Exhibit 10.14
[CLIFFORD CHANCE
PUNDER LOGO]
                                                                  Conformed Copy

                               Dated [7 May] 2002


                              THE INITIAL INVESTORS


                                  Named Herein

                                   SANITEC OY
     as Parent, Original Borrower, Liquidity Borrower and Original Guarantor

                           POOL FINANCING HELSINKI OY
                    as Junior Borrower and Original Guarantor

               BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH
          as Liquidity Lender, Senior Agent, Junior Agent and Security
                                      Agent

                         POOL SUB-FINANCING HELSINKI OY
                            as Lender of PIK Proceeds

                        POOL ACQUISITION NETHERLANDS B.V.
                   as Outgoing Lender of Lux PIK Loan Proceeds

                       POOL ACQUISITION LUXEMBOURG I S.A.
                         as borrower under the PIK Loan

                                  LUX NEWCO II
                   as Incoming Lender of Lux PIK Loan Proceeds

                                  GERMAN NEWCO
                  as future direct shareholder of Lux Newco II

                              THE BANK OF NEW YORK
                                   as Trustee

                                       and

                                     OTHERS

                -------------------------------------------------
                     THIRD AMENDMENT AGREEMENT RELATING TO A
                 SUBORDINATION AGREEMENT DATED 26 APRIL 2001 AS
                    AMENDED AND RESTATED BY A FIRST AMENDMENT
                   AGREEMENT DATED 27 AUGUST 2001 AND A SECOND
                   AMENDMENT AGREEMENT DATED 14 DECEMBER 2001
                -------------------------------------------------





<PAGE>


                                    CONTENTS

CLAUSE                                                                      PAGE


1.       Definitions And Interpretation........................................3

2.       Restatement...........................................................3

3.       Accession.............................................................3

4.       Representations.......................................................4

5.       Continuity And Further Assurance......................................4

6.       Fees, Costs And Expenses..............................................5

7.       Miscellaneous.........................................................5

SCHEDULE 1 Conditions Precedent................................................6

ANNEX I Restated Agreement.....................................................7





<PAGE>



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

(1)    THE INITIAL INVESTORS (as defined below);

(2)    SANITEC OY ("FIN NEWCO I") in its capacity as parent (the "PARENT"), as
       original borrower (the "ORIGINAL BORROWER"), as liquidity borrower (the
       "LIQUIDITY BORROWER") and as original guarantor (an "ORIGINAL GUARANTOR"
       and together with Fin Newco II, the "ORIGINAL GUARANTORS");

(3)    POOL FINANCING HELSINKI OY ("FIN NEWCO II") in its capacity as junior
       borrower (the "JUNIOR BORROWER") and as original guarantor (an "ORIGINAL
       GUARANTOR");

(4)    POOL SUB-FINANCING HELSINKI OY in its capacity as lender of the PIK
       proceeds ("FIN NEWCO III");

(5)    POOL ACQUISITION NETHERLANDS B.V. in its capacity as outgoing lender of
       the proceeds under the PIK Loan entered into by Lux Newco as borrower (if
       any) ("DUTCH NEWCO");

(6)    SANITEC INTERNATIONAL S.A. in its capacity as incoming lender of the
       proceeds under the PIK Loan entered into by Lux Newco as borrower (if
       any) ("LUX NEWCO II");

(7)    POOL ACQUISITION LUXEMBOURG I S.A. in its capacity as borrower under the
       PIK Loan ("LUX NEWCO");

(8)    SANITEC INTERNATIONAL AG as future direct shareholder of Lux Newco II;

(9)    BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH in its capacity as
       trustee (TREUHANDER) and administrator of the Security for the
       Beneficiaries (the "SECURITY AGENT"), as agent for the Senior Banks under
       the Senior Facility Agreement (the "SENIOR AGENT") and as agent for the
       Junior Lenders under the Junior Facility Agreement (the "JUNIOR AGENT")
       and as liquidity lender (the "LIQUIDITY LENDER"); and

(10)   THE BANK OF NEW YORK as Trustee of the holders of the Senior Notes (the
       "Trustee")

RECITALS

(A)    Pursuant to the terms of a senior facility agreement dated 26 April 2001
       made between, INTER ALIOS, Fin Newco I as parent, as borrower and as
       original guarantor, Fin Newco II as original guarantor, Bayerische
       Hypo-und Vereinsbank AG, London Branch as facility agent and as security
       agent and the Banks named therein (as amended, novated, supplemented,
       superseded or extended from time to time, the "SENIOR FACILITY
       AGREEMENT"), the Banks 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.


<PAGE>


(B)    Pursuant to EUR 245,000,000 junior facility agreement dated 26 April 2001
       between, INTER ALIOS, Fin Newco II as junior borrower, Fin Newco I as
       original 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 agreed to grant a term loan facility to Fin Newco II.

(C)    By amendment agreements dated 27 August 2001 and 14 December 2001
       (together, the "AMENDMENT Agreements"), the terms of each of the Senior
       Facility Agreement and the Junior Facility Agreement were amended and
       restated.

(D)    Pursuant to a subordination agreement dated 26 April 2001 between, INTER
       ALIOS, the Initial Investors, Fin Newco I as parent, as original
       borrower, as liquidity borrower and as original guarantor, Fin Newco II
       as junior borrower and as original guarantor, Bayerische Hypo- und
       Vereinsbank AG, London Branch as trustee, security agent, senior agent
       and junior agent, the Senior Banks, Junior Lenders and Liquidity Lender
       (each as defined therein) (as amended, novated, supplemented, superseded
       or extended from time to time, the "SUBORDINATION AGREEMENT"), the claims
       of various entities against Fin Newco I and Fin Newco II were regulated
       and/or subordinated in the manner set out therein.

(E)    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.

(F)    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.

(G)    The parties hereto have agreed to amend the Subordination Agreement on
       the terms and subject to the conditions hereof.



                                      -2-
<PAGE>




IT IS AGREED as follows:

1.     DEFINITIONS AND INTERPRETATION

1.1    DEFINITIONS In this Agreement:

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

       "RESTATED AGREEMENT" means the 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 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 Subordination
              Agreement shall have effect as if set out in this Agreement.

1.3    CLAUSES

       (a)    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.

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

2.     RESTATEMENT

       RESTATEMENT OF THE SUBORDINATION AGREEMENT With effect from the Effective
       Date the 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

       German Newco, Lux Newco, the Trustee and Lux Newco II hereby agree with
       each other person who is or who becomes a party to the Amended Agreement
       that with effect on and from the date hereof they will be bound by the
       Amended Agreement as if they had been an original party to the Amended
       Agreement.

       Address for notice of German Newco for the purpose of Clause 7 (NOTICES)
       of the Amended Agreement is:

       Sanitec International AG
       Esplanade 41
       20354 Hamburg


                                      -3-
<PAGE>

       c/o UPM-Kymmene Sales GmbH
       Postfach 30 49 26
       20316 Hamburg

       Address for notice of Lux Newco for the purpose of Clause 7 (NOTICES) of
       the Amended Agreement is:

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

       Address for notice of Lux Newco II for the purpose of Clause 7 (NOTICES)
       of the Amended Agreement is

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

       Address for notice of the Trustee for the purpose of Clause 7 (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 Obligor 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 Parent covenants to supply to the Senior Agent a certificate of an
       Authorised Signatory of such Obligor 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 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.



