Exhibit 10.6


[CLIFFORD CHANCE PUNDER LOGO]

                                                                  Conformed Copy



                               Dated [7 May] 2002






                        POOL ACQUISITION NETHERLANDS B.V.
                         as Outgoing Subordinated Lender

                           SANITEC INTERNATIONAL S.A.
                         as Incoming Subordinated Lender

                                   SANITEC OY
                                   as Company

               BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH
             as Liquidity Lender and as agent for the Beneficiaries



                                       AND

                              THE BANK OF NEW YORK
                                   as Trustee





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                               AMENDMENT AGREEMENT
    RELATING TO A SENIOR NOTES LOAN SUBORDINATION AGREEMENT DATED 14 DECEMBER
                                      2001
 ------------------------------------------------------------------------------






<PAGE>

THIS AGREEMENT is dated [7 May] 2002 and made between:

(1)      POOL ACQUISITION NETHERLANDS B.V. (the "OUTGOING SUBORDINATED LENDER");

(2)      SANITEC INTERNATIONAL S.A. (the "INCOMING SUBORDINATED LENDER");

(3)      SANITEC OY (formerly Pool Acquisition Helsinki Oy) (the "COMPANY");

(4)      BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH as Liquidity Lender
         and as agent for the Beneficiaries (the "LIQUIDITY LENDER" and the
         "AGENT"); and

(5)      THE BANK OF NEW YORK as trustee for holders of the Senior Notes (the
         "TRUSTEE").

RECITALS

(A)      Pursuant to a EUR 615,000,000 senior multicurrency term loan and
         revolving credit facilities agreement dated 26 April 2001 between,
         INTER ALIOS, Pool Acquisition Helsinki Oy as parent and original
         borrower, Pool Acquisition Helsinki Oy and Pool Financing Helsinki Oy
         as original guarantors, Bayerische Hypo- und Vereinsbank AG as arranger
         and underwriter, Bayerische Hypo- und Vereinsbank AG, London Branch as
         agent and as security agent and the Banks (as defined therein) (as
         amended, novated, supplemented, superseded or extended from time to
         time, the "SENIOR FACILITIES AGREEMENT"), the Banks agreed to grant
         certain facilities to the original borrower and certain entities which
         accede thereto as additional borrowers.

(B)      Pursuant to an EUR 245,000,000 junior facility agreement dated 26 April
         2001 between, INTER ALIOS, Fin Newco II as junior borrower, Fin Newco I
         as junior guarantor, Bayerische Hypo- und Vereinsbank AG as junior
         arranger and junior underwriter and Bayerische Hypo- und Vereinsbank
         AG, London Branch as junior agent and security agent and the Junior
         Lenders (as defined therein) (as amended, novated, supplemented,
         superseded or extended from time to time, the "JUNIOR FACILITY
         AGREEMENT"), the Junior Lenders have agreed to grant a term loan
         facility to the junior borrower.

(C)      It was intended that the Outgoing Subordinated Lender would issue
         high-yield debt securities (the "SENIOR NOTES") to be constituted
         pursuant to an indenture.

(D)      The Outgoing Subordinated Lender entered into a subordinated loan
         agreement with the Company on or about 14 December 2001 (as amended,
         novated, supplemented, superseded or extended from time to time, the
         "SENIOR NOTES LOAN AGREEMENT") pursuant to which the Outgoing
         Subordinated Lender as lender agreed to lend certain amounts to the
         Company as borrower.

(E)      Pursuant to the terms of a senior notes loan subordinated agreement
         dated on or about 14 December 2001 (as amended, novated, supplemented,
         superseded or extended from time to time, the "SENIOR NOTES LOAN
         SUBORDINATION AGREEMENT"), the payment claims of the Outgoing
         Subordinated Lender against the Company in relation to the



                                      -1-
<PAGE>

         Senior Notes Loan Agreement were regulated and/or subordinated in the
         manner set out therein.

(F)      Pursuant to a merger plan dated 7 November 2001 and a subsidiary merger
         as referred to in Chapter 14, Section 1, Subsection 3 of the Finnish
         Companies Act (statute 1978/734 as amended) which became effective on
         registration of the merger in the Finnish Trade Register, the Target
         Company merged into Fin Newco I which merged entity was subsequently
         renamed Sanitec Oy.

(G)      Sanitec Oy has notified the Facility Agent that (i) a new German
         holding company ("GERMAN NEWCO") in the form of a stock corporation
         (AKTIENGESELLSCHAFT) and a new Luxembourg holding company ("LUX NEWCO
         II") in the form of a stock corporation (SOCIETE ANONYME) have been
         incorporated. Lux Newco II holds the shares in Dutch Newco. German
         Newco will following the issue of the Senior Notes be interposed
         between Lux Newco and Lux Newco II, (ii) Dutch Newco will be dissolved
         and thus replaced by Lux Newco II (and Lux Newco II rather than Dutch
         Newco shall then issue the Senior Notes) and (iii) Sanitec Oy wishes to
         upstream additional monies to Lux Newco, Lux Newco II and German Newco.

(H)      The parties to the Senior Notes Loan Subordination Agreement (with
         Bayerische Hypo- und Vereinsbank AG, London Branch acting as agent of
         the Beneficiaries) have now agreed to amend the Senior Notes Loan
         Subordination Agreement on the terms and subject to the conditions
         hereof.

IT IS AGREED as follows:

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS
         In this Agreement:

         "EFFECTIVE DATE" means the date on which the Agent confirms to the
         Beneficiaries and the Company that it has received each of the
         documents listed in Schedule 1 (CONDITIONS PRECEDENT), each in a form
         and substance satisfactory to the Agent.

