstanding.

 

(d)                                 If a Resignation Request relates to Alfa Laval Special Finance AB orAlfa Laval Holding AB as Guarantors, the Facility Agent must, in addition tothe notification set out in paragraph (c), notify the Company and the Lendersthat is has received evidence in form and substance satisfactory to theMajority Lenders that:

 

(i)                                     the Senior Notes have been irrevocably redeemed in full;

 

(ii)                                  the Senior Notes Guarantee has been irrevocably released; and

 

(iii)                               that Alfa Laval Special Finance AB and Alfa Laval Holding AB haveundertaken that they will not sell or issue any notes, bonds or similarinstruments prior to the Final Maturity Date.

 

Followingthe acceptance of a Resignation Request relating to Alfa Laval Special FinanceAB or Alfa Laval Holding AB in accordance with this paragraph and paragraph(c), references to Alfa Laval Special Finance AB or Alfa Laval Holding AB (asthe case may be) in the following clauses shall be deemed to be deleted:

 

(A)                              Clause 20.6(b)(iv) (Disposals);

 

(B)                                Clauses 20.7(a), (b)(iii) and (vi) (Financial Indebtedness); and

 

(C)                                Clauses 20.14(d) and (e) (Restrictions on Lending and givingguarantees).

 

(e)                                  The Obligor will cease to be a Borrower and/or a Guarantor, asappropriate, when the Facility Agent gives the notification referred to inparagraph (c) above.

 

(f)                                    An Obligor (other than the Company or the Parent) may also cease tobe an Obligor in any other manner approved by the Majority Lenders.

 

## **28.7**                        Changes to the Reference Banks

 

If a Reference Bank (or, if a Reference Bankis not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender,the Facility Agent must (in consultation with the Company) appoint anotherLender or an Affiliate of a Lender to replace that Reference Bank.

 

## **28.8**                        Affiliates of Lenders

 

(a)                                  Each Lender may fulfil its obligations in respect of any Loanthrough an Affiliate if:

 

(i)                                     the relevant Affiliate is specified in this Agreement as a Lender orbecomes a Lender by means of a Transfer Certificate in accordance with thisAgreement; and

 

67

----

 

(ii)                                  the Loans in which that Affiliate will participate are specified inthis Agreement or in a notice given by that Lender to the Facility Agent andthe Company.

 

In this event, the Lender and the Affiliatewill participate in Loans in the manner provided for in sub-paragraph (ii)above.

 

(b)                                 If paragraph (a) above applies, the Lender and its Affiliate will betreated as having a single Commitment and a single vote, but, for all otherpurposes, will be treated as separate Lenders.

 

# **29.**                               DISCLOSUREOF INFORMATION

 

(a)                                  Each Finance Party must keep confidential any information suppliedto it by or on behalf of any Obligor in connection with the FinanceDocuments.  However, a Finance Party isentitled to disclose information:

 

(i)                                     which is publicly available, other than as a result of a breach bythat Finance Party of this Clause;

 

(ii)                                  in connection with any legal or arbitration proceedings;

 

(iii)                               if required to do so under any law or regulation;

 

(iv)                              to a governmental, banking, taxation or other regulatory authority;

 

(v)                                 to its professional advisers;

 

(vi)                              to the extent allowed under paragraph (b) below; or

 

(vii)                           with the agreement of the relevant Obligor.

 

(b)                                 A Finance Party may disclose to an Affiliate or any person with whomit may enter, or has entered into, any kind of transfer, participation or otheragreement in relation to this Agreement (a **participant**):

 

(i)                                     a copy of any Finance Document; and

 

(ii)                                  any information which that Finance Party has acquired under or inconnection with any Finance Document.

 

However, before a participant may receive anyconfidential information, it must agree with the relevant Finance Party to keepthat information confidential on the terms of paragraph (a) above.

 

(c)                                  This Clause supersedes any previous confidentiality undertakinggiven by a Finance Party in connection with this Agreement prior to it becominga Party.

 

68

----

 

# **30.**                               SET-OFF

 

Following the occurrence of a Default and forso long as it is continuing, a Finance Party may set off any matured obligationowed to it by an Obligor under the Finance Documents (to the extent beneficiallyowned by that Finance Party) against any obligation (whether or not matured)owed by that Finance Party to that Obligor, regardless of the place of payment,booking branch or currency of either obligation.  If the obligations are in different currencies, the Finance Partymay convert either obligation at a market rate of exchange in its usual courseof business for the purpose of the set-off.