                                      -4-
<PAGE>

5.2    FURTHER ASSURANCE
       The Parent shall, at the request of the Senior 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 Parent shall promptly on demand pay the Senior Agent and each of the
       Banks 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 Parent shall, within three Business Days of demand, pay to each
       Finance Party the amount of all costs and expenses (including legal fees)
       incurred by that Finance Party 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 Parent shall pay and, within three Business Days of demand, indemnify
       each Finance Party against any cost, loss or liability that Finance Party
       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 10 (PARTIAL INVALIDITY; WAIVER), Clause 11 (LAW)
       and Clause 12 (JURISDICTION) of the Restated 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.




                                      -5-
<PAGE>



                                   SCHEDULE 1
                              CONDITIONS PRECEDENT

1.     In relation to Fin Newco I, Fin Newco II, Fin Newco III, Dutch Newco, Lux
       Newco and Lux Newco II (together the "OBLIGORS" and each an "OBLIGOR"):

       (a)    a copy, certified as true, complete and up-to-date as at the date
              hereof of the constitution and documents of each obligor;

       (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 Senior
       Notes Loan Subordination Agreement.




                                      -6-
<PAGE>



                                     ANNEX I
                               RESTATED AGREEMENT






                                      -7-
<PAGE>





                                   SIGNATURES

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

<TABLE>
<CAPTION>
THE INITIAL INVESTORS

<S>                                             <C>
[Dr. Jens Moraht by power of attorney]          [Dr. Jens Moraht by power of attorney]

.......................................          ......................................

 On behalf of CIE Management II                     On behalf of CIE Management II
   Limited as Managing General                       Limited as Managing General
     Partner of BC European                            Partner of BC European
          Capital VII-1                                     Capital VII-9

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

.......................................          ......................................

 On behalf of CIE Management II                     On behalf of CIE Management II
   Limited as Managing General                       Limited as Managing General
     Partner of BC European                            Partner of BC European
          Capital VII-2                                   Capital VII-10

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

.......................................          ......................................

  On behalf of CIE Management II                    On behalf of CIE Management II
   Limited as Managing General                        Limited as Managing General
     Partner of BC European                             Partner of BC European
          Capital VII-3                                     Capital VII-11

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

.......................................          ......................................

 On behalf of CIE Management II                     On behalf of CIE Management II
   Limited as Managing General                        Limited as Managing General
     Partner of BC European                             Partner of BC European
          Capital VII-4                                     Capital VII-12

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

.......................................          ......................................

 On behalf of CIE Management II                     On behalf of CIE Management II
   Limited as Managing General                        Limited as Managing General
     Partner of BC European                             Partner of BC European
          Capital VII-5                                     Capital VII-14
</TABLE>




                                      -8-

<PAGE>




<TABLE>
<CAPTION>
<S>                                             <C>
[Dr. Jens Moraht by power of attorney]          [Dr. Jens Moraht by power of attorney]

.......................................          ......................................

 On behalf of CIE Management II                     On behalf of CIE Management II
   Limited as Managing General                        Limited as Managing General
     Partner of BC European                             Partner of BC European
          Capital VII-6                                     Capital VII-15

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

.......................................          ......................................

 On behalf of CIE Management II                     On behalf of CIE Management II
   Limited as Managing General                        Limited as Managing General
     Partner of BC European                             Partner of BC European
         Capital VII-7                                      Capital VII-16

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

.......................................          ......................................


 On behalf of CIE Management II                       On behalf of Teabar Capital
  Limited as Managing General                       Corporation, 5650 Yonge Street.
    Partner of BC European                          Suite 500, Toronto, Ontario M2M
         Capital VII-8

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

.......................................          ......................................

 On behalf of Southlight Investment                  On behalf of CDPQ Europe Inc.,
 Pte Ltd, 168 Robinson Road, #37-01,                  1981, avenue McGill College,
  Capital Tower, Singapore 068912,                      Montreal, Quebec, Canada
        Republic of Singapore

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

.......................................          ......................................

    On behalf of HVB Offene                     On behalf of BC European Capital VII
 Unternehmensbeteiligungs AG,                   Top-Up 1, PO Box 255, Barfield House,
 Am Tucherpark 1, 80538 Munich                  St. Julian's Avenue, St. Peter Port,
                                                   Guernsey, Channel Islands
</TABLE>




                                      -9-

<PAGE>




<TABLE>
<CAPTION>
<S>                                             <C>
[Dr. Jens Moraht by power of attorney]          [Dr. Jens Moraht by power of attorney]

.......................................          ......................................

 On behalf of BC European Capital VII             On behalf of European Capital VII
Top-Up 1, PO Box  255, Barfield House,          Top-Up 1, PO Box  255, Barfield House,
 St. Julian's Avenue, St. Peter Port,            St. Julian's Avenue, St. Peter Port,
      Guernsey, Channel Islands                       Guernsey, Channel Islands

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

.......................................          ......................................

  On behalf of European Capital VII               On behalf of European Capital VII
Top-Up 1, PO Box  255, Barfield House,          Top-Up 1, PO Box  255, Barfield House,
 St. Julian's Avenue, St. Peter Port,            St. Julian's Avenue, St. Peter Port,
      Guernsey, Channel Islands                       Guernsey, Channel Islands

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

.......................................          ......................................

  On behalf of European Capital VII                   On behalf of Michel Guillet,
Top-Up 1, PO Box  255, Barfield House,                   26 rue Barbet de Jouy,
 St. Julian's Avenue, St. Peter Port,                      75007 Paris, France
      Guernsey, Channel Islands

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

.......................................          ......................................

 On behalf of Cedric Dubourdieu,                On behalf of Lucien-Charles Nicolet,
 141 Boulevard Saint-Germain,                   33 rue Erlanger, 75016 Paris, France
      75600 Paris, France
                    (

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

.......................................          ......................................


 On behalf of Edouard Guillet,                      On behalf of Blue Capital Equity I
    26 rue Barbet de Jouy,                                      GmbH & Co KG
      75007 Paris, France
</TABLE>




FIN NEWCO I

SANITEC OY



                                      -10-
<PAGE>



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



FIN NEWCO II

POOL FINANCING HELSINKI OY



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



FIN NEWCO III

POOL SUB-FINANCING HELSINKI OY



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



DUTCH NEWCO

POOL ACQUISITION NETHERLANDS B.V.



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



LUX NEWCO II

SANITEC INTERNATIONAL S.A.



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



LUX NEWCO

POOL ACQUISITION LUXEMBOURG I S.A.