         "RESTATED AGREEMENT" means the Senior Notes Loan Subordination
         Agreement, as amended by this Agreement, the terms of which are set out
         in Annex I (RESTATED AGREEMENT).

1.2      INCORPORATION OF DEFINED TERMS
         (a)      Terms defined in the Senior Notes Loan Subordination Agreement
                  (whether expressly or by reference to any other document or
                  agreement) shall, unless otherwise defined herein, have the
                  same meaning herein.

         (b)      The principles of construction set out in the Senior Notes
                  Loan Subordination Agreement (whether expressly or by
                  reference to any other document or agreement) shall have
                  effect as if set out in this Agreement.



                                      -2-
<PAGE>

1.3      CLAUSES
         (c)      In this Agreement any reference to a "Clause", "Annex" or
                  "Schedule" is, unless the context otherwise requires, a
                  reference to a Clause, Annex or Schedule of this Agreement.

         (d)      Clause, Annex and Schedule headings are for ease of reference
                  only.

2.       RESTATEMENT

         RESTATEMENT OF THE SENIOR NOTES LOAN SUBORDINATION AGREEMENT

         With effect from the Effective Date the Senior Notes Loan Subordination
         Agreement shall be amended and restated so that it shall be read and
         construed for all purposes as set out in Annex I (RESTATED Agreement.)

3.       ACCESSION

         Sanitec International S.A. hereby agrees with each other person who is
         or who becomes a party to the Amended Agreement that with effect on and
         from the date herof it wil be bound by the Amended Agreement as if it
         had been an original party to the Amended Agreement.

         Address for notice of Sanitec International S.A. for the purpose of
         Clause 10 (NOTICES) of the Amended Agreement is:

         19-21 Boulevard du Prince Henri, L-1724 Luxembourg

         Trustee hereby agrees with each other person who is or who becomes a
         party to the Amended Agreement that with effect on and from the date
         hereof it will be bound by the Amended Agreement as trustee for the
         holders of the Senior Notes as if it had been an original party to the
         Amended Agreement in that capacity.

         Address for notice of Trustee for the purpose of Clause 10 (NOTICES) of
         the Amended Agreement is:

         ATO: Paul Pereira
         The Bank of New York
         One Canada Square
         London E14 5 AL
4.       REPRESENTATIONS  AND COVENANT

         Each of the Company and the Incoming Subordinated Lender makes the
         Repeated Representations as if each reference in those representations
         to "this Agreement" or "the Finance Documents" includes a reference to
         (a) this Agreement and (b) the Restated Agreement.

         The Company covenants to supply to the Agent a certificate of an
         Authorised Signatory of each Obligor (as defined in Schedule 1 hereto)
         setting out the names and signatures of the persons authorised to sign,
         on behalf of such Obligor, this Agreement and any documents to be
         delivered by such Obligor pursuant hereto (a certificate presented in
         connection with the signing of the Finance Documents on 26 April 2001
         and/or 6 June 2001 may be presented, if the persons authorised to sign
         on behalf of such Obligor are



                                      -3-
<PAGE>

         the same as the ones who signed the Finance Documents on 26 April 2001
         and/or 6 June 2001) within three weeks from the Effective Date.



5.       CONTINUITY AND FURTHER ASSURANCE

5.1      CONTINUING OBLIGATIONS AND FINANCE DOCUMENT
         The provisions of the Finance Documents shall, save as amended in this
         Agreement, continue in full force and effect. This Agreement shall
         constitute a Finance Document.

5.2      FURTHER ASSURANCE
         The Company shall, at the request of the Agent and at its own expense,
         do all such acts and things necessary or desirable to give effect to
         the amendments effected or to be effected pursuant to this Agreement.

6.       FEES, COSTS AND EXPENSES

6.1      TRANSACTION EXPENSES
         The Company shall promptly on demand pay the Agent and each of the
         Beneficiaries the amount of all costs and expenses (including legal
         fees) reasonably incurred by any of them in connection with the
         negotiation, preparation, printing and execution of this Agreement and
         any other document referred to in this Agreement.

6.2      ENFORCEMENT COSTS
         The Company shall, within three Business Days of demand, pay to each
         Beneficiary the amount of all costs and expenses (including legal fees)
         incurred by that Beneficiary in connection with the enforcement of, or
         the preservation of any rights under this Agreement and any other
         document referred to in this Agreement.

6.3      STAMP TAXES
         The Company shall pay and, within three Business Days of demand,
         indemnify each Beneficiary against any cost, loss or liability that
         Beneficiary incurs in relation to all stamp duty, registration and
         other similar taxes payable in respect of this Agreement and any other
         document referred to in this Agreement.

7.       MISCELLANEOUS

7.1      INCORPORATION OF TERMS
         The provisions of Clause 12 (PARTIAL INVALIDITY; WAIVER), Clause 13
         (LAW) and Clause 14 (JURISDICTION) of the Senior Notes Loan
         Subordination Agreement shall be incorporated into this Agreement as if
         set out in full herein and as if references therein to "this Agreement"
         or "the Finance Documents" are references to this Agreement.

7.2      COUNTERPARTS
         This Agreement may be executed in any number of counterparts and this
         has the same effect as if the signatures on the counterparts were on a
         single copy of this Agreement.

THIS AGREEMENT has been entered into on the date stated at the beginning of this
Agreement.