 

# **31.**                               PRO RATASHARING

 

## **31.1**                        Redistribution

 

If any amount owing by an Obligor under thisAgreement to a Lender (the **recovering Lender**) is discharged bypayment, set-off or any other manner other than through the Facility Agentunder this Agreement (a **recovery**), then:

 

### (a)                                  the recovering Lender must, within three Business Days, supplydetails of the recovery to the Facility Agent;

###  

### (b)                                 the Facility Agent must calculate whether the recovery is in excessof the amount which the recovering Lender would have received if the recoveryhad been received by the Facility Agent under this Agreement; and

###  

### (c)                                  the recovering Lender must pay to the Facility Agent an amount equalto the excess (the **redistribution**).

###  

## **31.2**                        Effect of redistribution

 

(a)                                  The Facility Agent must treat a redistribution as if it were apayment by the relevant Obligor under this Agreement and distribute it amongthe Lenders, other than the recovering Lender, accordingly.

 

(b)                                 When the Facility Agent makes a distribution underparagraph (a) above, the recovering Lender will be subrogated to therights of the Finance Parties which have shared in that redistribution.

 

(c)                                  If and to the extent that the recovering Lender is not able to relyon any rights of subrogation under paragraph (b) above,  the relevant Obligor will owe the recoveringLender a debt which is equal to the redistribution, immediately payable and ofthe type originally discharged.

 

(d)                                 If:

 

(i)                                     a recovering Lender must subsequently return a recovery, or anamount measured by reference to a recovery, to an Obligor; and

 

(ii)                                  the recovering Lender has paid a redistribution in relation to thatrecovery,

 

69

----

 

each Finance Party must reimburse therecovering Lender all or the appropriate portion of the redistribution paid tothat Finance Party, together with interest for the period while it held the re-distribution.  In this event, the subrogation inparagraph (b) above will operate in reverse to the extent of thereimbursement.

 

## **31.3**                        Exceptions

 

Notwithstanding any other term of thisClause, a recovering Lender need not pay a redistribution to the extent that:

 

### (a)                                  it would not, after the payment, have a valid claim against therelevant Obligor in the amount of the redistribution; or

###  

### (b)                                 it would be sharing with another Finance Party any amount which therecovering Lender has received or recovered as a result of legal or arbitrationproceedings, where:

###  

#### (i)                                     the recovering Lender notified the Facility Agent of thoseproceedings; and

####  

#### (ii)                                  the other Finance Party had an opportunity to participate in thoseproceedings but did not do so or did not take separate legal or arbitrationproceedings as soon as reasonably practicable after receiving notice of them.

####  

# **32.**                               SEVERABILITY

 

If a term of a Finance Document is or becomesillegal, invalid or unenforceable in any jurisdiction, that shall not affect:

 

### (a)                                  the legality, validity or enforceability in that jurisdiction of anyother term of the Finance Documents; or

###  

### (b)                                 the legality, validity or enforceability in other jurisdictions ofthat or any other term of the Finance Documents.

###  

# **33.**                               COUNTERPARTS

 

Each Finance Document may be executed in anynumber of counterparts.  This has thesame effect as if the signatures on the counterparts were on a single copy ofthe Finance Document.

 

# **34.**                               NOTICES

 

## **34.1**                        In writing

 

(a)                                  Any communication in connection with a Finance Document must be inwriting and, unless otherwise stated, may be given in person, by post, or fax.

 

(b)                                 Unless it is agreed to the contrary, any consent or agreementrequired under a Finance Document must be given in writing.

 

70

----

 

## **34.2**                        Contact details

## ** **

(a)                                  Except as provided below, the contact details of each Party for allcommunications in connection with the Finance Documents are those notified bythat Party for this purpose to the Facility Agent on or before the date itbecomes a Party.

 

(b)                                 The contact details of the Company for this purpose are:

 
| Address:    |   | PO Box 73        |
|-------------|--------|------------------|
|        |   | SE-221 00 Lund   |
|        |   | Sweden           |
|        |   |             |
| Fax number: |   | +46 46 36 7184   |
|        |   |             |
| Attention:  |   | Group Treasurer. |

 

(c)                                  The contact details of the Facility Agent for this purpose are:

 
| Address:        |   | SEB Merchant Banking          |
|-----------------|--------|-------------------------------|
|            |   | Foreign Credit Administration |
|            |   | Rissneleden 110               |
|            |   | 106 40 Stockholm              |
|            |   | Sweden                        |
|            |   |                          |
| Fax number:     |   | +46 8 611 0384                |
|            |   |                          |
| Attention:      |   | Foreign Credit Administration |
|            |   |                          |
| with a copy to: |

 
| Address:    |   | SEB Merchant Banking |
|-------------|--------|----------------------|
|        |   | Loans Agency         |
|        |   | Scandinavian House   |
|        |   | 2 Cannon Street      |
|        |   | London EC4M 6XX      |
|        |   |                 |
| Fax number: |   | +44 20 7329 2304     |
|        |   |                 |
| Attention:  |   | Loans Agency         |