By:      [Jari-Pekka Tyyska by power of attorney]



                                      -11-
<PAGE>


GERMAN NEWCO

SANITEC INTERNATIONAL AG



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



TRUSTEE

THE BANK OF NEW YORK


By:      [Paul Pereira, AVP]




                                      -12-
<PAGE>



THE SENIOR AGENT, THE JUNIOR AGENT , THE LIQUIDITY LENDER AND THE SECURITY AGENT

BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH



By:      [Christopher Keen by power of attorney]

         [Peter Herreiner by power of attorney]





                                      -13-
<PAGE>




                                      -14-
<PAGE>

[CLIFFORD CHANCE
PUNDER LOGO]

                                                                         ANNEX I


                              THE INITIAL INVESTORS

                                  NAMED HEREIN

                                   FIN NEWCO I

               AS PARENT, ORIGINAL BORROWER AND ORIGINAL GUARANTOR

                                  FIN NEWCO II

                    AS JUNIOR BORROWER AND ORIGINAL GUARANTOR

               BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH

                AS SENIOR AGENT, JUNIOR AGENT AND SECURITY AGENT

                                  FIN NEWCO III

                            AS LENDER OF PIK PROCEEDS

                                   DUTCH NEWCO

                   AS OUTGOING LENDER OF LUX PIK LOAN PROCEEDS

                                    LUX NEWCO

                     AS BORROWER UNDER THE PIK LOAN PROCEEDS

                                  LUX NEWCO II

                   AS INCOMING LENDER OF LUX PIK LOAN PROCEEDS

                                  GERMAN NEWCO

                  AS FUTURE DIRECT SHAREHOLDER OF LUX NEWCO II

                                       AND

                                     OTHERS
               ---------------------------------------------------
                             SUBORDINATION AGREEMENT
                  AS AMENDED AND RESTATED BY A FIRST AMENDMENT
                       AND RESTATEMENT AGREEMENT DATED 27
               AUGUST 2001 AND A SECOND AMENDMENT AND RESTATEMENT
                  AGREEMENT DATED 14 DECEMBER 2001 AND A THIRD
                    AMENDMENT AND RESTATEMENT AGREEMENT DATED
                           __________________________

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




<PAGE>





                                    CONTENTS



CLAUSE                                                                      PAGE



1.   Interpretation............................................................4


2.   Subordination (RANGRUCKTRITT).............................................6


3.   Covenants of the Initial Investors, Dutch Newco and
     Fin Newco III; Waiver.....................................................8


4.   Other Security and Dealings...............................................9


5.   Syndication..............................................................10


6.   Judgment Currency........................................................11


7.   Notices, Amendments, Waiver..............................................12


8.   Counterparts.............................................................12


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


10.  Law......................................................................12


11.  Jurisdiction.............................................................12



<PAGE>


THIS SUBORDINATION AGREEMENT is made the 26 April 2001

BETWEEN:

(1)    THE INITIAL INVESTORS whose names are set out as Initial Investors on the
       execution pages of this Agreement (each an "INITIAL INVESTOR" and
       collectively the "INITIAL INVESTORS ");

(2)    FIN NEWCO I in its capacity as parent (the "PARENT"), as original
       borrower (the "ORIGINAL BORROWER") and as original guarantor (a "ORIGINAL
       GUARANTOR" and together with Fin Newco II the "ORIGINAL GUARANTORS"); and

(3)    FIN NEWCO II in its capacity as Junior borrower (the "JUNIOR BORROWER"),
       and as original guarantor (a "ORIGINAL GUARANTOR");

(4)    FIN NEWCO III in its capacity as lender of the PIK proceeds;

(5)    DUTCH NEWCO in its capacity as outgoing lender of the proceeds under the
       PIK Loan entered into by Lux Newco as borrower (if any);

(6)    LUX NEWCO in its capacity as borrower under the PIK Loan;

(7)    LUX NEWCO II in its capacity as incoming lender of the proceeds under the
       PIK Loan entered into by Lux Newco as borrower, if any;

(8)    GERMAN NEWCO in its capacity as future direct shareholder of Lux Newco
       II;

(9)    BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH in its capacity as
       trustee (TREUHANDER) and administrator of the Security for the
       Beneficiaries (the "SECURITY AGENT") and in its capacity as agent for the
       Senior Banks under the Senior Facility Agreement (the "SENIOR Agent") and
       in its capacity as agent for the Junior Lenders under the Junior Facility
       Agreement (the "JUNIOR AGENT");

(10)   THE FINANCIAL INSTITUTIONS whose names are set out as senior banks on the
       execution pages of this Agreement (the "SENIOR BANKS");

(11)   THE FINANCIAL INSTITUTIONS whose names are set out as junior lenders on
       the execution pages of this Agreement (the "JUNIOR LENDERS"); and

(12)   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 on or about
       the date hereof 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



                                      -1-
<PAGE>

       secured debt facilities (the "SENIOR FACILITIES") in a total amount of up
       to EUR 615,000,000.

(B)    Certain Senior Banks and/or Junior Lenders may enter into interest rate
       hedge agreements with Fin Newco I and Fin Newco II, to hedge obligations
       of the obligors under the Senior Facility Agreement and/or the Junior
       Facility Agreement (upon them becoming a party hereto by way of accession
       as a hedge counterparty, each a "HEDGE COUNTERPARTY" and together the
       "HEDGE COUNTERPARTIES").

(C)    Pursuant to the terms of a Junior facility agreement dated on or about
       the date hereof 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.

(D)    The proceeds of the Junior Facility will be on-lent from Fin Newco II to
       Fin Newco I pursuant to the terms of a Junior on-loan agreement dated on
       or about the date hereof (the "JUNIOR ON-LOAN AGREEMENT") by way of a
       Junior on-loan (the "JUNIOR ON-LOAN").

(E)    Pursuant to the terms of a liquidity facility agreement dated on or about
       the date falling one month 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 secured liquidity
       facility (the "LIQUIDITY FACILITY") in an amount up to EUR 40,000,000.
       All amounts outstanding under the Liquidity Facility Agreement have been
       repaid and the Liquidity Facility has been cancelled.

(F)    The Initial Investors have agreed to subscribe to new shares in Fin Newco
       I and to provide Fin Newco I with funds in the form of registered share
       capital and premium or otherwise (the "EQUITY CONTRIBUTION"). Dutch NewCo
       has acquired such shares from the Initial Investors. Upon the dissolution
       of Dutch Newco Lux Newco II will hold such shares.

(G)    The Initial Investors have agreed to subscribe to new shares in Fin Newco
       II and to provide Fin Newco II with funds in the form of registered share
       capital and premium or otherwise (the "EQUITY CONTRIBUTION II"). Dutch
       NewCo has acquired such shares from the Initial Investors. Upon the
       dissolution of Dutch Newco Lux Newco II will hold such shares.

(H)    The Initial Investors have agreed to enter into a subordinated
       shareholder loan agreement (as amended, novated, supplemented, superseded
       or extended from time to time), (the "SHAREHOLDER LOAN AGREEMENT") with
       Fin Newco I whereby the Initial Investors will make available certain
       loans to Fin Newco I. Prior to or concurrently with the Junior Take-out
       such shareholder loans will be restructured in such that they are granted
       from the Initial Investors to Lux Newco from Lux Newco to Lux Newco II
       and from Lux Newco II to Fin Newco I (the various new shareholder loan
       agreements are collectively referred to as "SHAREHOLDER LOAN
       AGREEMENTS").



                                      -2-
<PAGE>


(I)    Following the PIK Take-Out Fin Newco III will on-lend the net proceeds of
       the PIK Take-Out to Fin Newco II (the "PIK LOAN II") and Fin Newco II
       will then on-lend such net proceeds to Fin Newco I pursuant to the terms
       of a PIK on-loan agreement (the "PIK ON-LOAN AGREEMENT") by way of a PIK
       on-loan (the "PIK ON-LOAN");

(J)    Following the Junior Take-Out Lux Newco II will lend the net proceeds of
       the Junior Take-Out to Fin Newco I by way of a senior notes loan
       agreement (the "SENIOR NOTES LOAN AGREEMENT"). The claims of Lux Newco II
       against Fin Newco I under the Senior Notes Loan Agreement will be
       subordinated to the claims of the Senior Beneficiaries and the Liquidity
       Beneficiaries and the Junior Beneficiaries on the terms of a senior notes
       loan subordination agreement entered into or to be entered into between
       Lux Newco II, Fin Newco I, the Senior Beneficiaries, the Liquidity
       Beneficiaries and the Junior Beneficiaries (the "SENIOR NOTES LOAN
       SUBORDINATION AGREEMENT").

(K)    On or prior to the Junior Take-Out if the proceeds thereof are not
       sufficient or not used to repay in full the PIK Loan, Lux Newco will
       borrow under a new PIK Loan and will on-lend the net proceeds thereof to
       Lux Newco II who will then on-lend such net proceeds to Fin Newco I by
       way of transfer and restatement of the PIK Loan II and the PIK On-Loan
       and thus in each case by way of a shareholder loan agreement (the "PIK
       LOAN AGREEMENT").

(L)    It is envisaged that Dutch Newco and prior to or upon its dissolution Lux
       Newco II will grant a pledge over all shares of Fin Newco I for the
       benefit of the Senior Beneficiaries, the Junior Beneficiaries and the
       Liquidity Beneficiaries (the "SHARE PLEDGES").

(M)    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.

(N)    It has been agreed between the parties hereto that the repayment claims
       of the Initial Investors, Lux Newco II and/or Durch Newco against Fin
       Newco I and Fin Newco II in relation to the redemption of the Equity
       Contribution, the Equity Contribution II and the claims of the Initial
       Investors against Lux Newco and of Lux Newco against Lux Newco II and of
       Lux Newco II against Dutch Newco and following Dutch Newco's
       dissolution against Fin Newco I ANd Fin Newco II and of Dutch Newco
       against Fin Newco I and Fin Newco II as the case may be under the
       Shareholder Loan Agreement, the Shareholder Loan Agreements, the PIK Loan
       Agreement and any other shareholder loan agreement, Fin Newco III against
       Fin Newco II under the PIK Loan II and Fin Newco II against Fin Newco I
       under the PIK On-Loan or any other payment claims of the Initial
       Investors, Lux Newco, Lux Newco II, Dutch Newco, Fin Newco III (or any of
       them) against Lux Newco, Lux Newco II, Durch Newco, Fin Newco I or Fin
       Newco




                                      -3-
<PAGE>

       II (or any of them) (other than under 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:

       "ACCESSION AGREEMENT" means an accession agreement substantially in the
       form set out in the Schedule hereto with such amendments as the Security
       Agent may require;

       "ASSIGNMENT AGREEMENT" means the pledge agreement pursuant to which the
       claims of Lux Newco II under the Shareholder Loan Agreement and/or the
       Shareholder Loan Agreements and under the PIK Loan Agreement (including
       following the Shareholder Loan Restructuring and the PIK Notes
       Restructuring) and under the Senior Notes Loan Agreement will be pledged
       to the Trustee.

       "BENEFICIARIES" means the Senior Beneficiaries and the Junior
       Beneficiaries.

       "DUTCH NEWCO" means Pool Acquisition Netherlands B.V., a limited
       liability company duly organised under the laws of the Netherlands with
       its registered corporate seat in Volendam. Registered under 37096393 at
       the Trade Register.in Volendam having a registered share capital of EUR
       30,000,000.

       "FACILITY DOCUMENTS" means the Finance Documents and the Junior
       Documents.

       "FIN NEWCO I" means 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, having a share capital of
       EUR 8,100, which following the Merger is known as Sanitec Oy.

       "FIN NEWCO II" means Pool Financing 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)
       1700087-5 at the Trade Register in Helsinki, having a share capital of
       EUR 8,100.

       "FIN NEWCO III" means Pool Sub-Financing 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)
       Y-1734186-4 at the Trade Register in Helsinki, having a share capital of
       EUR 8,000.

       "GERMAN NEWCO" means Sanitec International AG.

       "INTERCREDITOR AGREEMENT" means the intercreditor agreement dated on or
       about the date hereof entered into between, INTER ALIA, the Senior Agent,
       the Junior Agent, the Security Agent, the Senior Banks, the Junior
       Lenders, the Liquidity Lender, Fin Newco I and Fin Newco II.



                                      -4-
<PAGE>


       "LIABILITIES" means the Senior Liabilities and the Junior Liabilities.

       "LUX NEWCO" means Pool Acquisition Luxembourg I S.A., a stock corporation
       (Societe Anonyme) company duly organised under the laws of Luxembourg
       with its registered corporate seat in Luxembourg, registered under
       Section B numero 82054 at the Trade Register in Luxembourg, having a
       share capital of EUR 31,500.

       "LUX NEWCO II" means Sanitec International S.A., 19-21 Boulevard du
       Prince Henri, L1724 Luxembourg

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

       "SUBORDINATED LIABILITIES" means

       (a)    all present and future sums, liabilities and obligations payable
              or owing by Fin Newco I or Fin Newco II to the Initial Investors
              and/or Dutch Newco and/or following Dutch Newco's dissolution Lux
              Newco II (or any of them) in connection with redemption proceeds,
              liquidation proceeds, repaid capital in case of a capital
              decrease, any compensation in case of termination and/or
              withdrawal of a shareholder of Fin Newco I, the surplus in case of
              surrender and all other pecuniary claims associated with the
              Equity Contribution and the Equity Contribution II;

       (b)    all present and future sums, liabilities and obligations payable
              or owing or agreed to by Fin Newco I in favour of the Initial
              Investors and/or Lux Newco II (or any of them) (as the case may
              be) under and pursuant to the Shareholder Loan Agreement and/or
              the Shareholder Loan Agreements (or any of them) or any other
              shareholder loan (other than the Senior Notes Loan Agreement); all
              present and future sums, liabilities and obligations payable or
              owing or agreed to by Lux Newco II in favour of Lux Newco (as the
              case may be) under and pursuant to the Shareholder Loan Agreement
              and/or the Shareholder Loan Agreements (or any of them) or any
              other shareholder loan (other than the Senior Notes Loan
              Agreement); all present and future sums, liabilities and
              obligations payable or owing or agreed to by Lux Newco in favour
              of the Initial Investor (or any of them) pursuant to the
              Shareholder Loan Agreement and/or the Shareholder Loan Agreements
              (or any of them) or any other shareholder loan (other than the
              Senior Notes Loan Agreement);

       (c)    all present and future claims and rights that Initial Investors
              and Dutch Newco and/or Lux Newco II (or any of them) may otherwise
              have against Fin Newco II and/or Fin Newco I, other than such
              claims and rights arising from an arms' length basis; all present
              and future claims and rights that Lux Newco II may otherwise have
              against Dutch Newco other than such claims and rights arising from
              an arms'length basis; all present aND future claims and rights
              that Lux Newco may otherwise have against Lux Newco II other than
              such claims and rights arising from an arms' length basis; all
              present and future claims and rights



                                      -5-
<PAGE>

              that the Initial Investor (or any of them) may otherwise have
              against Lux Newco other than such claims and rights arising from
              an arms' length basis;

       (d)    any and all sums in respect of dividend or capital repayments by
              Fin Newco I or Fin Newco II;

       (e)    any present and future sums, liabilities and obligations payable
              or owing or agreed to by Fin Newco II in favour of Fin Newco III
              under and pursuant to the PIK Loan II; and

       (f)    any present and future sums, liabilities and obligations payable
              or owing or agreed to by Fin Newco I in favour of Fin Newco II
              under and pursuant to the PIK On-Loan.

"TRUSTEE", in relation to the Senior Notes at any point in time, means any
trustee then acting on behalf of the holders of the Senior Notes under the
Indenture.

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

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

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; and

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)

2.1    In consideration of the Beneficiaries making or continuing to make
       advances or giving credit or time or granting other facilities or
       accommodation to or for the account of the Original Borrower and/or
       Junior Borrower pursuant to the Senior Facility Agreement and/or Junior
       Facility Agreement (as the case may be), Fin Newco I, Fin Newco II, Fin
       Newco III and each of the Initial Investors, Lux Newco, Lux Newco II and
       Dutch Newco hereby covenant with the Senior Agent, Junior Agent, the
       Senior Banks and the Junior Lenders, the Security Agent (on behalf of the
       Beneficiaries) and agree and declare as follows:



                                      -6-
<PAGE>

2.2    The Subordinated Liabilities shall be irrevocably subordinated 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 in relation to Fin Newco I and/or Fin Newco II,
       Dutch Newco, Lux Newco II and/or Lux Newco (as the case may be). The
       subordination shall continue to be effective upon any amendment,
       supplement, variation or novation of any of the Facility Documents.

2.3    So long as any part of the Liabilities remains unpaid or undischarged,
       neither Fin Newco I, Fin Newco II, Dutch Newco, Lux Newco II nor Lux
       Newco will make any prepayment or payment (whether in cash, by way of
       transfer of assets or otherwise) on account of or grant any Security in
       respect of the Subordinated Liabilities (whether by way of cash, loan or
       otherwise) nor shall the Initial Investors, Lux Newco, Lux Newco II,
       Dutch Newco nor Fin Newco III (whether individually or collectively), be
       entitled to demand or receive any such payment or Security or to commence
       any proceedings against Fin Newco I, Fin Newco II, Dutch Newco, Lux Newco
       II or Lux Newco 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 Fin Newco I, Fin Newco II, Dutch Newco,
       Lux Newco II nor Lux Newco) OTHER THAN (i) with the Beneficiaries' prior
       written consent or (ii) in respect of the Senior Notes Costs or (iii)
       repayment of the PIK On-Loan and the PIK Loan II with an Instructing
       Group's written consent unless at any time before the Senior Discharge
       Date an Event of Default or any other event or circumstance which
       entitles the Senior Beneficiaries to terminate the Senior Facilities
       Agreement or an event giving rise to an obligation of the Borrowers to
       prepay the Senior Facilities in full has occurred or (iv) under the PIK
       Restructuring or (v) up to a maximum aggregate amount of EUR 5,000,000
       per annum by way of interest payments, payments under upstream loans,
       dividend payments or payments under a service agreement to Lux Newco II,
       and/or Lux Newco and/or German Newco, the direct shareholder of Lux Newco
       II, for the sole purpose of payment by the relevant company of staff,
       equipment, travel, tax and other operative expenses, in each case as
       evidenced by invoices and/or receipts and/or similar evidence. Funds in
       excess of in aggregate EUR 5,000,000 per annum shall be allowed to be
       upstreamed to German Newco and/or Lux Newco II and/or Lux Newco with the
       prior written consent of the Beneficiaries, such consent not to be
       unreasonably withheld, if Fin Newco I provides evidence satifacory to the
       Beneficiaries that arms' length administration costs have been
       incurred by German Newco, LUx Newco II and/or Lux Newco in excess of in
       aggregate EUR 5,000,000 per annum.

2.4    In the event of payment (whether in cash, by way of transfer of assets or
       otherwise) being made to, or Security being held by, the Initial
       Investors, Lux Newco, Lux Newco II, Dutch Newco, German Newco or Fin
       Newco III (or any of them) in breach of Clause 2.3, the Initial
       Investors, Lux Newco, Lux Newco II, Dutch Newco, German Newco and Fin
       Newco III will forthwith pay or transfer to the Security Agent (on behalf
       of the Beneficiaries) any sum or other assets which shall have been
       received by it in consequence of such breach (which sum or other assets
       shall be deemed not to have reduced the liability of the relevant
       payer/transferor or to the relevant payee/transferee



                                      -7-
<PAGE>

       and until such payment or transfer the relevant payee or transferee will
       hold such sums or other assets or such Security (as the case may be) on
       trust (TREUHANDERISCH) for the Beneficiaries 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. Fin Newco
       I, Fin Newco II, Dutch Newco, Lux Newco II, Lux Newco acknowledge that
       any such amounts received by the Security Agent shall be applied towards
       any outstanding claims of the Beneficiaries pursuant to and in the order
       of priority stipulated by the Senior Facility Agreement, the Junior
       Facility Agreement, the Security Trust Agreement and the Intercreditor
       Agreement (as the case may be). If no claims of any Beneficiary are
       outstanding the Security Agent shall treat any amounts received as
       additional collateral.

2.5    Upon request of the Security Agent any of the Initial Investors, Lux
       Newco II, Lux Newco, Dutch Newco and Fin Newco III shall prove in the
       insolvency or in the winding-up (or other analogous event) of Lux Newco,
       Lux Newco II, Dutch Newco, Fin Newco I and/or Fin Newco II for all or any
       part of the Subordinated Liabilities, and thereby shall act in accordance
       with the directions of the Security Agent and any payment or distribution
       of assets of Lux Newco, Lux Newco II, Dutch Newco, Fin Newco I and/or Fin
       Newco II of any kind or character to which the Initial Investor, Lux
       Newco, Lux Newco II, Dutch Newco or Fin Newco III (or any of them) would
       have been entitled except for the provisions of this Clause 2 shall be
       paid by the liquidator of Lux Newco, Lux Newco II, Dutch Newco, Fin Newco
       I and/or Fin Newco II or any other person making such payment or
       distribution, to the Security Agent (on behalf of the Beneficiaries) to
       the extent necessary to repay all the Liabilities in full in accordance
       with their terms.

2.6    Other than as contemplated in or permitted under any of the Facility
       Documents neither the Initial Investors, Lux Newco, Lux Newco II, Dutch
       Newco, Fin Newco I, Fin Newco II nor Fin Newco III 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 to the
       Liabilities might be terminated, impaired or adversely affected.

3.     COVENANTS OF THE INITIAL INVESTORS, DUTCH NEWCO AND FIN NEWCO III; WAIVER

3.1    Each Initial Investor, Lux Newco, Lux Newco II, Dutch Newco and Fin Newco
       III hereby covenants with the Security Agent (on behalf of the
       Beneficiaries) that so long as any part of the Liabilities remains unpaid
       or undischarged it will not, without the prior written consent of the
       Senior Agent (acting on the instructions of all the Finance Parties)
       and/or the Junior Agent (acting on the instructions of the Junior
       Lenders) save as contemplated under the Facility Documents (i) assign,
       pledge or otherwise dispose of the Subordinated Liabilities or any part
       thereof; and (ii) purport to set off at any time any amount payable by it
       to Lux Newco, Lux Newco II, Dutch Newco, Fin Newco I and/or Fin Newco II
       against any amount of the Subordinated Liabilities; however, from the
       prohibition of assignments of the Initial Investors Lux Newco, Lux Newco
       II shall be excluded (i) any assignment or other transfer effected in any
       way whatsoever to Lux Newco or Lux Newco II,, (ii) any assignment or
       transfer to the Security Agent provided



                                      -8-
<PAGE>

       for under the Finance Documents and any assignment pursuant to the
       Assignment Agreement and (iii) such assignments if such assignment is to
       be made to an affiliated enterprise or company of the Initial Investors
       provided that the assignee shall without any restriction become a party
       to this Agreement as Initial Investor by delivering to the Security Agent
       a duly completed Accession Agreement, it being understood that any such
       assignment shall only be made (i) subject to the condition subsequent
       that the assignee does not cease to be an affiliated enterprise, or (ii)
       to a member of senior management of any member of the Group or of Fin
       Newco II.

3.2    Each Initial Investor, Lux Newco, Lux Newco II and Dutch Newco hereby
       covenants that if and when any other third party (i) subscribes to new
       shares in Fin Newco I and/or Fin Newco II, otherwise acquires shares in
       Fin Newco I, Fin Newco II, or makes any equity contribution and/or (ii)
       makes available to Fin Newco I, Fin Newco II, Dutch Newco, Lux Newco II
       and/or Lux Newco any shareholder loans, then such other third party shall
       without any restrictions become a party to this Agreement by delivering
       to the Security Agent a duly completed Accession Agreement and each such
       acceding party shall be bound by the terms hereof as if it were an
       original party hereto.

3.3    The Initial Investors, Lux Newco, Lux Newco II, Dutch Newco, Fin Newco I,
       Fin Newco II and Fin Newco III hereby agree with the Beneficiaries that
       the Subordinated Liabilities shall be personal liabilities (PERSONLICHE
       FORDERUNGEN) and as such shall not be assignable other than as expressly
       permitted in this Agreement. This also applies vis-a-vis the
       Beneficiaries.

       The Initial Investors, Lux Newco, Lux Newco II, Dutch Newco and Fin Newco
       II hereby explicitly and irrevocably waive any and all of their rights
       against Fin Newco I arising under or in relation to the Subordinated
       Liabilities upon the suspensive conditions (AUFSCHIEBENDE BEDINGUNGEN) of
       the receipt of a notice by the Initial Investors Lux Newco, Lux Newco II,
       Dutch Newco and/or Fin Newco II (as the case may be) from the Security
       Agent (acting on behalf of the Beneficiaries) confirming that the shares
       in Fin Newco I 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 Fin Newco I 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 Initial Investors, Lux Newco, Lux Newco II, Dutch Newco and/or Fin
       Newco II (as the case may be) 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).

4.     OTHER SECURITY AND DEALINGS

       Fin Newco I, Fin Newco II, Fin Newco III, the Initial Investors, Lux
       Newco, Lux Newco II and Dutch Newco hereby agree with the Security Agent
       (on behalf of the Beneficiaries) 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



                                      -9-
<PAGE>

       of the Liabilities whether from Fin Newco I or Fin Newco II, Fin Newco
       III, Lux Newco, Lux Newco II, the Initial Investors or Dutch Newco (or
       any 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 Fin Newco I
              and/or Fin Newco II 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
              Fin Newco I and/or Fin Newco II 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 Fin Newco I and/or Fin Newco II or any other
              person or any Security in respect of the Liabilities;

       (g)    the filing for insolvency proceedings in relation to Fin Newco I
              and/or Fin Newco II; or

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

5.     SYNDICATION

       The Initial Investors, Dutch Newco, Lux Newco, Lux Newco II and Fin Newco
       III, Fin Newco I and Fin Newco II, the Senior Agent, the Junior Agent,
       the Senior Banks, the Junior Lenders and the Security Agent (for and on
       behalf of the Beneficiaries) agree that upon an assignment and transfer
       of any rights and benefits under the Facility Documents pursuant to
       Clause 35 (ASSIGNMENTS AND TRANSFERS) of the Senior Facility Agreement
       and/or Clause 30 (ASSIGNMENTS AND TRANSFERS) of the Junior Facility
       Agreement (as the case may be) the relevant assignee or transferee shall
       become a beneficiary under this Agreement. Any such assignee or
       transferee shall accede to this Agreement by delivery of a duly executed
       Accession Agreement to the Security Agent and shall be bound to the terms
       hereto as if it were an original party hereto.

6.     ACKNOWLEDGMENT OF SUBORDINATION

       The Trustee hereby agrees that upon enforcement by it of the security
       constituted by the Assignment Agreement over certain of the Subordinated
       Liabilities its rights in respect of such Subordinated Liabilities (in
       particular but without limitation to receive payments thereunder and to
       enforce the provisions thereof) shall be limited to the same



                                      -10-
<PAGE>

       extent as the rights of the other parties to this Agreement in respect to
       such Subordinated Liabilities are limited by the terms of this Agreement.

       In the event of breach of this Clause 6 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 Clausse 6 (which sum or other
       assets shall be deemed not to have reduced the liability of the relevant
       obligor) 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 6, 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 wilful default, negligence or fraud.

       The Trustee has the right to request the Security Agent to confirm to the
       Trustee in writing whether or not the Liabilities have been fully
       discharged to the satisfaction of the Security Agent. The Security Agent
       shall upon 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.

7.     JUDGMENT CURRENCY

       If any sum due hereunder or in connection herewith or under any order or
       judgment given or made in relation hereto has to be converted from the
       currency (the "FIRST CURRENCY") in which the same is payable hereunder or
       in connection herewith or under such order or judgment into another
       currency (the "SECOND CURRENCY") for the purpose of, INTER ALIA, (i)
       making or filing a claim or proof against Fin Newco I or Fin Newco II
       (ii) obtaining an order or judgment in any court or other tribunal or
       (iii) enforcing any order or judgment given or made in relation hereto,
       the person obliged to make such payment shall indemnify and hold harmless
       the Senior Agent, Junior Agent, the Senior Banks, the Junior Lenders and
       the Security Agent, or as the case may be, each of the persons to whom
       such sum is due from and against any loss suffered as a result of any
       discrepancy between (a) the rate of exchange used for such purpose to
       convert the sum in question from the first currency into the second
       currency and (b) the rate or rates of exchange at which such person may
       in the ordinary course of business purchase the first currency with the
       second currency upon receipt of a sum paid to it in satisfaction, in
       whole or in part, of any such order, judgment, claim or proof.



                                      -11-
<PAGE>

8.     NOTICES, AMENDMENTS, WAIVER

8.1    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.

8.2    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.

8.3    All amendments or supplements to this Agreement or any waiver with regard
       to this Agreement (including this Clause 7.3) shall be made in writing.

9.     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.

10.    PARTIAL INVALIDITY; WAIVER

10.1   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 shall
       replace such illegal, invalid or unenforceable provision by such
       provision which comes as close as possible to the purpose of this
       Agreement.

10.2   No failure to exercise, nor any delay in exercising, on the part of the
       Security Agent, 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.

11.    LAW

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

12.    JURISDICTION

12.1   Fin Newco I, Fin Newco II, Fin Newco III, Lux Newco II, Lux Newco, the
       Initial Investors, German Newco and Dutch Newco irrevocably agree for the
       benefit of the Senior Arranger, the Senior Agent, the Junior Agent, the
       Senior Banks, the Junior Lenders and the Security Agent that the place of
       jurisdiction for any and all disputes



                                      -12-
<PAGE>

       arising under in connection with this Agreement shall be Munchen and, for
       such purposes, irrevocably submit to the jurisdiction of such courts.

12.2   The submission to the jurisdiction of the courts referred to in Clause
       11.1 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
                           FORM OF ACCESSION AGREEMENT

This Agreement dated [ ], is supplemental to a subordination agreement (the
"SUBORDINATION AGREEMENT") dated [ ] 2001 between, amongst others, the Security
Agent, the Initial Investors, Dutch Newco, Fin Newco III, Fin Newco I and Fin
Newco II referred to therein.

Words and expressions defined in the Subordination Agreement have the same
meaning when used in this Agreement.

[[NAME OF NEW INITIAL INVESTOR] has agreed to subscribe to new shares in Fin
Newco [I]/[II] and to provide Fin Newco [I]/[II] with funds in the form of
registered share capital) and premium in Fin Newco [I]/[II] of a total aggregate
amount of EUR [ ] or to make an equity contribution in whatever form in Fin
Newco I . Such equity contribution shall fall within the meaning of the "EQUITY
CONTRIBUTION [II]" as defined in the Subordination Agreement.] / [[NAME OF NEW
INITIAL INVESTOR] has entered into or has agreed to or may enter into a
subordinated shareholder loan agreement with Fin Newco [I]/[II] whereby it will
make available loans of a total aggregate amount of EUR [ ] to Fin Newco
[I]/[II] . Such subordinated shareholders loan shall fall within the meaning of
the "SHAREHOLDER LOAN AGREEMENT" as defined in the Subordination Agreement.]

[NAME OF NEW INITIAL INVESTOR/SENIOR BANK/JUNIOR LENDER ETC.] hereby agrees with
each other person who is or who becomes a party to the Subordination Agreement
that with effect on and from the date hereof it will be bound by the
Subordination Agreement as [Initial Investor/Senior Bank/Junior Lender, etc.] as
if it had been an original party to the Subordination Agreement in that
capacity.]

Address for notice of [NAME] for the purposes of Clause 7 (NOTICES) of the
Subordination Agreement is:

[                        ].

This Agreement is governed by, and construed in accordance with, the laws of the
Federal Republic of Germany. The provisions of Clauses 10 (LAW) and 11
(JURISDICTION) of the Subordination Agreement shall apply hereto MUTATIS
MUTANDIS as if set out herein, with the exception that where an acceding Initial
Investor is a natural person, not being a merchant in the meaning of Section 1
et. subs. of the German Commercial Code (HANDELSGESETZBUCH), the submission of
the jurisdiction referred to in Clause 11 (JURISDICTION) does not apply.

By [Name of Acceding Party]

Name:

Address:




                                      -14-
<PAGE>


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



INITIAL INVESTORS



<TABLE>
<CAPTION>
<S>                                                       <C>
         [Dr. Udo Simmat by power of attorney]                  [Dr. Udo Simmat by power of attorney]
   .................................................      .................................................

       On behalf of CIE Management II Limited as              On behalf of CIE Management II Limited as
              Managing General Partner of                             Managing General Partner of
               BC European Capital VII-1                               BC European Capital VII-9


         [Dr. Udo Simmat by power of attorney]                  [Dr. Udo Simmat by power of attorney]
   .................................................      .................................................

      On behalf of CIE Management II Limited as               On behalf of CIE Management II Limited as
              Managing General Partner of                             Managing General Partner of
               BC European Capital VII-2                              BC European Capital VII-10


         [Dr. Udo Simmat by power of attorney]                  [Dr. Udo Simmat by power of attorney]
   .................................................      .................................................

       On behalf of CIE Management II Limited as              On behalf of CIE Management II Limited as
              Managing General Partner of                             Managing General Partner of
               BC European Capital VII-3                               BC European Capital VII-11


         [Dr. Udo Simmat by power of attorney]                  [Dr. Udo Simmat by power of attorney]
   .................................................      .................................................

       On behalf of CIE Management II Limited as              On behalf of CIE Management II Limited as
              Managing General Partner of                             Managing General Partner of
               BC European Capital VII-4                               BC European Capital VII-12


         [Dr. Udo Simmat by power of attorney]                  [Dr. Udo Simmat by power of attorney]
   .................................................      .................................................

       On behalf of CIE Management II Limited as              On behalf of CIE Management II Limited as
              Managing General Partner of                             Managing General Partner of
               BC European Capital VII-5                               BC European Capital VII-14




         [Dr. Udo Simmat by power of attorney]                  [Dr. Udo Simmat by power of attorney]
   .................................................      .................................................


                                      -15-
<PAGE>


       On behalf of CIE Management II Limited as              On behalf of CIE Management II Limited as
              Managing General Partner of                             Managing General Partner of
               BC European Capital VII-6                               BC European Capital VII-15


         [Dr. Udo Simmat by power of attorney]                  [Dr. Udo Simmat by power of attorney]
   .................................................      .................................................

       On behalf of CIE Management II Limited as              On behalf of CIE Management II Limited as
              Managing General Partner of                             Managing General Partner of
               BC European Capital VII-7                               BC European Capital VII-16


         [Dr. Udo Simmat by power of attorney]
   .................................................      .................................................

       On behalf of CIE Management II Limited as            On behalf of Teabar Capital Corporation, 5650
              Managing General Partner of                          Yonge Street. Suite 500, Toronto,
               BC European Capital VII-8                                     Ontario M2M
                                                                   (acceded by an Accession Agreement
                                                                             dated [ ])


   .................................................      .................................................

    On behalf of Southlight Investment Pte Ltd, 168                On behalf of CDPQ Europe Inc.,
                    Robinson Road,                                  1981, avenue McGill College,
 #37-01, Capital Tower, Singapore 068912, Republic of                 Montreal, Quebec, Canada
                       Singapore                                 (acceded by an Accession Agreement
          (acceded by an Accession Agreement                                 dated [ ])
                      dated [ ])


   .................................................      .................................................

               On behalf of HVB Offene                       On behalf of BC European Capital VII Top-Up
      Unternehmensbeteiligungs AG, Am Tucherpark              1, PO Box 255, Barfield House, St. Julian's
                  1, 80538 Munchen                             Avenue, St. Peter Port, Guernsey, Channel
           (acceded by an Accession Agreement                                  Islands
                    dated [ ])                                    (acceded by an Accession Agreement
                                                                              dated [ ])


   .................................................      .................................................

  On behalf of European Capital VII Top-Up 1, PO Box     On behalf of European Capital VII Top-Up 1, PO Box
  255, Barfield House, St. Julian's Avenue, St. Peter    255, Barfield House, St. Julian's Avenue, St. Peter
            Port, Guernsey, Channel Islands                        Port, Guernsey, Channel Islands
          (acceded by an Accession Agreement                     (acceded by an Accession Agreement
                      dated [ ])                                             dated [ ])


   .................................................      .................................................



                                      -16-
<PAGE>

  On behalf of European Capital VII Top-Up 1, PO Box     On behalf of European Capital VII Top-Up 1, PO Box
  255, Barfield House, St. Julian's Avenue, St. Peter    255, Barfield House, St. Julian's Avenue, St. Peter
            Port, Guernsey, Channel Islands                        Port, Guernsey, Channel Islands
          (acceded by an Accession Agreement                     (acceded by an Accession Agreement
                      dated [ ])                                             dated [ ])


   .................................................      .................................................

  On behalf of European Capital VII Top-Up 1, PO Box                On behalf of Michel Guillet,
  255, Barfield House, St. Julian's Avenue, St. Peter        26 rue Barbet de Jouy, 75007 Paris, France
            Port, Guernsey, Channel Islands                      (acceded by an Accession Agreement
          (acceded by an Accession Agreement                                 dated [ ])
                      dated [ ])


   .................................................      .................................................

     On behalf of Cedric Dubourdieu, 141 Boulevard           On behalf of Lucien-Charles Nicolet, 33 rue
          Saint-Germain, 75600 Paris, France                        Erlanger, 75016 Paris, France
          (acceded by an Accession Agreement                     (acceded by an Accession Agreement
                      dated [ ])                                             dated [ ])


   .................................................      .................................................

   On behalf Edouard Guillet, 26 rue Barbet de Jouy,       On behalf of Blue Capital Equity I GmbH & Co KG
                  75007 Paris, France                            (acceded by an Accession Agreement
          (acceded by an Accession Agreement                                 dated [ ])
                      dated [ ])
</TABLE>



                                      -17-
<PAGE>

FIN NEWCO I

POOL ACQUISITION HELSINKI OY
By:                    [Dr. Marc Riede by power of attorney]
Address:               c/o Dittmar & Indrenius
                       Pohjoisesplanadi 25 A
                       Fin-00100 Helsinki
Tel:
Fax:                   + 358 (0) 9652406
Attention:             Raija-Leena Ojanen


FIN NEWCO II

POOL FINANCING HELSINKI OY
By:                    [Dr. Jens Moraht by power of attorney]
Address:               c/o Dittmar & Indrenius
                       Pohjoisesplanadi 25 A
                       Fin-00100 Helsinki
Tel:
Fax:                   + 358 (0) 9652406
Attention:             Raija-Leena Ojanen


THE SENIOR AGENT, THE JUNIOR AGENT AND THE SECURITY AGENT

BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH


By:                    [Chris   Keen  by  power  of  attorney  /  Peter
                       Herreiner by power of attorney]
Address:               London Branch
                       41 Moorgate
                       London EC2R 6PP

Tel:                   00 44 207 573 8474/8485
Fax:                   00 44 207 573 8468
Attention:             Trix Brunschweiler/Melanie Moughan




                                      -18-
<PAGE>

THE SENIOR BANKS

BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH


By:                    [Chris   Keen  by  power  of  attorney  /  Peter
                       Herreiner by power of attorney]
Address:               London Branch
                       41 Moorgate
                       London EC2R 6PP

Tel:                   00 44 207 573 8474/8485
Fax:                   00 44 207 573 8468
Attention:             Trix Brunschweiler/Melanie Moughan


MIZUHO FINANCIAL GROUP (THE FUJI BANK, LIMITED) (acceded by an accession
agreement dated 5 October 2001)


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






                                      -19-
<PAGE>

NORDEA BANK FINLAND PLC (FORMERLY KNOWN AS MERITA BANK PLC) (acceded by an
accession agreement dated 5 October 2001)


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 PLC, NIEDERLASSUNG FRANKFURT
(acceded by an accession agreement dated 5 October 2001)


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.
(acceded by an accession agreement dated 5 October 2001)


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





                                      -20-
<PAGE>

MERRILL LYNCH CAPITAL CORPORATION, NEW YORK
(acceded by an accession agreement dated 5 October 2001)


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 JUNIOR LENDERS

BAYERISCHE HYPO- UND VEREINSBANK AG, LONDON BRANCH


By:                    [Chris   Keen  by  power  of  attorney  /  Peter
                       Herreiner by power of attorney]
Address:               London Branch
                       41 Moorgate
                       London EC2R 6PP

Tel:                   00 44 207 573 8474/8485
Fax:                   00 44 207 573 8468
Attention:             Trix Brunschweiler/Melanie Moughan


MERRILL LYNCH CAPITAL CORPORATION, NEW YORK
(acceded by an accession agreement dated 5 October 2001)


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




                                      -21-
<PAGE>

GOLDMAN SACHS CREDIT PARTNERS, L.P.
(acceded by an accession agreement dated 5 october 2001)


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

MIZUHO FINANCIAL GROUP (THE FUJI BANK, LIMITED)
(acceded by an accession agreement dated 5 October 2001)


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


DUTCH NEWCO
(acceded by an accession agreement dated 6 June 2001)


By:
Address:               Julianaweg 190 A
                       1131 DL Volendam
                       The Netherlands

Tel:
Fax:
Attention:




                                      -22-
<PAGE>

FIN NEWCO III
(acceded by an accession agreement dated 14 December 2001)


By:
Address:               c/o Sanitec Oyj,
                       Mikonkatu 15 A
                       Fin - 00100 Helsinki

Tel:
Fax:
Attention:


LUX NEWCO
(acceded by an accession agreement dated _____________ 2002)


By:
Address:



Tel:
Fax:
Attention:


LUX NEWCO II
(acceded by an accession agreement dated _____________ 2002


By:
Address:



Tel:
Fax:
Attention:




                                      -23-
<PAGE>

GERMAN NEWCO
(acceded by an accession agreement dated _____________ 2002


By:
Address:



Tel:
Fax:
Attention:


TRUSTEE
(acceded by an accession agreement dated _____________ 2002


By:
Address:



Tel:
Fax:
Attention:




                                      -24-