                                      -4-
<PAGE>




                                   SCHEDULE 1
                              CONDITIONS PRECEDENT

1.       In relation to the Outgoing Subordinated Lender, the Incoming
         Subordinated Lender and the Company (together, the "OBLIGORS" and each
         an "OBLIGOR"):

         (a)      a copy of the constitutional documents of such Obligor,
                  certified as true, complete and up-to-date as at the date
                  hereof the

         (b)      a copy, certified as at the date of this Agreement a true and
                  up-to-date copy by an Authorised Signatory of such Obligor, of
                  a board/shareholders/managing directors resolution or any
                  other resolution required by law of such Obligor approving the
                  execution, delivery and performance of this Agreement and the
                  terms and conditions hereof and authorising a named person or
                  persons to sign this Agreement and any documents to be
                  delivered by such Obligor pursuant hereto (a resolution
                  presented in connection with the signing of the Finance
                  Documents on 26 April 2001 and/or 6 June 2001 may be
                  presented, if such resolution also covers the execution of
                  this Agreement); and

2.       Execution and delivery of amendment agreements amending the terms of
         the Senior Facility Agreement, the Junior Facility Agreement and the
         Subordination Agreement.






                                      -5-
<PAGE>


                                     ANNEX I

                                AMENDED AGREEMENT




                                      -6-
<PAGE>


                                   SIGNATURES

THE OUTGOING SUBORDINATED LENDER

POOL ACQUISITION NETHERLANDS B.V.



By:      [Dr. Jens Moraht by power of attorney]



THE INCOMING SUBORDINATED LENDER

SANITEC INTERNATIONAL S.A.



By:      [DR. JENS MORAHT BY POWER OF ATTORNEY]



THE COMPANY

SANITEC OY (FORMERLY POOL ACQUISITION HELSINKI OY)



By:      [Dr. Jens Moraht by power of attorney]



THE LIQUIDITY LENDER AND THE AGENT

BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH
as Liquidity Lender and as agent for the Beneficiaries


BY:      [Christopher Keen by power of attorney]

         [Peter Herreiner by power of attorney]



THE TRUSTEE

THE BANK OF NEW YORK
as Trustee for the holders of the Senior Notes



By:      [Paul Pereira, AVP]









<PAGE>

[CLIFFORD CHANCE PUNDER LOGO]


                                                                         ANNEX I




                           SANITEC INTERNATIONAL S.A.
                             AS SUBORDINATED LENDER



                          POOL ACQUISITION HELSINKI OY
                                   AS COMPANY



                                THE BENEFICIARIES
                                  NAMED HEREIN


                              THE BANK OF NEW YORK
                 AS TRUSTEE FOR THE HOLDERS OF THE SENIOR NOTES







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

                    SENIOR NOTES LOAN SUBORDINATION AGREEMENT

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




<PAGE>


                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                                              PAGE



<S>                                                                                                 <C>
1.       Interpretation................................................................................2


2.       Subordination (RANGRUCKTRITT) of Subordinated Liabilities.....................................6


3.       Covenants of the Subordinated Creditors.......................................................7


4.       Permitted Payments............................................................................8


5.       Enforcement...................................................................................8


6.       Waiver........................................................................................9


7.       Second  Share Pledge and Acknowledgment of Subordination.....................................10


8.       Other Security and Dealings..................................................................11


9.       Syndication..................................................................................11


10.      Notices, Amendments, Waiver..................................................................12


11.      Counterparts.................................................................................12


12.      Partial Invalidity; Waiver...................................................................12


13.      Law..........................................................................................13


14.      Jurisdiction.................................................................................13


SCHEDULE 1 FORM OF SENIOR NOTES LOAN AGREEMENT........................................................14
</TABLE>







<PAGE>


THIS SUBORDINATION AGREEMENT is made the 14 day of December 2001

BETWEEN:

(1)      SANITEC INTERNATIONAL S.A. (the "SUBORDINATED LENDER");

(2)      SANITEC OY ( formerly known as Pool Acquisition Helsinki Oy), a limited
         liability company duly organised under the laws of Finland with its
         registered corporate seat in Helsinki, registered under the Y-code
         (Business code) 1700086-7 at the Trade Register in Helsinki (the
         "COMPANY");

(3)      THE BENEFICIARIES whose names are set out on the execution pages of
         this agreement as beneficiaries (each a "BENEFICIARY" and together with
         the entities who accede hereto as beneficiaries, the "BENEFICIARIES");
         and

(4)      The Bank of new york as trustee for the holders of the Senior Notes
         (the "TRUSTEE").

WHEREAS:

(A)      Pursuant to the terms of a senior facility agreement dated 26 April
         2001 (as amended, restated, novated and/or extended from time to time)
         made between the Senior Agent, the Senior Arranger, the Security Agent,
         the Senior Banks, Fin Newco I, Fin Newco II and others (the "SENIOR
         FACILITY AGREEMENT") the Senior Banks have made available to Fin Newco
         I and certain of its subsidiaries senior secured debt facilities (the
         "SENIOR FACILITIES") in a total amount of up to EUR 615,000,000.

(B)      Pursuant to the terms of a Junior Facility Agreement dated 26 April
         2001 (as amended, restated, novated and/or extended from time to time)
         made between the Junior Agent, the Junior Arranger, the Security Agent,
         the Junior Lenders, Fin Newco II and others (the "JUNIOR FACILITY
         AGREEMENT") the Junior Lenders have made available to Fin Newco II a
         second priority secured Junior debt facility (the "JUNIOR FACILITY") in
         an amount of up to EUR 245,000,000.

(C)      The proceeds of the Junior Facility were on-lent from Fin Newco II to
         Fin Newco I pursuant to the terms of a junior on-loan agreement dated
         26 April 2001 (as amended, restated, novated and/or extended from time
         to time) hereof (the "JUNIOR ON-LOAN AGREEMENT") by way of a junior
         on-loan (the "JUNIOR ON-LOAN").