 

(ii)                                  for all other communications:

 
| Address:    |   | SEB Merchant Banking, |
|-------------|--------|-----------------------|
|        |   | Loans Agency          |
|        |   | Scandinavian House    |
|        |   | 2 Cannon Street       |
|        |   | London EC4M 6XX       |
|        |   | United Kingdom        |
|        |   |                  |
| Fax number: |   | +44 20 7329 2304      |

 

71

----

 
| Attention: |   | Loans Agency. |
|------------|--------|---------------|

 

(d)                                 Any Party may change its contact details by giving five BusinessDays’ notice to the Facility Agent or (in the case of the Facility Agent) tothe other Parties.

 

(e)                                  Where a Party nominates a particular department or officer toreceive a communication, a communication will not be effective if it fails tospecify that department or officer.

 

## **34.3**                        Effectiveness

 

(a)                                  Except as provided below, any communication in connection with aFinance Document will be deemed to be given as follows:

 

(i)                                     if delivered in person, at the time of delivery;

 

(ii)                                  if posted, five days after being deposited in the post, postageprepaid, in a correctly addressed envelope; and

 

(iii)                               if by fax, when received in legible form.

 

(b)                                 A communication given under paragraph (a) above but received ona non-working day or after business hours in the place of receipt will only bedeemed to be given on the next working day in that place.

 

(c)                                  A communication to the Facility Agent will only be effective onactual receipt by it.

 

## **34.4**                        Obligors

 

(a)                                  All communications under the Finance Documents to or from an Obligormust be sent through the Facility Agent.

 

(b)                                 All communications under the Finance Documents to or from an Obligor(other than the Company) must be sent through the Company.

 

(c)                                  Each Obligor (other than the Company) irrevocably appoints theCompany to act as its agent:

 

(i)                                     to give and receive all communications under the Finance Documents;

 

(ii)                                  to supply all information concerning itself to any Finance Party;and

 

(iii)                               to sign all documents under or in connection with the FinanceDocuments.

 

(d)                                 Any communication given to the Company in connection with a FinanceDocument will be deemed to have been given also to the other Obligors.

 

(e)                                  The Facility Agent may assume that any communication made by theCompany is made with the consent of each other Obligor.

 

72

----

 

# **35.**                               LANGUAGE

 

(a)                                  Any notice given in connection with a Finance Document must be inEnglish.

 

(b)                                 Any other document provided in connection with a Finance Documentmust be:

 

(i)                                     in English; or

 

(ii)                                  (unless the Facility Agent otherwise agrees) accompanied by acertified English translation.  In thiscase, the English translation prevails unless the document is a statutory orother official document.

 

# **36.**                               GOVERNING LAW

 

This Agreement is governed by English law.

 

# **37.**                               ENFORCEMENT

 

## **37.1**                        Jurisdiction

 

(a)                                  Subject to paragraph (b) below, the English courts have exclusivejurisdiction to settle any dispute in connection with any Finance Document andeach Party accordingly submits to the jurisdiction of the English courts.

 

(b)                                 Notwithstanding paragraph (a) above, any New York State court orFederal court sitting in New York City, State of New York also has jurisdictionto settle any dispute in connection with any Finance Document and each Partyaccordingly submits to the jurisdiction of these courts.

 

(c)                                  The English and New York courts are the most appropriate andconvenient courts to settle any such dispute and each Obligor waives objectionto those courts on the grounds of inconvenient forum or otherwise in relationto proceedings in connection with any Finance Document.

 

(d)                                 This Clause is for the benefit of the Finance Parties only.  To the extent allowed by law, a FinanceParty may take:

 

(i)                                     proceedings in any other court; and

 

(ii)                                  concurrent proceedings in any number of jurisdictions.

 

## **37.2**                        Service of process

 

(a)                                  Each Obligor not incorporated in England and Wales irrevocablyappoints Alfa Laval Limited of Alfa House, Doman Road, Camberley, Surrey GU153DN (fax no. : +44 1276 61088) as its agent under the Finance Documents forservice of process in any proceedings before the English courts in connectionwith any Finance Document.

 

(b)                                 Each Obligor not incorporated or having a place of business in NewYork State irrevocably appoints Alfa Laval U.S. Treasury Inc. of 5400 International Trade Drive, Richmond, VA23231, U.S.A. as its agent for service of process in any proceedings

 

73

----

 

before any NewYork State courts in connection with any Finance Document.  Alfa Laval U.S. Treasury Inc. by signingthis Agreement accepts and confirms its appointment as agent for service ofprocess for each other Obligor in any proceeding before any New York Statecourt in connection with any Finance Document.