(D)      Pursuant to the terms of a liquidity facility agreement dated 6 June
         2001 (as amended, restated, novated and/or extended from time to time)
         after the date hereof made between the Liquidity Lender and Fin Newco I
         (the "LIQUIDITY FACILITY AGREEMENT") the Liquidity Lender has made
         available a third priority



                                      -1-
<PAGE>

         secured liquidity facility (the "LIQUIDITY FACILITY") in an amount up
         to EUR 40,000,000. The amounts outstanding under the Liquidity Facility
         Agreement have been repaid and the Liquidity Facility has been
         cancelled.

(E)      Pursuant to an intercreditor agreement dated 26 April 2001 (as amended,
         restated, novated and/or extended from time to time) (the
         "INTERCREDITOR AGREEMENT") the claims of the Senior Agent, the Senior
         Arranger, the Security Agent and the Senior Banks against the Obligors
         under the Senior Facilities Agreement and certain security documents,
         the claims of the Junior Agent, the Junior Arranger, the Security Agent
         and the Junior Lenders against the Obligors under the Junior Facility
         Agreement and certain security documents and the claims of the Security
         Agent and the Liquidity Lender against the Obligors under the Liquidity
         Facility Agreement and certain security documents are regulated and/or
         subordinated as set out therein.

(F)      It is intended that the Subordinated Lender will issue high-yield debt
         securities ("SENIOR NOTES") to be constituted pursuant to an indenture
         (the "INDENTURE").

(G)      The Subordinated Lender will enter into a subordinated loan agreement
         with the Company (as amended, novated, supplemented, superseded or
         extended from time to time the "SENIOR NOTES LOAN AGREEMENT") in the
         form attached hereto as Schedule 1 (FORM OF SENIOR NOTES LOAN
         AGREEMENT).

(H)      Pursuant to a subordination agreement dated 26 April 2001 (as amended,
         restated, novated and/or extended from time to time) between, INTER
         ALIA, the initial investors named therein, Pool Acquisition Helsinki Oy
         as parent, original borrower, liquidity borrower and original
         guarantor, Bayerische Hypo- und Vereinsbank AG, London Branch as senior
         agent, junior agent and security agent (the "SUBORDINATION AGREEMENT")
         the payment claims of the Initial Investors and following its accession
         Pool Acquisition Netherlands B.V. and the Subordinated Lender against
         the Company are regulated and/or subordinated as set out therein, save
         for the payment claims of the Subordinated Lender against the Company
         under the Senior Notes Loan Agreement which are regulated under this
         Agreement.

(I)      It has been agreed between the parties hereto that the payment claims
         of the Subordinated Lender against the Company in relation to the
         Senior Notes Loan Agreement shall be regulated and/or subordinated in
         the manner set out herein.

NOW IT IS HEREBY AGREED as follows:

1.       INTERPRETATION

1.1      In this Agreement:



                                      -2-
<PAGE>

         "ANCILLARY LIABILITIES" in relation to any of the Subordinated
         Liabilities and the Liabilities means:

         (a)      any refinancing, novation (not being a transfer permitted by
                  any Finance Document), refunding, deferral or permitted
                  extension of any of the Subordinated Liabilities or the
                  Liabilities;

         (b)      any permitted further advance which may be made under any
                  agreement supplemental to any relevant facilities agreement
                  relating to the Subordinated Liabilities or the Liabilities
                  plus all interest, fees and costs in connection therewith;

         (c)      any claim against any Obligor flowing from any recovery by an
                  Obligor of a payment or discharge in respect of the
                  Subordinated Liabilities or the Liabilities on the grounds of
                  preference or otherwise; and

         (d)      any amounts (such as post-insolvency interest) which would be
                  included in any of the above but for any discharge,
                  non-provability, unenforceability or non-allowability of the
                  same in any insolvency or other proceedings.

         "ASSIGNMENT AGREEMENT" means the pledge agreement pursuant to which the
         claims of the Subordinated Lender under the Shareholder Loans and under
         the PIK Loan Agreement (including following the Shareholder Loan
         Restructuring and the PIK Loan Restructuring) and under the Senior
         Notes Loan Agreement will be pledged to the Trustee. The Assignment
         Agreement and the Second Share Pledge may be incorporated into one
         document.

         "BENEFICIARIES" means the Finance Parties.

         "DISCHARGE DATE" means the date on which all Liabilities have been
         fully paid and discharged to the satisfaction of the Security Agent
         (acting reasonably), whether or not as a result of an enforcement.

         "EVENT OF DEFAULT" means any event of default (howsoever described)
         under the Senior Facility Agreement.

         "INSOLVENCY EVENT" means:

         (a)      the appointment of an insolvency administrator in respect of
                  the Company or any of its assets:

         (b)      the shareholders of the Company pass a resolution for its
                  dissolution, liquidation or winding up; or



                                      -3-
<PAGE>

         (c)      the Company having commenced negotiations with its third-party
                  creditors with a view to rescheduling or restructuring its
                  indebtedness VIS-A-VIS such third party creditors (in whole or
                  in part) by reason of its inability to meet payments of all
                  such indebtedness on its due date for payment.

         "LIABILITIES" means all present and future sums, liabilities and
         obligations payable or owing by any Obligor to any of the Beneficiaries
         (whether contractual or by operation of law) under, pursuant to or
         otherwise in connection with the Finance Documents together with all
         Ancillary Liabilities relating thereto.

         "MAJORITY BENEFICIARIES" means a Beneficiary or Beneficiaries to whom
         in aggregate more than sixty-six and two thirds per cent. of the
         amounts outstanding under the Senior Facilities is (or, immediately
         prior to its repayment, was then) owed, calculated on the date on which
         the Facility Agent under the Senior Facilities Agreement seeks
         instructions from the Beneficiaries.

         "PAYMENT BLOCKAGE PERIOD" means the period for which the Security Agent
         has issued a blockage notice to the Company (copied to the Subordinated
         Lender and to the Trustee) specifying that no payments may be made in
         respect of the Subordinated Liabilities for a specific period as a
         result of the occurrence of an Event of Default, PROVIDED THAT:

         (a)      such blockage shall only be effective and only last whilst
                  such Event of Default is continuing;

         (b)      such blockage will last for no longer than 179 days from the
                  date such notice was served;

         (c)      there can be no more than one such blockage notice(s) served
                  in any period of 365 days; and

         (d)      no Event of Default that existed when a blockage notice was
                  given can be the basis of a subsequent blockage notice unless
                  cured for a period of at least 180 days in between.

         "PERMITTED PAYMENTS" means (i) interest payments under the Senior Notes
         Loan Agreement at a rate no greater than the cash interest rate under
         the Senior Notes together with any additional amounts payable under
         applicable tax gross-up provisions of the Senior Notes and any
         additional interest payable in the event of a registration default in
         respect of the Senior Notes, (ii) the payment of principal amount due
         under the Senior Notes Loan Agreement on the Repayment Date (as defined
         in the Senior Notes Loan Agreement) and (iii) indemnity payments in
         respect of Senior Notes Costs.



                                      -4-
<PAGE>

         "SECURITY" means any encumbrance, hypothecation, guarantee, indemnity
         or other security or preferential arrangement, present or future,
         actual or contingent.

         "SECURITY AGENT" means Bayerische Hypo- und Vereinsbank AG, London
         Branch and any substitute or replacement agent then acting on behalf of
         the Beneficiaries.

         "SENIOR NOTES DOCUMENTS" means the Indenture and the Senior Notes.

         "SENIOR NOTES PAYMENT DEFAULT" means a payment default under the Senior
         Notes Documents, relating to principal, premium, interest or otherwise,
         which is continuing. For clarification purposes, this does not include
         a cross-default under the Senior Notes Documents due to a non-payment
         of other debt.

         "SENIOR NOTES PAYMENT DEFAULT DATE" means the date on which a Senior
         Notes Payment Default has occurred.

         "SENIOR PAYMENT DEFAULT" means a payment default under the Finance
         Documents which is continuing and relating to (i) the non-payment of
         principal or interest or (ii) the non-payment of any other amount
         which, when aggregated with all other amounts not paid, exceeds EUR
         1,000,000.

         "STANDSTILL PERIOD" means a period that begins on the Senior Notes
         Payment Default Date and ends on the first to occur of:

         (a)      the expiry of 120 days from the date the Company or the
                  Subordinated Lender has notified the Senior Agent in writing
                  that there has been a Senior Notes Payment Default; and

         (b)      the date upon which an Insolvency Event occurs.

         "SHARE PLEDGE" means all pledges over shares in the Company granted as
         security for any of the Liabilities.

         "SECOND SHARE PLEDGE" means a second ranking share pledge over the
         shares in the Company granted to the Trustee as security for the Senior
         Notes.

         "SUBORDINATED LIABILITIES" means all present and future sums,
         liabilities and obligations payable or owed by the Company to the
         Subordinated Lender under, pursuant to or in connection with the Senior
         Notes Loan Agreement together with all Ancillary Liabilities relating
         thereto.

1.2      Terms and expressions defined in the Senior Facility Agreement shall
         have the same meaning in this Agreement except as otherwise defined
         herein.



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<PAGE>

1.3      Unless the context or the express provisions of this Agreement
         otherwise require, all references to a party include references to its
         permitted assignees and transferees and its successors in title and
         (where applicable) to any replacement or additional agent or Security
         Agent or Trustee.

1.4      Save where the contrary is indicated, any reference in this Agreement
         to:

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

1.4.2    a statute shall be construed as a reference to such statute as the same
         may have been, or may from time to time be, amended or re-enacted.

1.5      Clause headings are for ease of reference only.

2.       SUBORDINATION (RANGRUCKTRITT) OF SUBORDINATED LIABILITIES

2.1      In consideration of the Beneficiaries making or continuing to make
         advances or giving credit or granting other facilities or accommodation
         pursuant to the Senior Facility Agreement, the Subordinated Lender and
         the Company hereby agree with the Security Agent (on behalf of the
         Beneficiaries) and declare as follows:

2.2      Until the Discharge Date, the Subordinated Liabilities shall be
         irrevocably subordinated (TRETEN IM RANG ZURUCK) to all Liabilities and
         subject in right of payment to the extent and in the manner hereinafter
         set forth. The subordination effected hereunder shall also apply upon
         and after the application for the commencement of insolvency
         proceedings or any similar event in relation to the Company (ANTRAG AUF
         EROFFNUNG DES INSOLVENZVERFAHRENS). The subordination shall continue to
         be effective upon any amendment, supplement, variation or novation of
         any of the Finance Documents.