 

(c)                                  Each Obligor agrees to maintain an agent for service of process inEngland and the State of New York until all Commitments have terminated and theLoans and all other amounts payable under the Finance Documents have beenfinally, irrevocably and indefeasibly repaid in full.

 

(d)                                 If any person appointed as process agent is unable for any reason toact as agent for service of process, the Company (on behalf of all theObligors) must immediately appoint another agent on terms acceptable to theFacility Agent.  Failing this, theFacility Agent may appoint another agent for this purpose.

 

(e)                                  Each Obligor agrees that failure by a process agent to notify it ofany process will not invalidate the relevant proceedings.

 

(f)                                    This Clause does not affect any other method of service allowed bylaw.

 

(g)                                 Each Obligor agrees that if the appointment of any person mentionedin paragraph (a) or (b) above ceases to be effective, the Obligor shallimmediately appoint a further person in England or in the State of New York, asappropriate, to accept service of process on its behalf in England or in theState of New York, as appropriate and, if the Obligor does not appoint aprocess agent within 15 days, the Facility Agent is entitled and authorised toappoint a process agent of the Obligor by notice to the Obligor.

 

## **37.3**                        Waiver of immunity

 

Each Obligor irrevocably and unconditionally:

 

### (a)                                  agrees not to claim any immunity from proceedings brought by aFinance Party against it in relation to a Finance Document and to ensure thatno such claim is made on its behalf;

###  

### (b)                                 consents generally to the giving of any relief or the issue of anyprocess in connection with those proceedings; and

###  

### (c)                                  waives all rights of immunity in respect of it or its assets.

###  

## **37.4**                        Waiver of trial by jury

 

EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO AJURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN CONNECTION WITH ANY FINANCEDOCUMENT OR ANY TRANSACTION CONTEMPLATED BY ANY FINANCE DOCUMENT.  THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENTTO TRIAL BY COURT.

 

74

----

 

**38.**                               COMPLETEAGREEMENT

 

The Finance Documents contain the completeagreement between the Parties on the matters to which they relate and supersedeall prior commitments, agreements and understandings, whether written or oral,on those matters.

 

This Agreement has been entered into on thedate stated at the beginning of this Agreement.

 

75

----

 

**SCHEDULE 1**

 

**ORIGINAL PARTIES**

 
| **Name of  Borrowers**               |   | **Registration number****(or  equivalent, if any)** |
|--------------------------------------|--------|-----------------------------------------------------|
|                                 |   |                                                |
| Alfa Laval Treasury International AB |   | **556432-2484**                                     |
|                                 |   |                                                |
| Alfa Laval US Treasury Inc.          |   |                                                |

 

 
| **Name of  Guarantors**       |   | **Registration number****(or  equivalent, if any)** |
|-------------------------------|--------|-----------------------------------------------------|
|                          |   |                                                |
| Alfa Laval AB (publ)          |   | **556587-8054**                                     |
|                          |   |                                                |
| Alfa Laval Special Finance AB |   | **556587-8062**                                     |
|                          |   |                                                |
| Alfa Laval Holding AB         |   | **556025-2792**                                     |

 

76

----

 
| **Name of  Original Tranche A Lenders** |   | **Tranche A Commitments  US$** |
|-----------------------------------------|--------|--------------------------------|
|                                    |   |                           |
| Skandinaviska Enskilda Banken AB (publ) |   | 62,000,000                     |
|                                    |   |                           |
| Danske Bank A/S                         |   | 50,000,000                     |
|                                    |   |                           |
| ING Bank                                |   | 50,000,000                     |
|                                    |   |                           |
| Nordea Bank AB (publ)                   |   | 50,000,000                     |
|                                    |   |                           |
| Svenska Handelsbanken AB (publ)         |   | 50,000,000                     |
|                                    |   |                           |
| HSBC Bank Plc                           |   | 27,000,000                     |
|                                    |   |                           |
| FIH Erhvervsbank A/S                    |   | 12,000,000                     |
|                                    |   |                           |
| Natexis Banques Populaires              |   | 12,000,000                     |
|                                    |   |                           |
| Nykredit Bank A/S                       |   | 12,000,000                     |
|                                    |   |                           |
| **Total Tranche A Commitments**         |   | US$                            | 325,000,000 |