2.3      Save to the extent permitted by Clause 4 (PERMITTED PAYMENTS), until
         the Discharge Date the Company will not make any prepayment or payment
         (whether in cash, by way of transfer of assets or otherwise) on account
         of or grant or permit to subsist any Security in respect of the
         Subordinated Liabilities nor shall the Subordinated Lender, save to the
         extent permitted by Clause 5 (ENFORCEMENT), be entitled to demand or
         receive any such payment or prepayment or Security or to commence any
         proceedings against the Company or take any action in respect of the
         Subordinated Liabilities or any part thereof (including, without
         limitation, the exercise of any right of set-off, counterclaim or lien
         or any action or step with a view to winding-up the Company).



                                      -6-
<PAGE>

2.4      In the event of payment or prepayment of principal, interest or
         otherwise (whether in cash, by way of transfer of assets or otherwise)
         being made to, or Security being held by the Subordinated Lender in
         breach of Clause 2.3, the Subordinated Lender will forthwith return to
         the Company any sum or other assets which shall have been received by
         it from the Company in consequence of such breach (which sum or other
         assets shall be deemed not to have reduced the liability of the Company
         to the Subordinated Lender) and until such payment or transfer the
         Subordinated Lender will hold such sums or other assets or such
         Security (as the case may be) on trust (TREUHANDERISCH) for the Company
         provided, however, that these provisions shall not constitute or create
         or be deemed to constitute or create any encumbrance or other security
         interest of any kind.

2.5      Neither the Subordinated Lender nor the Company shall knowingly take or
         omit to take any action whereby the subordination of the Subordinated
         Liabilities (or any part thereof) as contemplated in this Clause 2
         might be terminated, impaired or adversely affected.

3.       COVENANTS OF THE SUBORDINATED CREDITORS

3.1      The Subordinated Lender hereby covenants with the Security Agent (on
         behalf of the Beneficiaries) that until the Discharge Date it will not,
         save to the extent permitted by Clause 4 (PERMITTED PAYMENTS) or Clause
         5 (ENFORCEMENT) and except pursuant to the Assignment Agreement (i)
         assign, pledge or otherwise dispose of the Subordinated Liabilities or
         any part thereof; (ii) purport to set off at any time any amount
         payable by it to the Company against any amount of the Subordinated
         Liabilities; and (iii) enforce any of the Subordinated Liabilities if
         this would lead to the insolvency of the Company according to Finnish
         law.

3.2      The Subordinated Lender and the Company hereby agree that the
         Subordinated Liabilities shall be personal liabilities (PERSONLICHE
         FORDERUNGEN) and as such shall not be assignable other than (i) by way
         of the Assignment Agreement (PROVIDED THAT the Trustee has prior to
         such assignment acceded to this Agreement) or (ii) as otherwise
         expressly permitted in this Agreement.

3.3      The Subordinated Lender and the Company hereby agree not to amend,
         supplement, release, cancel or waive, any term of the Senior Notes Loan
         Agreement or this Agreement, without the prior written consent of the
         Majority Beneficiaries where such amendment, supplement, release,
         cancellation or waiver reasonably might be expected to adversely affect
         the interests of the Beneficiaries.



                                      -7-
<PAGE>

4.       PERMITTED PAYMENTS

4.1      Prior to the Discharge Date and subject to Clauses 4.2 and 4.3 below,
         the Subordinated Lender shall be entitled to request a Permitted
         Payment and the Company shall be entitled to make a Permitted Payment
         to the extent that the payment or receipt is a payment in accordance
         with the terms of the Senior Notes Loan Agreement, provided that any
         such Permitted Payment shall not be permitted to be made by the Company
         more than five Business Days prior to the corresponding payment due
         date under the Senior Notes.

4.2      If a Senior Payment Default has occurred which is continuing, then no
         payments may be made or received in respect of any Subordinated
         Liability until the Senior Payment Default has been remedied or waived
         in writing or has ceased to exist.

4.3      If any other Event of Default has occurred, no payments may be made
         during the Payment Blockage Period in respect of any Subordinated
         Liability.

4.4      The suspension of payments pursuant to this Agreement shall not be
         construed as a waiver by the Subordinated Lender of the Subordinated
         Liabilities, but shall mean that any payments not permitted shall be
         deferred (EINREDE DER STUNDUNG) until the first date thereafter on
         which such payment is permitted by this Agreement, at which date such
         payment shall fall due.

4.5      A failure to make any payments under the Senior Notes by reason of any
         provision in this Agreement or in the Senior Notes Loan Agreement shall
         not be construed as preventing or waiving the occurrence of a default
         under the Senior Notes.

5.       ENFORCEMENT

         If at any time before the Discharge Date there occurs an event or
         circumstance which entitles the Subordinated Lender to terminate or
         accelerate the Subordinated Liabilities, or any event giving rise to an
         obligation of the Company to repay the Subordinated Liabilities, the
         Subordinated Lender shall promptly notify the Security Agent of such
         event but the Subordinated Lender shall not, without the prior written
         consent of the Security Agent (for and on behalf of the Beneficiaries):

         (a)      terminate or accelerate any of the Subordinated Liabilities or
                  otherwise declare any of the Subordinated Liabilities
                  prematurely payable or due;

         (b)      enforce the Subordinated Liabilities by attachment, execution
                  or by initiating or supporting any insolvency proceedings;




                                      -8-
<PAGE>

         (c)      demand or receive any Security in respect of the Subordinated
                  Liabilities;

         (d)      commence any proceedings against the Company in respect of the
                  Subordinated Liabilities; or

         (e)      take any other enforcement action in respect of the
                  Subordinated Liabilities or any part thereof,

         unless (in the case of each of (a) through (e) above):

         (i)      a Senior Notes Payment Default has occurred which is
                  continuing; and

         (ii)     the Standstill Period relating to such Senior Notes Payment
                  Default has expired.

         PROVIDED THAT upon the occurrence and during the continuance of a
         Senior Payment Default or a Payment Blockage Period, the Company will
         not be permitted to make, and the Subordinated Lender will not be
         permitted to retain, payment of any amount under the Senior Notes Loan
         Agreement (except for the issuing of securities in lieu of payments
         that are subordinated at least to the same extent that the Subordinated
         Liabilities are subordinated to the Liabilities).

6.       WAIVER

         The Subordinated Lender hereby explicitly and irrevocably waives any
         and all of its rights and claims against the Company arising under or
         in relation to the Subordinated Liabilities upon the suspensive
         conditions (AUFSCHIEBENDE BEDINGUNGEN) of (a) the receipt of a notice
         by the Subordinated Lender from the Security Agent (acting on behalf of
         the Beneficiaries) confirming that the shares in the Company which are
         secured pursuant to the Share Pledge have been sold pursuant to the
         enforcement of the Share Pledge (i) by way of public auction; or (ii)
         in a way that the highest price for such a sale reasonably achievable
         in the circumstances as certified by an independent investment bank has
         been achieved; or (iii) by any other way if consented to by the Trustee
         in writing; and (b) receipt of payment of the purchase price owing from
         the purchaser of such shares in the Company by the Security Agent on
         behalf of the Beneficiaries and, to the extent the purchase price
         exceeds the Liabilities, receipt of such excess amount by the
         Subordinated Lender or, following the enforcement by the Trustee of its
         rights under the Assignment Agreement, by the Trustee (on behalf of the
         holders of the Senior Notes).




                                      -9-
<PAGE>

7.       SECOND  SHARE PLEDGE AND ACKNOWLEDGMENT OF SUBORDINATION

         The Trustee, hereby covenants with the Beneficiaries that until the
         Discharge Date it will not take any action to enforce the Second Share
         Pledge.

         The Trustee hereby further agrees that upon enforcement by it of the
         security over the Senior Notes Loan Agreement constituted by the
         Assignment Agreement its rights in respect of the Senior Notes Loan
         Agreement (in particular but without limitation to receive payments
         thereunder and to enforce the provisions thereof against the Company)
         shall be limited to the same extent as the Subordinated Lenders<180>
         rights under the Senior Notes Loan Agreement are limited by the terms
         of this Agreement.

         The Trustee hereby agrees with the Beneficiaries that in case of a
         refinancing of the Liabilities the Second Share Pledge shall remain
         second ranking as set forth in the deed constituting the Second Share
         Pledge even following the Discharge Date.

         In the event of breach of this Clause 7 by the Trustee the Trustee will
         forthwith pay to the Security Agent (on behalf of the Beneficiaries)
         any sum or other asset which shall have been received by it in
         consequence of any such action taken in breach of this Clause 7 (which
         sum or other assets shall be deemed not to have reduced the liability
         of the Subordinated Lender to the Trustee under the Senior Notes or of
         the Company to the Subordinated Lender under the Senior Notes Loan
         Agreement) and until such payment or transfer the Trustee will hold
         such sums or assets on trust (TREUHANDERISCH) for the Security Agent
         provided, however, that these provisions shall not constitute or create
         or be deemed to constitute or create any encumbrance or other security
         interest of any kind.

         With respect to the Beneficiaries and the Security Agent the Trustee
         shall perform or observe only such of its covenants and obligations as
         are specifically set forth in this Clause 7, and no implied covenants
         or obligations with respect to the Beneficiaries or the Security Agent
         shall be read into this Agreement against the Trustee. The Trustee
         shall not be deemed to owe any fiduciary duty to the Beneficiaries or
         the Security Agent other than as expressly provided for by this
         Agreement. Without prejudice to the aforesaid, the Trustee shall not be
         liable for any losses arising out of any acts or omission of the
         Trustee under this Agreement except to the extent that such losses
         arise by virtue of the Trustee's willful default, negligence or fraud.

         The Trustee has the right to request the Security Agent to confirm to
         the Trustee in writing whether or not there has occurred a Senior
         Payment Default, whether or not a Standstill Period and/or a Payment
         Blockage Period is running and whether or not the Discharge Date has
         occurred. The Security Agent shall upon



                                      -10-
<PAGE>

         any such request by the Trustee confirm in writing to the Trustee as
         requested within 10 Business Days from such request. The parties to
         this Agreement agree that the Trustee may rely on any such confirmation
         in writing issued by the Security Agent.

8.       OTHER SECURITY AND DEALINGS

         The Subordinated Lender, the Company and the Beneficiaries hereby agree
         that the subordination hereby effected shall be in addition to and
         shall not prejudice or affect any Security or any right or remedy of
         the Beneficiaries in respect of the Liabilities whether from the
         Company or the Subordinated Lender (or either of them) or any other
         person nor shall the provisions hereof be prejudiced or affected by:

         (a)      any Security or right or remedy of the Beneficiaries in
                  respect of the Liabilities;

         (b)      any time or indulgence granted by the Beneficiaries to the
                  Company or to any other person;

         (c)      any variation, amendment, supplement or extension of the terms
                  of any Security in respect of the Liabilities;

         (d)      any arrangement or compromise made between the Beneficiaries
                  and any of the Company or any other person;

         (e)      any dealing with, exchange, release or invalidity of any
                  Security in respect of the Liabilities;

         (f)      any omission on the part of the Beneficiaries to enforce any
                  of their rights against any of the Company or any other person
                  or any Security in respect of the Liabilities;

         (g)      the filing for insolvency proceedings in relation to
                  Subordinated Lender and/or the Company; and

         (h)      any other fact or circumstance whatsoever whether or not
                  similar to any of the foregoing which could or might in any
                  way diminish the Subordinated Lender's or the Company's
                  obligations or the rights of the Beneficiaries under this
                  Agreement.