 

 
| **Name of  Original Tranche B Lenders** |   | **Tranche B Commitments****€** |
|-----------------------------------------|--------|-------------------------------------|
|                                    |   |                                |
| Skandinaviska Enskilda Banken AB (publ) |   | 30,000,000                          |
|                                    |   |                                |
| Danske Bank A/S                         |   | 23,000,000                          |
|                                    |   |                                |
| ING Bank                                |   | 23,000,000                          |
|                                    |   |                                |
| Nordea Bank AB (publ)                   |   | 23,000,000                          |
|                                    |   |                                |
| Svenska Handelsbanken AB (publ)         |   | 23,000,000                          |
|                                    |   |                                |
| HSBC Bank Plc                           |   | 10,000,000                          |
|                                    |   |                                |
| FIH Erhvervsbank A/S                    |   | 6,000,000                           |
|                                    |   |                                |
| Natexis Banques Populaires              |   | 6,000,000                           |
|                                    |   |                                |
| Nykredit Bank A/S                       |   | 6,000,000                           |
|                                    |   |                                |
| **Total Tranche B Commitments**         |   | euro                                | 150,000,000 |

 

77

----

 

**SCHEDULE 2**

 

**CONDITIONS PRECEDENT DOCUMENTS**

 

**TO BE DELIVERED BEFORE THE FIRST REQUEST**

 

**Obligors**

 

1.                                       A copy of the constitutional documents of each Obligor.

 

2.                                       A copy of a resolution of the board of directors of each Obligorapproving the terms of, and the transactions contemplated by, this Agreement.

 

3.                                       A specimen of the signature of each person authorised on behalf ofan Obligor to execute or witness the execution of any Finance Document or tosign or send any document or notice in connection with any Finance Document.

 

4.                                       A certificate of an authorised signatory of the Company certifyingthat each copy document specified in this Schedule is correct, completeand in full force and effect as at a date no earlier than the date of thisAgreement.

 

5.                                       Evidence that the agent of the Obligors under the Finance Documentsfor service of process in England and Wales has accepted its appointment.

 

6.                                       A certificate of the Secretary and/or or Assistant Secretary of AlfaLaval U.S. Treasury Inc. certifying, among other things, that that the copy ofits constitutional documents and the resolution of its board of directorsspecified in this Schedule are correct, complete and in full force andeffect.

 

7.                                       Evidence of good standing of Alfa Laval U.S. Treasury Inc. under thelaws of its jurisdiction of incorporation.

 

**Legal opinions**

 

1.                                       A legal opinion of Gernandt & Danielsson, legal advisers inSweden to the Mandated Lead Arranger and Facility Agent, addressed to theFinance Parties.

 

2.                                       A legal opinion of Allen & Overy, New York, legal advisers inthe State of New York to the Mandated Lead Arranger and the Facility Agent,addressed to the Finance Parties.

 

3.                                       A legal opinion of Allen & Overy, legal advisers in England tothe Mandated Lead Arranger and the Facility Agent, substantially in the form ofSchedule 8 (Form of legal opinion of Allen & Overy), addressed to theFinance Parties.

 

**Otherdocuments and evidence**

 

1.                                       Evidence that the Existing Facility will be prepaid and cancelled infull on or by the first Utilisation Date.

 

78

----

 

2.                                       Evidence satisfactory to the Mandated Lead Arranger that theexisting subordination arrangements in respect of the Senior Notes Guaranteeremain effective to subordinate the Senior Notes Guarantee to the Facility.

 

3.                                       A Compliance Certificate to confirm that the financial covenantscontained in Clause 19 (Financial Covenants) would be met on the date of thisAgreement and to determine the applicable Margin as at the first UtilisationDate.

 

4.                                       Evidence satisfactory to the Mandated Lead Arranger that the FundingLoan has been subordinated to the Facility.

 

79

----

 

**SCHEDULE 3**

 

**FORM OF REQUEST**

 

To:                              [SEB Merchant Banking, Skandinaviska Enskilda Banken AB (publ)] asFacility Agent

 

From:                  [                               ]

 

Date:                    [                               ]

 

**Alfa Laval Treasury International AB/**

**Alfa Laval U.S. Treasury Inc. - Credit Agreement**

**dated [          ],2004 (the Agreement)**

 

1.                                       We refer to the Agreement. This is a Request.

 

2.                                       We wish to borrow a Loan on the following terms:

 

(a)                                  Utilisation Date:[                               ]

 

(b)                                 Amount/currency:[                                         ]

 

(c)                                  Term:[                                         ].

 

3.                                       Our payment instructions are:[                                    ].

 

4.                                       We confirm that each condition precedent under the Agreement whichmust be satisfied on the date of this Request is so satisfied.

 

5.                                       This Request is irrevocable.

 

By:

 

[                               ]

 

80

----

 

**SCHEDULE 4**

 

**CALCULATION OFTHE MANDATORY COST**

 

**1.****                                      General**

 

The Mandatory Cost is the weighted average ofthe rates for each Lender calculated below by the Facility Agent on the firstday of a Term.  The Facility Agent mustdistribute each amount of Mandatory Cost among the Lenders on the basis of therate for each Lender.

 

**2.****                                      For a Lender lending from a Facility Office in the U.K.**

 

(a)                                  The relevant rate for a Lender lending from a Facility Office in theU.K. is calculated in accordance with the following formulae:

 

for a Loan in Sterling:

 

AB + C(B-D) + E x 0.01 per cent. per annum

100-(A + C)

 

for any other Loan:

 

E x 0.01 per cent. per annum

300

 

where on the day of application of theformula:

 

A                                      is the percentage of that Lender’s eligible liabilities (in excessof any stated minimum) which the Bank of England requires it to hold on anon-interest-bearing deposit account in accordance with its cash ratiorequirements;

 

B                                        is LIBOR for that Term;

 

C                                        is the percentage of that Lender’s eligible liabilities which theBank of England requires it to place as a special deposit;

 

D                                       is the interest rate per annum allowed by the Bank of England on aspecial deposit; and

 

E                                         is the charge payable by each Lender to the Financial ServicesAuthority under the fees rules (but, for this purpose, ignoring any minimum feerequired under the fees rules) and expressed in pounds per £1 million of thetariff base of that Lender.

 

(b)                                 For the purposes of this paragraph 2:

 

(i)                                     “eligible liabilities” and “special deposit” have the meanings givento them at the time of application of the formula by the Bank of England;

 

(ii)                                  “fees rules” means the then current rules on periodic fees in theSupervision Manual of the FSA Handbook; and

 

81

----

 

(iii)                               “tariff base” has the meaning given to it in the fees rules.

 

(c)                                  (i)                                     In the application of the formulae, A, B, C and D are included asfigures and not as percentages, e.g. if A = 0.5% and B = 15%, AB is calculatedas 0.5 x 15.  A negative result obtainedby subtracting D from B is taken as zero.

 

(ii)                                  Each rate calculated in accordance with a formula is, if necessary,rounded upward to four decimal places.

 

(d)                                 (i)                                     Each Lender must supply to the Facility Agent the informationrequired by it to make a calculation of the rate for that Lender.  The Facility Agent may assume that thisinformation is correct in all respects.

 

(ii)                                  If a Lender fails to do so, the Facility Agent may assume that theLender’s obligations in respect of cash ratio deposits, special deposits andthe fees rules are the same as those of a typical bank from its jurisdiction ofincorporation with a Facility Office in the same jurisdiction as its FacilityOffice.

 

(iii)                               The Facility Agent has no liability to any Party if its calculationover or under compensates any Lender.

 

**3.****                                      For a Lender lending from a Facility Office in a ParticipatingMember State**

 

(a)                                  The relevant rate for a Lender lending from a Facility Office in aParticipating Member State is the percentage rate per annum notified by thatLender to the Facility Agent as its cost of complying with the minimum reserverequirements of the European Central Bank.

 

(b)                                 If a Lender fails to specify a rate under paragraph (a) above,the Facility Agent will assume that the Lender has not incurred any such cost.

 

**4.****                                      Changes**

 

The Facility Agent may, after consultationwith the Company and the Lenders, notify all the Parties of any amendment tothis Schedule which is required to reflect:

 

(a)                                  any change in law or regulation; or

 

(b)                                 any requirement imposed by the Bank of England, the FinancialServices Authority or the European Central Bank (or, in any case, any successorauthority).

 

Any notification will be, in the absence ofmanifest error, conclusive and binding on all the Parties.

 

82

----

 

**SCHEDULE 5**

 

**FORM OF TRANSFER CERTIFICATE**

 

To:                              [ SEB Merchant Banking, Skandinaviska Enskilda Banken AB (publ)] asFacility Agent

 

From:                  [THE EXISTING LENDER] (the **Existing Lender**) and [THE NEW LENDER] (the **New Lender**)

 

Date:                    [                              ]

 

**Alfa Laval Treasury International AB/**

**Alfa Laval U.S. Treasury Inc. - Credit Agreement**

**dated [          ],2004 (the Agreement)**

 

We refer to the Agreement.  This is a Transfer Certificate.

 

1.                                       The Existing Lender transfers by novation to the New Lender theExisting Lender’s rights and obligations referred to in the Schedule belowin accordance with the terms of the Agreement.

 

2.                                       The proposed Transfer Date is [   ].

 

3.                                       The administrative details of the New Lender for the purposes of theAgreement are set out in the Schedule.

 

4.                                       This Transfer Certificate is governed by English law.

 

83

----

 

**THE SCHEDULE**

 

**Rights and obligations to be transferred by novation**

[insert relevant details, includingapplicable Commitment (or part)]

 

**Administrative details of the New Lender**

[insert details of Facility Office, addressfor notices and payment details etc.]

 

 
| [**EXISTING LENDER**]                                    |   | [**NEW LENDER**]                                                                                                                                                                                                            |
|----------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                     |   |                                                                                                                                                                                                                        |
| By:                                                      |   | By:                                                                                                                                                                                                                         |
|                                                     |   |                                                                                                                                                                                                                        |
| The Transfer Date is confirmed by the  Facility Agent as |   |  [                                   ]. |
|                                                     |   |                                                                                                                                                                                                                        |
| [AGENT]                                                  |   |                                                                                                                                                                                                                        |
|                                                     |   |                                                                                                                                                                                                                        |
| By:                                                      |   |                                                                                                                                                                                                                        |

 

84

----

 

**SCHEDULE 6**

 

**FORM OF COMPLIANCE CERTIFICATE**

 

To:                              [ SEB Merchant Banking, Skandinaviska Enskilda Banken AB (publ)] asFacility Agent

 

From:                  Alfa Laval AB (publ)

 

Date:                    [                               ]

 

**Alfa Laval Treasury International AB/**

**Alfa Laval U.S. Treasury Inc. - Credit Agreementdated [          ], 2004 (theAgreement)**

 

1.                                       We refer to the Agreement. This is a Compliance Certificate.

 

2.                                       We confirm that as at [relevant testing date]:

 

(a)                                  Net Debt was[                             ]and EBITDA was [                       ];therefore the ratio of Net Debt to EBITDA was[                          ]to 1;

 

(b)                                 EBITDA was[                          ]and Total Interest Expenses was[                          ];therefore the ratio of EBITDA to Total Interest Expenses was[                          ];and

 

(c)                                  Net Debt was[                 ]and Equity was[                 ];therefore the ratio of Net Debt to Equity was[                 ].

 

3.                                       We set out below calculations establishing the figures in paragraph2 above:

 

[                        ].

 

4.                                       [We confirm that no Default is outstanding as at [relevant testingdate].(1)

 

Alfa Laval AB (publ)

 
| By: |   | By: |
|-----|--------|-----|

 

[insert applicable certification language]

 
| for |   |   |
|-----|--------|--------|

 

[auditors of the Parent](2)

 

----

(1)                                  If this statement cannot be made, the certificate should identifyany Default that is outstanding and the steps, if any, being taken to remedyit.

(2)                                  If tested annually, only include in certificate with annualaccounts.

 

85

----

 

**SCHEDULE 7**

 

**FORM OF RESIGNATION REQUEST**

 

To:                              [ SEB Merchant Banking, Skandinaviska Enskilda Banken AB (publ)] asFacility Agent

 

From:                  Alfa Laval Treasury International AB and [relevant Obligor]

 

Date:                    [                                 ]

 

**Alfa Laval Treasury International AB/**

**Alfa Laval U.S. Treasury Inc. - Agreement**

**dated [          ],2004 (the****Agreement)**

 

1.                                       We refer to the Agreement. This is a Resignation Request.

 

2.                                       We request that [resigning Obligor] be released from its obligationsas [a/an](3) [Obligor/Borrower/Guarantor](1) under the Agreement.

 

3.                                       We confirm that no Default is outstanding or would result from theacceptance of this Resignation Request.

 

4.                                       We confirm that as at the date of this Resignation Request no amountowed by [resigning Obligor] under the Agreement is outstanding.

 

5.                                       This Resignation Request is governed by English law.

 

Alfa Laval Treasury International AB                                          [Relevant Obligor]

 
| By: |   | By: |
|-----|--------|-----|

 

 

The Facility Agent confirms that thisresignation takes effect on[                                 ].

 

[SEB Merchant Banking, Skandinaviska EnskildaBanken AB (publ)]

 

By:

 

86

----

 

**SCHEDULE 8**

 

**FORM OF LEGAL OPINION OF ALLEN & OVERY**

 

 

To:                              The Finance Parties named as original parties

 

to the Agreement (as defined below).

 

[DATE]

 

Dear Sirs,

 

**Alfa Laval Treasury International AB/**

**Alfa Laval U.S. Treasury Inc. - Credit Agreement**

**dated [          ],2004 (the Agreement)**

 

We have received instructions from theFacility Agent in connection with the Agreement.

 

Words defined in the Agreement have the same meaningwhen used in this opinion.

 

Subject to the qualifications set out belowand to any matters not disclosed to us, we are of the opinion that, so far asthe present laws of England are concerned, the Agreement constitutes a legallybinding, valid and enforceable obligation of each Obligor.

 

The qualifications to which this opinion issubject are as follows:

 

(a)                                  We assume that the Agreement has been duly authorised and enteredinto by each party to it.

 

(b)                                 This opinion is subject to all insolvency and other laws affectingthe rights of creditors generally.

 

(c)                                  We assume that no foreign law affects the conclusions statedabove.  We assume, in particular, that,so far as the laws of the State of Delaware, the laws of Sweden and the federallaws of the United States of America are concerned, the Agreement constitutes alegally binding, valid and enforceable obligation of each Obligor.  In this regard we have relied on copies ofthe legal opinions referred to in Schedule 2 to the Agreement.

 

(d)                                 The term **enforceable** means that a document is of atype and form enforced by the English courts. It does not mean that each obligation will be enforced in accordancewith its terms.  Certain rights andobligations of an Obligor may be qualified by the non-conclusivity ofcertificates, doctrines of good faith and fair conduct, the availability ofequitable remedies and other matters.

 

This opinion is given for your sole benefitand may not be relied upon by or disclosed to any other person.

 

Yours faithfully,

 

87

----

 

**SIGNATORIES**

 

 

**Parent**

 
| ALFA LAVAL AB (publ) |         |         |
|----------------------|--------------|--------------|
|                 |         |         |
| By:                  | T. THURESSON | J. NORLANDER |   |
|                      |              |              |  |

 

 

**Company**

 
| ALFA LAVAL TREASURY INTERNATIONAL AB |         |         |
|--------------------------------------|--------------|--------------|
|                                 |         |         |
| By:                                  | T. THURESSON | J. NORLANDER |   |
|                                      |              |              |  |

 

 

**Borrowers**

 
| ALFA LAVAL TREASURY INTERNATIONAL AB |         |         |
|--------------------------------------|--------------|--------------|
|                                 |         |         |
| By:                                  | T. THURESSON | J. NORLANDER |   |
|                                      |              |              |  |

 

 
| ALFA LAVAL U.S. TREASURY INC. |         |         |
|-------------------------------|--------------|--------------|
|                          |         |         |
| By:                           | T. THURESSON | J. NORLANDER |   |
|                               |              |              |  |

 

 

**Guarantors**

 
| ALFA LAVAL AB |         |         |
|---------------|--------------|--------------|
|          |         |         |
| By:           | T. THURESSON | J. NORLANDER |   |
|               |              |              |  |

 

 
| ALFA LAVAL SPECIAL FINANCE AB |         |         |
|-------------------------------|--------------|--------------|
|                          |         |         |
| By:                           | T. THURESSON | J. NORLANDER |   |
|                               |              |              |  |

 

88

----

 
| ALFA LAVAL HOLDING AB |         |         |
|-----------------------|--------------|--------------|
|                  |         |         |
| By:                   | T. THURESSON | J. NORLANDER |   |
|                       |              |              |  |

 

 

**Mandated LeadArranger**

 
| SEB MERCHANT BANKING, SKANDINAVISKA  ENSKILDA BANKEN AB (publ) |
|----------------------------------------------------------------|
|                                                           |   |   |
| By:                                                            | J. LUND | S. TUVLIND |   |
|                                                                |  |  |  |

 

 

**OriginalLenders**

 
| SKANDINAVISKA ENSKILDA BANKEN AB (publ) |
|-----------------------------------------|
|                                    |   |   |
| By:                                     | J. LUND | S. TUVLIND |   |
|                                         |  |  |  |

 

 
| DANSKE BANK A/S |
|-----------------|
|            |   |   |
| By:             | J. LUND | S. TUVLIND (by Power of Attorney) |
|                 |  |  |  |

 

 
| 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) |
|               |  |  |  |

 

 
| ING BANK |
|----------|
|     |   |   |
| By:      | J. LUND | S. TUVLIND (by Power of Attorney) |
|          |  |  |  |

 

89

----

 
| 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) |
|                   |  |  |  |

 

 

**FacilityAgent**

 
| SEB MERCHANT BANKING, SKANDINAVISKA  ENSKILDA BANKEN AB (publ) |
|----------------------------------------------------------------|
|                                                           |   |   |
| By:                                                            | J. LUND | S. TUVLIND |
|                                                                |  |  |  |  |

 

90

----