9.       SYNDICATION

         This Agreement is a contract for the benefit of the Beneficiaries
         (VERTRAG MIT SCHUTZWIRKUNG FUR DRITTE). The Subordinated Lender and the
         Company agree that upon an assignment and/or transfer of any rights and
         benefits of any



                                      -11-
<PAGE>

         Beneficiary under the Finance Documents the relevant assignee or
         transferee shall become a beneficiary under this Agreement by acceding
         hereto.

10.      NOTICES, AMENDMENTS, WAIVER

10.1     Each communication to be made hereunder shall be made in writing but,
         unless otherwise stated, may be made by facsimile or letter. Each
         communication shall be in German or English and if in German shall be
         accompanied by a translation thereof into English certified as being
         true and accurate by an officer of the person making or delivering the
         same if so requested.

10.2     Any communication or document to be made or delivered by one person to
         another pursuant to this Agreement shall (unless that other person has
         by written notice to the other parties hereto specified another
         address) be made or delivered to that other person at the addresses as
         set out on the execution pages hereof.

10.3     All amendments or supplements to this Agreement or any waiver with
         regard to this Agreement (including this Clause 10.3) shall be made in
         writing.

11.      COUNTERPARTS

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

12.      PARTIAL INVALIDITY; WAIVER

12.1     If at any time, one or more of the provisions hereof is or becomes
         invalid, illegal or unenforceable in any respect under the law of any
         jurisdiction, such provision shall as to such jurisdiction, be
         ineffective to the extent necessary without affecting or impairing the
         validity, legality and enforceability of the remaining provisions
         hereof or of such provisions in any other jurisdiction. The parties
         agree that such illegal, invalid or unenforceable provision shall be
         deemed replaced by such provision which comes as close as possible to
         the purpose of this Agreement.

12.2     No failure to exercise, nor any delay in exercising, on the part of the
         Security Agent or the Trustee, any right or remedy hereunder shall
         operate as a waiver thereof, nor shall any single or partial exercise
         of any right or remedy prevent any further or other exercise thereof or
         the exercise of any other right or remedy. The rights and remedies
         provided hereunder are cumulative and not exclusive of any rights or
         remedies provided by law.



                                      -12-
<PAGE>

13.      LAW

         This Agreement shall be governed by and construed in accordance with
         German law.

14.      JURISDICTION

14.1     The Subordinated Lender, the Trustee and the Company irrevocably agree
         that the place of jurisdiction for any and all disputes arising under
         or in connection with this Agreement shall be Munich and, for such
         purposes, irrevocably submit to the jurisdiction of such courts.

14.2     The submission to the jurisdiction of the courts referred to in Clause
         14.1 shall not (and shall not be construed so as to) limit the right of
         any party hereto to take proceedings in any other court of competent
         jurisdiction nor shall the taking of proceedings in any one or more
         jurisdictions preclude the taking of proceedings in any other
         jurisdiction, whether concurrently or not.




                                      -13-
<PAGE>


                                   SCHEDULE 1
                       FORM OF SENIOR NOTES LOAN AGREEMENT







                                      -14-
<PAGE>


THIS AGREEMENT has been executed by the parties the day and year first above
written.



POOL ACQUISITION HELSINKI OY

By:

Address:

Fax:
Attention:


SANITEC INTERNATIONAL S.A.

By:

Address:

Fax:
Attention:



THE BENEFICIARIES

BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH, in its capacity as Senior
Agent, Security Agent and Senior Bank


By:

Address:

Fax:
Attention:





                                      -15-
<PAGE>

THE SENIOR BANKS
BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH


By:
Address:

Tel:
Fax:
Attention:


MIZUHO FINANCIAL GROUP (THE FUJI BANK, LIMITED)


By:
Address:               London Office
                       River Plate House
                       7-11 Finsbury Circus
                       London EC2M 7DH

Tel:                   00 44 207 826 3267
Fax:                   00 44 207 847 2039
Attention:             John Nelson





                                      -16-
<PAGE>

NORDEA BANK FINLAND PLC (FORMERLY KNOWN AS MERITA BANK PLC)


By:
Address:               Corporate Division
                       Aleksis Kiven katu 3-5
                       FIN - 00020 Nordea-Merita
                       Finland

Tel:                   00 358 9 165 56590
Fax:                   00 358 9 165 52797
Attention:             Riitta Santanen/Hilkka Rautanen


THE ROYAL BANK OF SCOTLAND GMBH


By:
Address:               Feldbergstrasse 35

                       D-60323 Frankfurt am Main

Tel:                   00 49 69 1700 6225
Fax:                   00 49 69 1700 6279
Attention:             Brigitte Mertens/Manuela McMillan


GOLDMAN SACHS CREDIT PARTNERS, L.P.


By:
Address:               Peterborough Court
                       133 Fleet Street
                       London EC4A 2BB

Tel:                   00 44 207 774 5902
Fax:                   00 44 207 552 7070
Attention:             Edouard Dupont





                                      -17-
<PAGE>

MERRILL LYNCH CAPITAL CORPORATION, NEW YORK


By:
Address:               4 World Financial Center - 7th Floor

                       New York, NY 10080

Tel:                   001 212 449 6187 / 6998
Fax:                   001 212 738 1719
Attention:             Eve Larn/Mark Campbell


THE BANK OF NEW YORK


By:
Address:



Tel:
Fax:
Attention: