Exhibit 4.5

CLIFFORD                                        LIMITED LIABILITY PARTNERSHIP
CHANCE
                                                                  Execution Copy




                                DATED       2001



                               DYNEA CHEMICALS Oy
                                       and
                                   NORDKEM AS
                                  as Borrowers

                                     - and -

                           CITIBANK INTERNATIONAL plc
                                as Facility Agent

                                     - and -

                           CITIBANK INTERNATIONAL plc
                               as Security Trustee

                                     - and -

                                 CITIBANK, N.A.
                                 as Issuing Bank

                                     - and -

                     SALOMON BROTHERS INTERNATIONAL LIMITED
                                as Lead Arranger


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

                       AMENDMENT AND RESTATEMENT AGREEMENT
               relating to a Credit Agreement dated 7 August 2000

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

<PAGE>

                                    CONTENTS
Clause                                                                      Page

1.  Interpretation.............................................................1

2.  Effective Date.............................................................2

3.  Amendment And Restatement..................................................2

4.  Waivers....................................................................2

5.  Confirmation...............................................................3

6.  Fees And Expenses..........................................................3

7.  Miscellaneous..............................................................3

8.  Law........................................................................3

<PAGE>
THIS AGREEMENT is made on        day of          2001

BY:

(1)   DYNEA CHEMICALS Oy (formerly known as Neste Chemicals Oy), a company
      incorporated in Finland with registered number 769.380 ("Neste");

(2)   NORDKEM AS, a company incorporated in Norway with registered number
      981313054 ("Bidco");

(3)   CITIBANK INTERNATIONAL plc of P.O. Box 78, 335 Strand, London WC2R 1LS as
      the Facility Agent (as that term is more particularly defined in the
      Credit Agreement referred to below);

(4)   CITIBANK INTERNATIONAL plc of P.O. Box 78, 335 Strand, London WC2R 1LS as
      the Security Trustee (as that term is more particularly defined in the
      Credit Agreement referred to below);

(5)   CITIBANK, N.A. of 336 Strand, London WC2R 1HB as the Issuing Bank (as that
      term is more particularly defined in the Credit Agreement referred to
      below); and

(6)   SALOMON BROTHERS INTERNATIONAL LIMITED of Victoria Plaza, 111 Buckingham
      Palace Road, London SW1 0SB lead arranger of the facilities made available
      under this Agreement (in such capacity, the "Lead Arranger").

WHEREAS:

(A)   By a credit agreement dated 7 August 2000 made between the same parties as
      set out above (the "Credit Agreement"), certain facilities were made
      available on the terms set out therein.

(B)   The parties to this Agreement have agreed to amend and restate the Credit
      Agreement on the terms set out herein.

IT IS AGREED as follows:

1.    INTERPRETATION

1.1   In this Agreement (including the recitals) words and expressions defined
      in the Credit Agreement (as amended and restated by this Agreement) shall
      have the same meanings when used in this Agreement and "Effective Date"
      means the date upon which all of the conditions in Clause 2.1 have been
      satisfied (or, on the instructions of the Majority Banks, waived by the
      Facility Agent).

1.2   The provisions of clauses 1.2 and 1.3 of the Credit Agreement shall be
      included in this Agreement, subject to necessary changes.

1.3   A person who is not a party to this Agreement has no right under the
      Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
      Agreement.

2.    EFFECTIVE DATE

2.1   Notwithstanding any other provisions of this Agreement, this Agreement
      shall have no effect unless the Facility Agent shall have received (or, on
      the instructions of the Majority Banks, waived the receipt of) in form and
      substance satisfactory to it on or before 15 November 2001:

      (a)  a Certified Copy of the minutes of a meeting of the board of
           directors of Neste and Bidco approving and authorising the execution,
           delivery and performance of this Agreement on the terms and
           conditions hereof and showing that the board meeting was quorate;

      (b)  a legal opinion from each of:

           (i)   Clifford Chance as to English law;

           (ii)  Luostarinen, Mettala Raikkonen as to matters of Finnish law;
                 and

           (iii) Arntzen de Besche as to matters of Norwegian law;

      (c)  payment of the fee referred to in Clause 6 (Fees and Expenses); and

      (d)  a certificate from a director of Neste, in the agreed form, that the
           Initial Equity Injection has been made and the proceeds have been
           received by a member of the Group.

2.2   Upon the provisions of Clause 2.1 being satisfied the Facility Agent shall
      notify Neste.

3.    AMENDMENT AND RESTATEMENT

        With effect from the Effective Date the Credit Agreement shall be
amended and restated so as to take effect in the form set out in Schedule 1.

4.    Waivers

      Each of the Banks, the Facility Agent, the Security Trustee, the Issuing
      Bank and the Lead Arranger shall on the Effective Date waive each of the
      Defaults arising from a breach of each of the following financial
      undertakings for the period ending on 30 September 2001:

      (a)  EBITDA to Total Net Interest Costs as set out in Clause 12.5.1(a) of
           the Credit Agreement;

      (b)  EBITDA to Total Net Senior Interest Costs as set out in Clause
           12.5.1(c) of the Credit Agreement;

      (c)  Total Net Debt to EBITDA as set out in Clause 12.5.1(b) of the Credit
           Agreement; and

      (d)  Cashflow to Total Funding Costs as set out in Clause 12.5.1(d) of the
           Credit Agreement.

5.    CONFIRMATION

5.1   The Parties confirm that the Credit Agreement remains in full force and
      effect save as amended by this Agreement.

5.2   Neste and Bidco confirms on behalf of each Group Company that the Security
      Documents to which it is a party remain in full force and effect
      notwithstanding the amendments effected by this Agreement.

5.3   The Facility Agent confirms that it has received the consent of the
      Majority Banks for the amendments and waivers to be made to the Credit
      Agreement pursuant to this Agreement.

6.    Fees and Expenses

6.1   Neste shall pay an amendment fee in Euro to the Facility Agent for the
      account of each of the Banks at the rate of 0.125 per cent. on the Total
      Commitments.

6.2   Neste shall, on demand, pay all expenses (including, but not limited to,
      legal fees) and any VAT thereon incurred by the Facility Agent and any
      Bank in connection with the negotiation, preparation and execution of this
      Agreement and any document contemplated thereby.

7.    MISCELLANEOUS

      The provisions of clauses 19 (Miscellaneous), 20 (Notices) and 23.2
      (Jurisdiction) of the Credit Agreement shall be included in this Agreement
      subject to any necessary changes.

8.    LAW

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

IN WITNESS WHEREOF the Parties have caused this Agreement to be duly executed on
the date set out above.

<PAGE>

Neste

SIGNED by                              )
                                       )
for and on behalf of                   )
DYNEA CHEMICALS OY                     )




Bidco

SIGNED by                              )
                                       )
for and on behalf of                   )
NORDKEM AS                             )




The Facility Agent and Security Trustee
signing on its behalf and on behalf of the Banks

SIGNED by                              )
                                       )
for and on behalf of                   )
CITIBANK INTERNATIONAL plc             )




The Issuing Bank

SIGNED by                              )
                                       )
for and on behalf of                   )
CITIBANK, N.A.                         )




The Lead Arranger

SIGNED by                              )
                                       )
for and on behalf of                   )
SALOMON BROTHERS                       )
INTERNATIONAL LIMITED                  )

<PAGE>

CLIFFORD                                        LIMITED LIABILITY PARTNERSHIP
CHANCE
                                                                  Execution Copy




                                   SCHEDULE 1




                              DATED 7TH AUGUST 2000





                               DYNEA CHEMICALS OY
                                   NORDKEM AS
                                  as Borrowers
                                       and
                                    THE BANKS
                                       and
                           CITIBANK INTERNATIONAL plc
                                as Facility Agent
                                       and
                           CITIBANK INTERNATIONAL plc
                               as Security Trustee
                                       and
                                 CITIBANK, N.A.
                                 as Issuing Bank
                                       and
                     SALOMON BROTHERS INTERNATIONAL LIMITED
                                as Lead Arranger

             -------------------------------------------------------
                                CREDIT AGREEMENT
                                   relating to
                 (i) a term A loan facility of Euro 189,841,693;
                 (ii) a term B loan facility of Euro 94,920,847;
                (iii) a term C loan facility of Euro 94,786,533;
              and (iv) a multicurrency revolving loan and guarantee
                          facility of Euro 100,000,000
             -------------------------------------------------------

<PAGE>


                                    CONTENTS
Clause                                                                      Page

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

2.   Facilities...............................................................31

3.   Conditions Precedent.....................................................34

4.   Utilisation Of The Facilities............................................34

5.   Alternative Currencies...................................................42

6.   Interest.................................................................43

7.   Repayment, Prepayment And Cancellation...................................48

8.   Changes In Circumstances.................................................53

9.   Payments.................................................................59

10.  Security.................................................................63

11.  Representations And Warranties...........................................64

12.  Undertakings.............................................................69

13.  Default..................................................................85

14.  Set-Off..................................................................88

15.  Pro Rata Sharing.........................................................88

16.  The Finance Parties......................................................89

17.  Fees And Expenses........................................................97

18.  Amendments And Waivers...................................................99

19.  Miscellaneous...........................................................100

20.  Notices.................................................................100

21.  Assignments And Transfers...............................................102

22.  Indemnities.............................................................105

23.  Law And Jurisdiction....................................................106

Schedule 1 THE BANKS.........................................................108

Schedule 2...................................................................109
     Part I Conditions Precedent.............................................109
     Part II Conditions Subsequent...........................................114

Schedule 3...................................................................117
     Part I Drawdown Notice..................................................117
     Part II Bank Guarantee Request..........................................118

SCHEDULE 4 THE GROUP.........................................................119
     Part I Charging Group Companies.........................................119
     Part II Other Group Companies...........................................119

SCHEDULE 5 MANDATORY COST RATE...............................................121

SCHEDULE 6 FORM OF TRANSFER CERTIFICATE......................................123

SCHEDULE 7 FORM OF DEED OF ACCESSION.........................................128

Schedule 8...................................................................130

<PAGE>
                                                                  EXECUTION COPY


THIS AGREEMENT is made on 7th August 2000

BY:

(1)   DYNEA CHEMICALS Oy (formerly known as Neste Chemicals Oy), a company
      incorporated in Finland with registered number 769.380 ("Neste");

(2)   NORDKEM AS, a company incorporated in Norway with registered number
      981313054 ("Bidco");

(3)   THE BANKS listed in Schedule 1 (The Banks);

(4)   CITIBANK INTERNATIONAL plc of P.O. Box 78, 335 Strand, London WC2R 1LS as
      the Facility Agent (as that term is more particularly defined below);

(5)   CITIBANK INTERNATIONAL plc of P.O. Box 78, 335 Strand, London WC2R 1LS as
      the Security Trustee (as that term is more particularly defined below);

(6)   CITIBANK, N.A. of 336 Strand, London WC2R 1HB as the Issuing Bank (as that
      term is more particularly defined below); and

(7)   SALOMON BROTHERS INTERNATIONAL LIMITED of Victoria Plaza, 111 Buckingham
      Palace Road, London SW1W 0SB as the lead arranger of the facilities made
      available under this Agreement (in such capacity, the "Lead Arranger").

IT IS AGREED as follows:

1.    DEFINITIONS AND INTERPRETATION

1.1   Definitions In this Agreement:

      "Accountants' Reports" means:

      (a)   the report dated on or about 7 October 1999 prepared by
            PricewaterhouseCoopers relating to the NCO Target Companies and the
            Neste Target Assets; and

      (b)   each of the reports dated on or about 1 December 1999 and 20 June
            2000 respectively prepared by PricewaterhouseCoopers relating to
            Dyno and its Subsidiaries,

      in each case addressed, among others, to the Finance Parties or subject to
      a reliance letter in favour of the Finance Parties.

      "Accounting Principles" means IAS as at the date of this Agreement.

      "Accounts" means:

      (a)   in relation to Neste, its audited consolidated accounts (including
            all additional information and notes to the accounts) together with
            the relevant directors' report and auditors' report; and

      (b)   in relation to any other Material Company from time to time, its
            accounts (including all additional information and notes to the
            accounts), audited to the extent required for consolidation,
            together with the relevant auditors' report.

      "Acquisition Costs" means those fees, commissions, costs and expenses
      properly incurred by Parentco, Neste or Bidco in relation to the Neste
      Acquisition or the Dyno Acquisition (including the financing thereof).

      "Acquisition Goodwill" means the net goodwill arising on the Neste
      Acquisition and the Dyno Acquisition.

      "Act" means the Companies Act 1985.

      "Additional Cost Rate" means, in relation to any Advance and:

      (a)   a Bank acting out of a Lending Office in the United Kingdom, the
            Mandatory Cost Rate; or

      (b)   a Bank acting out of a Lending Office outside the United Kingdom,
            the cost, if any, certified by any Bank as the net cost to it of
            complying with the reserve asset and other regulatory requirements
            of the European Central Bank in relation to that Advance or any
            class of loans which that Advance forms part, expressed as a
            percentage rate per annum for the relevant Interest Period.

      "Advance" means a Term Advance or a Revolving Advance.

      "Agents" means the Facility Agent and the Security Trustee; and "Agent"
      means either of them.

      "Alternative Currency" means any currency (other than Euro) which is
      freely convertible into Euro, freely transferable and readily available in
      the London interbank market.

      "Asset Security Document" means, in relation to a Group Company, such
      document or documents in favour of the Security Trustee as will under the
      laws of that Group Company's jurisdiction of incorporation create security
      over substantially all of its assets and undertaking and which are in form
      and substance reasonably satisfactory to the Security Trustee.

      "Auditors" means, in relation to each Group Company,
      PricewaterhouseCoopers or any other firm of chartered accountants of
      internationally recognised standing that has been appointed as auditors of
      such Group Company.

      "Austrian Holdco" means Marmorandum Holding GmbH, a company incorporated
      in Austria with registered number FN 189161d.

      "Austrian Investco I" means Krems Chemie Chemical Services GmbH, a company
      incorporated in Austria with registered number FN189167m.

      "Austrian Investco II" means KCA Chemische Produkte GmbH, a company
      incorporated in Austria with registered number FN 189166k.

      "Austrian Neste" means Krems Chemie GmbH, a company incorporated in
      Austria with registered number 189206W.

      "Available Revolving Credit Commitment" means, in relation to a Bank, its
      Revolving Credit Commitment less the Original Euro Amount of (a) its
      Participations in the Revolving Advances and (b) its Bank Indemnity.

      "Available Revolving Credit Facility" means the aggregate of the Available
      Revolving Credit Commitments of the Banks.

      "Bank Guarantee" means any guarantee, bond, indemnity, letter of credit,
      documentary or other credit, or any other instrument of suretyship or
      payment, issued, undertaken or made or, as the case may be, proposed to be
      issued, undertaken or made by the Issuing Bank under the Revolving Credit
      Facility.

      "Bank Guarantee Request" means a request substantially in the form set out
      in Part B of Schedule 3 (Bank Guarantee Request).

      "Bank Indemnity" means, in relation to a Bank, the indemnity given by that
      Bank to the Issuing Bank under Clause 4.13 (Counter indemnity from the
      Borrowers); and "Bank Indemnities" shall be construed accordingly.

      "Banks" means the banks and financial institutions listed in Schedule 1
      (The Banks) and any Bank Transferee, together with their respective
      successors in title, provided that any bank or financial institution which
      transfers all of its Commitment in accordance with Clause 21.4 (Transfers
      by Banks) shall cease to be a "Bank".

      "Bank Transferee" has the meaning given to that term in Clause 21.4.2 of
      Clause 21.4 (Transfer by Banks).

      "Booz Allen Hamilton Reports" means each of the market reports prepared by
      Booz, Allen and Hamilton entitled "Primus - Operations Improvement" dated
      15 June 2000 and "Construction and Furniture Industry Trends" dated 24
      November 1999 respectively and each addressed, among others, to the
      Finance Parties, or subject to a reliance letter in favour of the Finance
      Parties.

      "Borrower Indemnity" means, in relation to a Borrower, the indemnity given
      by that Borrower to the Issuing Bank and each Bank under Clause 4.12 (Bank
      Guarantee Request); and "Borrower Indemnities" shall be construed
      accordingly.

      "Borrowers" means Neste, Bidco and any other Charging Group Company that
      becomes a party to this Agreement pursuant to Clause 2.4 (Additional
      Borrowers); and "Borrower" shall be construed accordingly.

      "Business Day" means a day (other than Saturday or Sunday) on which banks
      are open for general interbank business in London, Oslo and Helsinki and:

      (a)   in relation to a transaction involving an Alternative Currency, in
            the principal financial centre of the country of that Alternative
            Currency; and

      (b)   in relation to any date for payment or purchase of a sum denominated
            in the Euro, any TARGET Day.

      "Canadian Neste" means Neste Chemicals Canada Inc., a company incorporated
      in Canada.

      "Can Dollars" and "Can $" means the lawful currency for the time being of
      Canada.

      "Capital Expenditure" has the meaning given to that term by IAS.

      "Captive Bridging Loan" means the loan made pursuant to the Captive
      Bridging Loan Agreement.

      "Captive Bridging Loan Agreement" means the bridging loan agreement made
      or to be made between Dyno ASA and Leonia Corporate Bank plc and
      guaranteed by Parentco.

      "Captive Insurance Company" means Forsikringsselskap Eksplosionsskade.

      "Cash Equivalents" means all bonds, notes, certificates of deposit and
      commercial paper with a maturity of not more than 12 months and rated at
      least A-1 by Standard and Poor's Ratings Services, a division of The
      McGraw-Hill Companies, Inc or P-1 by Moody's Investor Services Inc.

      "Cashflow" means, in respect of the Group in relation to any period, the
      aggregate of EBITDA for that period:

      (a)   plus, to the extent not already taken account of in EBITDA, the Net
            Cash Proceeds in relation to Disposals of fixed assets during that
            period;

      (b)   plus any decrease, or minus any increase, in Net Working Capital
            during that period;

      (c)   plus any receipts by way of extraordinary or exceptional items and
            minus any payments by way of extraordinary or exceptional items, in
            each case, received or made during that period;

      (d)   minus any dividends paid in respect of minority interests for that
            period;

      (e)   plus any dividends received from other fixed assets investments
            during that period;

      (f)   plus income from participating interests in associated undertakings
            to the extent received in cash and minus any payment made to
            associated undertakings during that period;

      (g)   plus any increase or minus any decrease in provisions for
            liabilities and charges made in respect of that period;

      (h)   minus Capital Expenditure (but excluding, for the avoidance of
            doubt, any Capital Expenditure paid by any joint ventures and/or
            associated undertakings) paid or contractually required to be paid
            during that period;

      (i)   plus realised exchange gains and minus realised exchange losses
            charged during that period to the extent not already taken account
            of in EBITDA for that period;

      (j)   minus any Restructuring Costs paid in such period;

      (k)   minus, to the extent included in EBITDA, the Net Cash Proceeds of
            the Disposals of the Paper Chemicals Business, the Investcos, the
            Explosive Subsidiaries (and any other part of the explosives
            business of Dyno) and the entire issued share capital of NCT Holland
            B.V. received in such period;

      (l)   minus the aggregate of all corporation or other similar Taxes paid
            during that period;

      (m)   plus the proceeds of any part of the Initial Equity Injection
            received by Neste in cash during that period; and

      (n)   minus all amounts paid to, and plus all amounts released (other than
            where the same are applied in prepaying the Facilities) from, a bank
            account to which sub-clause 12.4(b)(ii) and (viii) of Clause 12.4
            (Negative Undertakings) refer.

      (For the purposes of this definition: (1) there shall be no double
      counting and (2) "Net Working Capital" means the aggregate of Current
      Assets (excluding all of cash at bank and cash in hand, all assets in
      relation to Tax and accrued interest receivable) less the aggregate of
      Current Liabilities (excluding moneys due in relation to the Facilities
      and liabilities in relation to Tax, extraordinary items and dividends
      payable); "Current Assets" means, in relation to the Group, the aggregate
      value of its assets which are treated as current assets in accordance with
      IAS; and "Current Liabilities" means, in relation to the Group, the
      aggregate value of its liabilities which are treated as current
      liabilities in accordance with IAS).

      "Certified Copy" means, in relation to a document, a copy of that document
      bearing the endorsement "Certified a true, complete and accurate copy of
      the original, which has not been amended otherwise than by a document, a
      Certified Copy of which is attached hereto", which has been signed and
      dated by a duly authorised officer of the relevant company and which
      complies with that endorsement.

      "Change" means, in relation to a Bank (or any company of which that Bank
      is a Subsidiary), the introduction, implementation, repeal, withdrawal or
      change in, or in the interpretation or application of, (a) any law,
      regulation, practice or concession, or (b) any directive, requirement,
      request or guidance (whether or not having the force of law but if not
      having the force of law, one which applies generally to a class or
      category of financial institutions of which that Bank (or that company)
      forms part and compliance with which is in accordance with the general
      practice of those financial institutions) of the European Community, any
      central bank including the European Central Bank, the Financial Services
      Authority, or any other fiscal, monetary, regulatory or other authority.

      "Change of Control" means a situation where, at any time:

      (a)   Industri Kapital and/or funds managed by it ceases to be the
            beneficial owner (whether directly or indirectly) of shares in the
            share capital of Parentco carrying the right to exercise more than
            50 per cent. of the votes exercisable at a general meeting of
            Parentco; or

      (b)   Parentco ceases to be the beneficial owner of all of the issued
            share capital of Issueco; or

      (c)   Issueco ceases to be the beneficial owner of all of the issued share
            capital of Neste.

      "Charging Group Companies" means each Group Company that has executed, or
      is by the terms of this Agreement to execute, in the case of a Group
      Company incorporated in England and Wales or Ireland, a Guarantee and
      Debenture and, in the case of a Group Company incorporated outside of
      England and Wales or Ireland, a Guarantee and an Asset Security Document,
      and "Charging Group Company" shall be construed accordingly.

      "Christiania Facilities" means the credit facilities up to the maximum
      aggregate amount of NOK2,750,000,000 provided by Christiania Bank og
      Kreditkasse to Dyno Nobel ASA for the purpose of, among other things, the
      financing of the acquisition of the Explosives Subsidiaries and all other
      parts of the explosives business of Dyno.

      "Commitment" means, in relation to a Bank, the aggregate of its Term A
      Loan Commitment, its Term B Loan Commitment, its Term C Loan Commitment
      and its Revolving Credit Commitment.

      "Compliance Certificate" has the meaning given to that term in sub-clause
      (e) of Clause 12.2 (Information Undertaking).

      "Dangerous Materials" means any element or substance, whether consisting
      of gas, liquid, solid or vapour, identified by any Environmental Law to
      be, to have been, or to be capable of being or becoming, harmful to
      mankind or any living organism or damaging to the Environment.

      "Deed of Accession" means a deed substantially in the form set out in
      Schedule 7 (Form of Deed of Accession).

      "Default" means any event specified as such in Clause 13.1 (Default).

      "Default Notice" has the meaning given to that term in sub-clause 13.2.1
      of Clause 13.2 (Acceleration etc).

      "Defeased Dyno Bonds Indebtedness" means that part of the Indebtedness
      under the Existing Dyno Bonds that has been cash collateralised.

      "Depreciation" has the meaning given to that term by IAS.

      "Disclosure Letter" has the meaning given to the Disclosure Schedule in
      the Neste Acquisition Agreement.

      "Disposal" means a sale, transfer or other disposal (including by way of
      lease or loan) by a person of all or part of its assets, whether by one
      transaction or a series of transactions and whether at the same time or
      over a period of time.

      "Drawdown Date" means the date on which an Advance is made, or is proposed
      to be made.

      "Drawdown Notice" means a notice substantially in the form set out in Part
      A of Schedule 3 (Drawdown Notice).

      "Dutch Holdco" means Nordkem B.V., a company incorporated in the
      Netherlands with registered number 27174375.

      "Dyno" means Dyno ASA, a company incorporated under the laws of Norway
      with registered number 820 051 122.

      "Dyno Acquisition" means the acquisition by Bidco of the Dyno Shares
      pursuant to the Offer.

      "Dyno Explosives Sale Agreement" means the sale and purchase agreement
      relating to the explosives business of Dyno made or to be made between,
      among others, Dyno and Dyno Nobel ASA.

      "Dyno Investcos" means Dyno Speciality Polymer AS, Dyno Radnor AS and
      Dynopart AS.

      "Dyno Shares" means all of the issued share capital of Dyno.

      "EBITDA" means, in relation to the Group for any period the consolidated
      net profit of the Group for that period before Taxation and Total Net
      Interest Costs and adding back:

      (a)   Depreciation charged to the consolidated profit and loss account of
            the Group during such period;

      (b)   any amount of Acquisition Goodwill amortised in that period against
            the consolidated profit and loss account of the Group;

      (c)   Acquisition Costs and other non-cash items charged or amortised in
            that period to, or against, the consolidated profit and loss account
            of the Group;

      (d)   Restructuring Costs paid in such period to the extent the same do
            not constitute an extraordinary or exceptional item;

      (e)   to the extent not taken account of in paragraph (a) above, any
            insurance proceeds received in such period in respect of business
            interruption to the extent such proceeds covers loss of revenue for
            the Group; and

      (f)   the proceeds of any Further Equity Injections made after the
            Effective Date received in such period up to an aggregate maximum
            amount, for the period of 18 months following the Effective Date, of
            Euro 15 million.

      but excluding:

      (i)   profit and loss attributable to minority interests (if any);

      (ii)  any profit or loss arising on the disposal of fixed assets;

      (iii) income from, and investments in, participating interests in
            associated undertakings and income from any other fixed asset
            investment (excluding income from Methanor Vof which, for the
            avoidance of doubt, shall be included in the consolidated net profit
            of the Group);

      (iv)  amounts written off the value of investments;

      (v)   realised and unrealised exchange gains and losses; and

      (vi)  extraordinary and exceptional items.

      For the purposes of paragraph (b) of Clause 12.5 (Financial undertakings)
      in relation to any period (the "Relevant Period") of 12 months ending on
      or before the date falling 12 months after the date of this Agreement,
      EBITDA shall be calculated on an annualised basis by multiplying EBITDA
      for the period (the "Calculation Period") from the date of this Agreement
      to the end of the Relevant Period by the dividend of 365 divided by the
      number of days in the Calculation Period.

      "Effective Date" has the meaning ascribed thereto in the amendment and
      restatement agreement dated on or about 12 November 2001 which relates to
      this Agreement.

      "EMU Legislation" means legislative measures of the Council of the
      European Union for the introduction of, changeover to, or operation of,
      the Euro.

      "Encumbrance" means any mortgage, charge, assignment by way of security,
      pledge, hypothecation, lien, right of set-off, retention of title
      provision, trust or flawed asset arrangement (for the purpose of, or
      entered into with the intention of, granting security) or any other
      security interest of any kind whatsoever, or any agreement, whether
      conditional or otherwise, to create any of the same, or any agreement to
      sell or otherwise dispose of any asset on terms whereby such asset is or
      may be leased to or re-acquired or acquired by any Group Company.

      "Environment" means all or any of the following media: air (including air
      within buildings or other structures and whether above or below ground);
      land (including buildings and any other structures or erections in, on or
      under it and any soil and anything below the surface of land); land
      covered with water; and water (including sea, ground and surface water).

      "Environmental Law" means any statutory or common law, treaty, convention,
      directive or regulation having legal or judicial effect whether of a
      criminal or civil nature, concerning:

      (a)   pollution or contamination of the Environment;

      (b)   harm, whether actual or potential, to mankind and human senses,
            living organisms and ecological systems;

      (c)   the generation, manufacture, processing, distribution, use
            (including abuse), treatment, storage, disposal, transport or
            handling of Dangerous Materials; or

      (d)   the emission, leak, release or discharge into the Environment of
            noise, vibration, dust, fumes, gas, odours, smoke, steam, effluvia,
            heat, light, radiation (of any kind), infection, electricity or any
            Dangerous Material and any matter or thing capable of constituting a
            nuisance or an actionable tort of any kind in respect of such
            matters.

      "Environmental Reports" means (a) the report prepared by J&W Energi och
      Miljo dated 6 May 1999 relating to the business of the NCO Target
      Companies and (b) the report prepared by Jacobsen & Widmark AB in respect
      of Dyno and its Subsidiaries dated 26 November 1999 each addressed, among
      others, to the Finance Parties or subject to a reliance letter in favour
      of the Finance Parties.

      "Equity Injection" means (i) the subscription in cash for new issued share
      capital in Issueco by Parentco or Industri Kapital or the making of a
      subordinated loan to Issueco by Parentco or Industri Kapital and the
      making of an Issueco Loan with the proceeds of that subscription or loan,
      (ii) the subscription in cash for new issued share capital in Neste by
      Parentco or Industri Kapital or the making in cash of a subordinated loan
      to Issueco by Parentco or Industri Kapital (where the terms of the
      subscription are approved by the Majority Banks), or (iii) the
      distribution of pre-tax income in cash by a company incorporated in Norway
      to a Group Company as described in sections 10.2, 10.3 and 10.4 of the
      1999 General Tax Act of Norway or an equivalent distribution made to the
      satisfaction of the Facility Agent (acting reasonably) in compliance with
      the laws of Finland.

      "Euro" means the single currency of the Participating Member States.

      "Euro Equivalent" means, in relation to an amount in an Alternative
      Currency on the day on which the calculation falls to be made, the amount
      of Euro which could be purchased with that amount of the Alternative
      Currency using the Facility Agent's spot rate of exchange for the purchase
      in the London foreign exchange market of Euro with the Alternative
      Currency at or about 11.00 a.m. on the second Business Day before that
      date.

      "Existing Dyno Bonds" means Dyno's NOK300,000,000 5.65% obligassjonsslan
      1997/2002 and Dyno's NOK300,000,000 7% obligassjonsslan 1993/2000.

      "Explosives Subsidiaries" means the subsidiaries and associated companies
      of Dyno and Dyno Industries USA Inc. in the explosives industry sold or to
      be sold pursuant to the Dyno Explosives Sale Agreement to the purchasers
      referred to therein.

      "Facilities" means the Term A Loan Facility, the Term B Loan Facility, the
      Term C Loan Facility and the Revolving Credit Facility; and "Facility"
      shall be construed accordingly.

      "Facility Agent" means Citibank International plc in its capacity as
      facility agent and each successor Facility Agent appointed under Clause
      16.3 (Default).

      "Fees Letter" means the letter dated the same date as this Agreement from
      the Facility Agent to Neste relating to certain fees payable to the Lead
      Arranger, the Agents and the Issuing Bank by Neste in relation to this
      Agreement, being described on its face as the "Fees Letter".

      "Final Repayment Date" means:

      (a)   in relation to the Term A Loan Facility and the Revolving Credit
            Facility, 30 June 2007;

      (b)   in relation to the Term B Loan Facility, 30 June 2008; and

      (c)   in relation to the Term C Loan Facility, 30 June 2009.

      "Finance Lease" means any lease, hire agreement, credit sale agreement,
      hire purchase agreement, conditional sale agreement or instalment sale and
      purchase agreement which should be treated in accordance with IAS as a
      finance lease or in the same way as a finance lease.

      "Finance Lease Expenditure" means the capital value of any asset the
      subject of a Finance Lease to which a Group Company is a party.

      "Finance Parties" means the Banks, the Agents, the Issuing Bank and the
      Lead Arranger.

      "Financial Plan" means the projected financial statements for the Group
      dated July 2000 and prepared by the Management.

      "Financial Year" means in relation to a company, the tax and accounting
      year of such company.

      "Financing Documents" means this Agreement, the Fees Letter, the Interest
      Rate Protection Agreements and the Security Documents.

      "French Holdco" means Marmorandum Holding S.A., a company incorporated in
      France with registered number 1999B02984.

      "French Neste" means Neste Chimie France S.A., a company incorporated in
      France with registered number 353 078 868.

      "Further Equity Injection" means one or more Equity Injections made after
      the Effective Date.

      "German Investco" means Neste Chemicals GmbH.

      "German Neste" means Neste Chemicals Service GmbH, a company incorporated
      in Germany.

      "Global Transfer Agreement" means a global transfer agreement in the
      agreed form.

      "Group" means Neste, Bidco, Dyno and each of their respective Subsidiaries
      (but excluding the Explosives Subsidiaries and the Investcos); and "Group
      Company" means any one of them.

      "Guarantee" means a guarantee in the agreed form executed or to be
      executed in favour of the Security Trustee.

      "Guarantee and Debenture" means a guarantee and debenture in the agreed
      form executed or to be executed in favour of the Security Trustee.

      "Guarantor" means each Group Company that has executed a Guarantee.

      "Guaranteed Amount" means, in relation to a Bank Guarantee, the maximum
      aggregate amount of the actual and contingent liabilities of the Issuing
      Bank under that Bank Guarantee.

      "Holdcos" means the Austrian Holdco, the Canadian Holdco, the French
      Holdco, the Dutch Holdco and the US Holdco.

      "IAS" means the international accounting principles formulated by the
      International Accounting Standards Committee.

      "Indebtedness" means, in relation to a person, its obligation (whether
      present or future, actual or contingent, as principal or surety) for the
      payment or repayment of money (whether in respect of interest, principal
      or otherwise) incurred in respect of:

      (a)   moneys borrowed or raised;

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

      (c)   any acceptance credit, bill discounting, note purchase, factoring
            (to the extent that there is recourse to such person) or documentary
            credit facility;

      (d)   the supply of any goods or services which is more than 90 days past
            the expiry of the period customarily allowed by the relative
            supplier after the due date;

      (e)   any Finance Lease;

      (f)   any guarantee, bond, stand-by letter of credit or other similar
            instrument issued by a financial institution, state or agency of a
            state in connection with the performance of payment obligations;

      (g)   any interest rate or currency swap agreement or any other hedging or
            derivatives instrument or agreement;

      (h)   any arrangement entered into primarily as a method of raising
            finance pursuant to which any asset sold or otherwise disposed of by
            that person is or may be leased to or re-acquired by a Group Company
            (whether following the exercise of an option or otherwise); or

      (i)   any guarantee, indemnity or similar insurance against financial loss
            given in respect of the obligation of any person which would fall
            within (a) to (h),

      provided that there shall be no double counting.

      "Industri Kapital" means both of Industri Kapital 1997 Limited and
      Industri Kapital 2000 Limited, each incorporated under the laws of Jersey
      whose registered office is at 26 New Street, St Helier, Jersey JE2 3RA,
      Channel Islands.

      "Initial Equity Injection" means an Equity Injection of Euro 30,000,000
      made after the date the first Advance was made but on or before the
      Effective Date.

      "Information Package" means:

      (a)   the Accountants' Reports;

      (b)   the Financial Plan;

      (c)   the Legal Due Diligence Reports;

      (d)   the Environmental Reports;

      (e)   the Kline Europe Consultants Reports;

      (f)   the Booz Allen Hamilton Reports; and

      (g)   the PWC Tax Review Report.

      "Insurance Proceeds" means all proceeds of insurance (net of Taxes and
      costs and expenses associated with the making of the relevant claims under
      the relevant policies) payable to (or to the order of) or received by a
      Group Company in respect of loss or destruction of, or damage to, an
      asset.

      "Intellectual Property Rights" means all patents, trade marks, service
      marks, trade names, design rights, copyright (including rights in computer
      software and moral rights and in published and unpublished work), titles,
      rights to know-how and other intellectual property rights, in each case
      whether registered or unregistered and including applications for the
      grant of any of the foregoing and all rights or forms of protection having
      equivalent or similar effect to any of the foregoing which may subsist
      anywhere in the world.

      "Intercreditor Agreement" means the intercreditor agreement dated the same
      date as this Agreement made between Issueco, Neste, the Banks, the
      Facility Agent, the Security Trustee, the Issuing Bank and the Noteholder
      Trustee.

      "Interest Date" means the last day of an Interest Period.

      "Interest Rate Protection Agreements" means each agreement entered into or
      to be entered into between a Group Company and a Bank for the purpose of
      hedging the Group's interest rate liabilities in relation to all or any
      part of the Term Loans.

      "Interest Period" means each period determined in accordance with Clause 6
      (Interest) for the purpose of calculating interest on Advances or overdue
      amounts.

      "Intra-Group Loan Agreement" means each loan agreement, in the agreed
      form, made or to be made between Issueco and Neste.

      "Investcos" means the Neste Investcos and the Dyno Investcos.

      "Investment Agreement" means the subscription and shareholders' agreement
      dated 8 October 1999 as amended on as about the date of this Agreement
      made between, among others, (a) Parentco, (b) the Investors, (c) Orkla
      ASA, Swiss Branch, (d) Stichting Pensioenfonds PGGM, (e) Lansforsakringar
      Wasa Liv Forsakrings AB and (f) Weyerhaeuser Company Master Retirement
      Trust, together with the management shareholders' agreement dated on or
      about the date of this Agreement made between (a) Parentco, (b) the
      Management and (c) the Investors.

      "Investors" means each of the entities specified in Schedule 1 of the
      Investment Agreement.

      "Issueco" means Neste Chemicals International Oy, a company incorporated
      in Finland with registered number 789.544 or any company that is
      substituted as the principal obligor in respect of the Senior Subordinated
      Notes pursuant to article 13 of the Senior Subordinated Notes Instrument
      and which has agreed to be bound by the terms of the Intercreditor
      Agreement pursuant to Clause 16.2 of the Intercreditor Agreement.

      "Issueco Bridging Loan" means the loan made pursuant to the Issueco
      Bridging Loan Agreement.

      "Issueco Bridging Loan Amount" means the principal amount of the Issueco
      Bridging Loan, as increased from time to time by the capitalisation of
      accrued interest.

      "Issueco Bridging Loan Agreement" means the credit agreement made or to be
      made between Issueco, Neste, certain banks, Citibank International plc as
      facility agent and Salomon Brothers International Limited as lead
      arranger.

      "Issueco Loan" means each loan made by Issueco to Neste pursuant to an
      Intra-Group Loan Agreement or any other loan made by Issueco to a Group
      Company which is subject to the terms of the Intercreditor Agreement.

      "Issue Date" means the date on which a Bank Guarantee is issued or is
      proposed to be issued by the Issuing Bank.

      "Issuing Bank" means Citibank, N.A. or any other Bank which is appointed
      as a successor Issuing Bank under Clause 16.15 (Distribution of proceeds
      of enforcement) as issuer of Bank Guarantees under the Revolving Credit
      Facility pursuant to Clause 4 (Utilisation of the Facilities).

      "Kline Europe Consultants Reports" means the reports prepared by Kline
      Europe Consultants dated 27 October 1999 and 27 April 2000 respectively,
      each addressed, among others, to the Finance Parties or subject to a
      reliance letter in favour of the Finance Parties.

      "Legal Due Diligence Reports" means (a) the report entitled "Project
      Nova/Figaro Due Diligence Report Legal" dated September 1999 prepared by
      Messrs. Advokatfirman Vinge and (b) the report dated 25 November 1999
      prepared by Messrs. Bugge, Arentz-Hansen & Rasmussen, in each case
      addressed, among others, to the Finance Parties or, as the case may be,
      subject to a reliance letter in favour of the Finance Parties.

      "Lending Office" means, in relation to a Bank, the office set out under
      its name in Schedule 1 (The Banks) or in the Schedule to its relevant
      Transfer Certificate, or such other office through which that Bank's
      Commitment is maintained and through which its Participation in the
      Facilities is made and maintained under this Agreement.

      "LIBOR" means, in relation to an Advance or overdue amount in a particular
      currency and in relation to a particular Interest Period:

      (a)   the interest rate for deposits in that currency for a period equal
            to that Interest Period which appears on the screen display
            designated as "Page 248", "Page 3750", "Page 3740" or "Page 3770",
            as appropriate, on the Telerate Service (or such other screen
            display or service as may replace it for the purpose of displaying
            British Bankers' Association LIBOR Rates for deposits in that
            currency in the London interbank market) at or about 11.00 a.m. on
            the applicable Rate Fixing Day for that currency; and

      (b)   if no such interest rate appears on the Telerate Service (or such
            replacement), the arithmetic mean (rounded upwards to the nearest
            whole multiple of 1/16%) of the rates per annum (as quoted to the
            Facility Agent at its request) at which each Reference Bank was
            offering deposits in that currency in an amount comparable with that
            Advance or overdue amount, as the case may be, to leading banks in
            the London interbank market for a period equal to that Interest
            Period at or about 11.00 a.m. on the applicable Rate Fixing Day for
            that currency.

      "Listing" means the admission of any part of the share capital of Parentco
      or any Group Company to any recognised securities exchange.

      "Loans" means the Term A Loan, the Term B Loan, the Term C Loan and the
      Revolving Loan; and "Loan" shall be construed accordingly.

      "Majority Banks" means a group of Banks whose Commitments comprise at
      least 66 2/3 per cent. of the Total Commitments (taking no account, for
      the purpose of this definition, of the last sentence of sub-clause 13.2.1
      of Clause 13.2 (Acceleration etc).

      "Management" means Oeivind Isaksen, Per Haga, Filip Frankenhauser, Pertti
      Silantera and Arve Sem-Henriksen.

      "Management Accounts" has the meaning given to that term in Clause (b) of
      Clause 12.2 (Information Undertaking).

      "Mandatory Cost Rate" means the rate determined in accordance with
      Schedule 5 (Mandatory Cost Rate).

      "Margin" means:

      (a)   in respect of the Term A Loan Facility and the Revolving Credit
            Facility, subject to Clause 6.2 (Margin ratchet), 2.00 per cent. per
            annum;

      (b)   in respect of the Term B Loan Facility, 2.50 per cent. per annum;
            and

      (c)   in respect of the Term C Loan Facility, 3.00 per cent. per annum.

      "Material Adverse Effect" means a material adverse effect on the ability
      of (a) any Group Company to comply with its payment obligations under any
      Financing Document or (b) Neste to comply with its obligations under
      Clause 12.4 (Negative undertakings).

      "Material Company" means each Borrower, each Guarantor, Neste Polyester
      Inc., Dyno Chemicals Ireland Ltd. and Dyno Overlays Inc. and each other
      Subsidiary of Neste:

      (a)   whose earnings before interest, Tax, depreciation and amortisation
            (computed, mutatis mutandis, on the same basis as EBITDA) are equal
            to or greater than 5 per cent. of EBITDA; or

      (b)   whose net sales are equal to or greater than 5 per cent. of the
            aggregate net sales of the Group; or

      (c)   whose assets have a value equal to or greater than 5 per cent. of
            the aggregate value of all assets owned by the Group.

      For the purpose of paragraphs (a) and (b), earnings before interest, Tax,
      depreciation, EBITDA and amortisation and net sales shall be measured over
      a period of at least 12 months duration ending on a Quarter Date.

      "NCO Target Companies" means the NCO Group as such term is defined in the
      Neste Acquisition Agreement.

      "Neste Acquisition" means the acquisition by Neste of the Neste Shares and
      the Neste Assets pursuant to the Neste Acquisition Agreement.

      "Neste Acquisition Agreement" means the sale and purchase agreement dated
      8th October 1999 relating to the sale and purchase of the Neste Shares and
      the Neste Assets and made between (a) Neste Chemicals Oy and Neste
      Chemicals Benelux Holdings, (b) Neste, (c) Fortum Oil and Gas Oy and (d)
      Industri Kapital (but, for the avoidance of doubt, shall not include the
      Disclosure Letter).

      "Neste Assets" means the Assets as such term is defined in the Neste
      Acquisition Agreement.

      "Neste Austrian Shares" means all of the issued share capital of the
      Austrian Neste.

      "Neste Canadian Shares" means all of the issued share capital of the
      Canadian Neste.

      "Neste French Shares" means all of the issued share capital of the French
      Neste.

      "Neste Group Facilities" means the senior term loan and revolving credit
      facilities in a maximum principal amount of Euro 288,300,000 made
      available, inter alia, by the Banks to Neste pursuant to a credit
      agreement dated 30th November 1999 and the mezzanine loan facility in a
      maximum principal amount of Euro 67,275,000 made available by certain
      lenders to Neste pursuant to a mezzanine loan agreement dated 30 November
      1999.

      "Neste Investcos" means Austrian Investco I, Austrian Investco II and
      German Investco.

      "Neste Shares" means the Neste Austrian Shares, the Neste Canadian Shares,
      the Neste French Shares, the Neste Swedish Shares, the Neste US Shares and
      the Remaining Neste Shares.

      "Neste Swedish Shares" means all of the issued share capital of the
      Swedish Neste.

      "Neste US Shares" means all of the issued share capital of the US Neste.

      "Net Available Proceeds" means in relation to any Disposal by Neste, the
      Net Cash Proceeds relating to such Disposal and in the case of any
      Disposal by any other Group Company such part of the Net Cash Proceeds
      thereof as:

      (a)   such Group Company would be able lawfully to make available,
            directly or indirectly, to Neste to enable Neste to apply the same
            in prepayment of the Term Advances; and

      (b)   in the case of a Disposal by a Group Company outside the United
            Kingdom, can be repatriated to Neste without breaching any relevant
            exchange control or similar restrictions in the country where the
            Net Cash Proceeds are received by such Group Company.

      "Net Cash Proceeds" means in relation to a Disposal, the cash proceeds of
      such Disposal actually received by the Group Company concerned including,
      as at the date of actual receipt thereof any deferred consideration or
      consideration which is received, for whatever reason, otherwise than at
      the time of such Disposal, less:

      (a)   all legal, title, registration and recording taxes and expenses,
            commissions, costs, fees and expenses incidental to, incurred on and
            fairly attributable to that Disposal;

      (b)   such amount as the Auditors shall consider reasonable as provision
            against any Tax liability of any Group Company arising as a result
            of that Disposal as certified to the Facility Agent by such
            Auditors;

      (c)   in the case of a Disposal by a Subsidiary of Neste such provision as
            Neste shall consider reasonable for all costs and Taxes incurred by
            the Group and fairly attributable to up-streaming the cash proceeds
            or making any distribution in connection therewith to enable them to
            reach Neste;

      (d)   any amount paid by the Group to top up an underfunded pension scheme
            in a Subsidiary or business disposed of to the extent necessary to
            facilitate the Disposal; and

      (e)   any amount required to be paid by the Group to the proprietor of any
            Intellectual Property Rights related to the assets disposed of where
            such payment is required to enable such Intellectual Property Rights
            to be transferred with such assets to the extent necessary to
            facilitate the Disposal.

      "Norwegian Kroner" and "NOK" means the lawful currency for the time being
      of Norway.

      "Noteholder Trustee" means The Bank of New York as trustee for the holders
      of the Senior Subordinated Notes and any successor trustee.

      "Offer" means the offer for the Dyno Shares to be made by Bidco on the
      terms and conditions contained in the Offer Document.

      "Offer Document" means the document pursuant to which the Offer has been
      made.

      "Oilfield Chemicals Business" means the business carried on by certain
      Group Companies specialising in the production of the speciality oilfield
      chemicals used predominantly to facilitate oil production and
      transportation.

      "Operating Budget" means, in relation to the Group and the period starting
      not later than the date of this Agreement and ending on 31 December 2000,
      the Financial Plan, and in relation to each successive 12 month period
      thereafter during the Security Period:

      (a)   a projected balance sheet;

      (b)   a projected profit and loss account;

      (c)   a projected cash flow statement; and

      (d)   projected covenant calculations relating to each financial
            undertaking contained in Clause 12.4 (Negative undertakings),

      relative to each such period and on a month by month basis and in relation
      to (b) and (c), on both consolidated and a segment business unit by
      segment business unit basis together with the Management's commentary
      drawing on the previous period's performance and forecast market
      conditions.

      "Original Euro Amount" means:

      (a)   in relation to an Advance, or a Participation in an Advance,
            denominated in Euro, the amount of that Advance or that
            Participation, as the case may be;

      (b)   subject to paragraph (e) below, in relation to an Advance, or a
            Participation in an Advance, denominated in an Alternative Currency,
            the Euro Equivalent of the amount of that Advance or that
            Participation, as the case may be, calculated as at the Drawdown
            Date of that Advance;

      (c)   in relation to a Bank Guarantee, or that part of a Bank Indemnity
            relating to a particular Bank Guarantee, denominated in Euro, the
            Guaranteed Amount of that Bank Guarantee or the corresponding amount
            of the actual and contingent liability under that Bank Indemnity, as
            the case may be;

      (d)   in relation to a Bank Guarantee, or that part of a Bank Indemnity
            relating to a particular Bank Guarantee, denominated in an
            Alternative Currency, the Euro Equivalent of the Guaranteed Amount
            of that Bank Guarantee or the Euro Equivalent of the corresponding
            amount of the actual and contingent liability under that Bank
            Indemnity, as the case may be, calculated as at the Issue Date of
            that Bank Guarantee;

      (e)   in relation to a Term Advance denominated in an Alternative Currency
            under any Tranche or Facility listed in Column 1 of Schedule 9, or a
            Participation in any such Advance the amount in Euros set out in
            Column 2 of Schedule 9 opposite that Tranche or Facility or, as the
            case may be, the relevant portion of such amount; and

      (f)   in relation to a Term Advance to be made under Tranche A1 or Tranche
            B1 or a Participation in any such Term Advance, the equivalent in
            euros calculated on the basis of an exchange rate of euro 1:NOK
            8.0869,

      provided that if all or part of a Revolving Advance is not made or is
      repaid or prepaid or the liability of the issuer of a Bank Guarantee under
      that Bank Guarantee is permanently reduced, the "Original Euro Amount" of
      that Revolving Advance and of the Participations of the Banks in that
      Revolving Advance or, as the case may be, that Bank Guarantee and any
      related Bank Indemnities, shall be correspondingly reduced.

      "OXO Sale Agreement" means the agreement dated on or about the date of
      this Agreement made between Nordkem B.V. and Lagrummet December nr 638 AB
      (to be renamed Oxo Holding AB) relating to the sale of the entire issued
      share capital of Marmorandum Holding AB.

      "Paper Chemicals Business" means the paper chemicals business of Austrian
      Neste and its Subsidiaries and associated companies.

      "Paper Chemicals Business Sale Agreement" means the sale and purchase
      agreement relating to the Paper Chemicals Business made or to be made
      between Neste and Austrian Neste as sellers and Kemira Chemicals Oy and
      Kemira Chemie GesmbH as buyers.

      "Parentco" means Nordkemi Oy Ab, a company incorporated in Finland with
      registered number 770.353.

      "Participating Member State" means a member state of the European Union
      which has adopted or adopts the single currency in accordance with the
      Treaty establishing the European Community (as that Treaty is amended from
      time to time).

      "Participation" means, in relation to a Bank:

      (a)   and an Advance or a Loan, the part of that Advance or that Loan, as
            the case may be, made available or to be made available by that Bank
            and thereafter the part of that Advance or that Loan, as the case
            may be, owing to that Bank from time to time;

      (b)   and the Facilities, the aggregate of its Participations in each Loan
            and its liabilities under its Bank Indemnity.

      "Party" means a party to this Agreement.

      "Permitted Encumbrance" means:

      (a)   any Encumbrance created under the Financing Documents;

      (b)   any right of set-off or lien, in each case arising by operation of
            law or in the ordinary course of its day to day business;

      (c)   any retention of title to goods supplied to a Group Company in the
            ordinary course of its trading activities;

      (d)   any right of netting or set-off over credit balances on bank
            accounts of Group Companies arising in the ordinary course of the
            banking arrangements of the Group including, for the avoidance of
            doubt, as part of a cash pooling arrangement;

      (e)   any agreement entered into by a Group Company in the ordinary course
            of its trading activities to sell or otherwise dispose of any asset
            on terms whereby that asset is or may be leased to or re-acquired or
            acquired by a Group Company;

      (f)   any lien in favour of a bank over goods and documents of title to
            goods arising in the ordinary course of documentary credit
            transactions entered into in the ordinary course of its trading
            activities;

      (g)   any Encumbrance over an asset of a company which becomes a
            Subsidiary of Neste (other than by reason of its incorporation)
            after the date of this Agreement, being an Encumbrance which is in
            existence at the time at which that company becomes such a
            Subsidiary but only if (i) that Encumbrance was not created in
            contemplation of such company becoming a Subsidiary of Neste, (ii)
            the principal amount secured by that Encumbrance has not been and
            shall not be increased and (iii) that Encumbrance is discharged
            within 6 months of the date on which that company became a
            Subsidiary of Neste;

      (h)   any Encumbrance over an asset acquired by a Group Company after the
            date of this Agreement and subject to which that asset is acquired
            but only if (i) that Encumbrance was not created in contemplation of
            its acquisition by that company, (ii) the amount secured by that
            Encumbrance has not been increased in contemplation of, or since the
            date of, its acquisition by that company and (iii) that Encumbrance
            is discharged within 6 months of the date of its acquisition by that
            company;

      (i)   for the period from the Unconditional Date to and including the date
            falling 30 days thereafter, any Encumbrance over the assets of Dyno
            and its Subsidiaries existing as at the date of this Agreement;

      (j)   until the first Drawdown Date, Encumbrances securing the Neste Group
            Facilities;

      (k)   any other Encumbrance created with the consent of the Majority
            Banks;

      (l)   any Encumbrance over Dyno's future claims against the Captive
            Insurance Company securing Indebtedness under the Captive Bridging
            Loan Agreement;

      (m)   any Encumbrance in respect of cash collateral provided in respect of
            Indebtedness under the Existing Dyno Bonds; or

      (n)   any Encumbrance not otherwise permitted pursuant to paragraphs (a)
            to (l) (inclusive) in respect of any assets not exceeding, in
            aggregate, Euro 4,500,000 in value (but where the value of such
            assets which are beneficially owned by the Charging Group Companies
            does not exceed, in aggregate Euro 2,000,000).

      "Permitted Indebtedness" means:

      (a)   Indebtedness under any Financing Document;

      (b)   Indebtedness under the Intra-Group Loan Agreements;

      (c)   Indebtedness existing at the date of this Agreement between Group
            Companies;

      (d)   Indebtedness under any Finance Lease permitted under sub-clause
            12.5.1(e) of Clause 12.5 (Financial Undertakings);

      (e)   Indebtedness of any Charging Group Company to another Charging Group
            Company;

      (f)   Indebtedness of any Group Company which is not a Charging Group
            Company to another such Group Company;

      (g)   any Indebtedness that is subordinated to the Facilities on terms
            satisfactory to the Majority Banks;

      (h)   Indebtedness of any Group Company to a Charging Group Company;

      (i)   Indebtedness of any Group Company under any forward or spot foreign
            exchange contract or any interest rate or currency swap agreement or
            any other hedging or derivatives instrument or agreement provided
            that such contract, agreement or instrument is entered into by such
            Group Company in the ordinary course of its day-to-day business for
            non-speculative purposes;

      (j)   Indebtedness of Dynochem Vietnam in respect of a subsidised NORAD
            loan up to the maximum aggregate amount of NOK13,600,000;

      (k)   Indebtedness of Krems Chemie AG up to the maximum aggregate amount
            of ATS 36,500,000 in respect of three loans made by CA-BV and
            Osterreichische Investkredit;

      (l)   Indebtedness under the indemnity given in Clause 10.5 of the Neste
            Acquisition Agreement;

      (m)   Indebtedness under any cash management facility entered into by one
            or more Group Companies;

      (n)   Indebtedness under any documentary credit facility which is
            discharged within 120 days of the date such credit is issued;

      (o)   until the first Drawdown Date, Indebtedness arising under the Neste
            Group Facilities;

      (p)   Indebtedness of Dyno under the Captive Bridging Loan Agreement;

      (q)   Indebtedness of Neste under its guarantee of the Issueco Bridging
            Loan contained in the Issueco Bridging Loan Agreement;

      (r)   Indebtedness of Neste under its guarantee of the Senior Subordinated
            Notes contained in the Senior Subordinated Notes Instrument and
            under any indemnity given under the purchase agreement or the
            registration rights agreement or the Senior Subordinated Notes
            Instrument relating to the Senior Subordinated Notes;

      (s)   until the date falling 30 days after the Unconditional Date,
            Indebtedness of Dyno and its Subsidiaries which existed at the date
            of this Agreement;

      (t)   guarantees in respect of employees' Indebtedness to the extent that
            such guarantees when aggregated with loans under Clause 12.4(f)(vi)
            do not exceed Euro 1,000,000;

      (u)   until the date falling 60 days after the Unconditional Date,
            Indebtedness of Dyno under the Existing Dyno Bonds;

      (v)   Defeased Dyno Bonds Indebtedness; and

      (w)   Indebtedness not otherwise referred to in paragraphs (a) to (w)
            (inclusive) in an aggregate principal amount not exceeding Euro
            9,500,000 for the Group taken as a whole.

      "Permitted Senior Subordinated Notes Payment" means:

      (a)   a payment of interest on the Senior Subordinated Notes at a rate of
            12.25 per cent. per annum pursuant to section 4.01 of the Senior
            Subordinated Notes Indenture;

      (b)   a payment of fees, costs, indemnities, taxes and/or expenses
            pursuant to article 7 of the Senior Subordinated Notes Instrument;

      (c)   a payment of an Additional Amount (as defined in the Senior
            Subordinated Notes Instrument) pursuant to section 4.15 of the
            Senior Subordinated Notes Instrument;

      (d)   a payment of Special Interest (as defined in the Senior Subordinated
            Notes); or

      (e)   the repayment of the Senior Subordinated Notes on the Stated
            Maturity (as defined in the Senior Subordinated Notes Instrument of
            the Senior Subordinated Notes. "Polyester Business" means the
            business carried on by certain Group Companies specialising in the
            production of unsaturated polyesters and polyester gel coats.

      "Potential Default" means an event or omission which, with the giving of
      any notice or the lapse of time, in each case, under Clause 13.1
      (Default), would be a Default.

      "Property Charge" means a mortgage or charge over real property in the
      agreed form.

      "PWC Dyno Structuring Memorandum" means the memorandum prepared by
      PricewaterhouseCoopers in relation to, inter alia, the acquisition of the
      Dyno Shares.

      "PWC Tax Review Report" means the tax review report prepared by
      PricewaterhouseCoopers entitled "PWC Project Fire - Limited Tax Review
      Report" dated 24 November 1999 addressed, among others, to the Finance
      Parties or subject to a reliance letter in favour of the Finance Parties.

      "Quarter Date" means each 31 March, 30 June, 30 September and 31 December.

      "Rate Fixing Day" means, in relation to any currency and any Interest
      Period, the day on which quotes are customarily given in the London
      interbank market for deposits in that currency for delivery on the first
      day of that Interest Period, provided that if, for any such period,
      quotations would ordinarily be given on more than one date, the Rate
      Fixing Day for that period shall be the last of those dates.

      "Receiving Agent" means Orkla Enskilda Securities ASA, P O Box 1724, Vika,
      0121 Oslo, Norway in its capacity as receiving agent for acceptances under
      the terms of the Offer.

      "Reference Banks" means the principal London offices of Citibank N.A. or
      such other bank or banks as may be agreed between the Facility Agent
      (acting on the instructions of the Majority Banks) and Neste.

      "Remaining Neste Shares" means that part of the issued share capital of
      each of the NCO Target Companies acquired pursuant to the Neste
      Acquisition Agreement, other than the Neste Austrian Shares, the Neste
      Canadian Shares, the Neste French Shares, the Neste Swedish Shares and the
      Neste US Shares.

      "Reservations" means the principle that equitable remedies are remedies
      which may be granted or refused at the discretion of the court, the
      limitation of enforcement by laws relating to bankruptcy, insolvency,
      liquidation, reorganisation, court schemes, moratoria, administration and
      other laws generally affecting the rights of creditors, the time barring
      of claims, the possibility that an undertaking to assume liability for or
      to indemnify against non-payment of stamp duty may be void, defences of
      set-off or counterclaim and similar principles.

      "Restructuring Costs" means any of the restructuring costs set out in the
      cashflow statement for the year 2000 contained in the Financial Plan which
      are paid by 31 December 2001 (up to an aggregate maximum amount of Euro
      20,000,000).

      "Revolving Advance" means an advance made or to be made to a Borrower
      under the Revolving Credit Facility or, as the case may be, the
      outstanding principal amount of any such advance.

      "Revolving Credit Commitment" means, in relation to a Bank, the principal
      amount described as such set opposite its name in Schedule 1 (The Banks)
      or set out under the heading "Amount of Commitment Transferred" in the
      Schedule to any relevant Transfer Certificate, in each case as reduced or
      cancelled in accordance with this Agreement.

      "Revolving Credit Commitment Period" means the period from and including
      the date of this Agreement to but excluding the date falling 1 month
      before the Final Repayment Date in relation to the Revolving Credit
      Facility.

      "Revolving Credit Facility" means the multicurrency revolving loan and
      guarantee facility referred to in sub-clause 2.1.1(d) of Clause 2.1
      (Facilities).

      "Revolving Credit Facility Limit" means, subject to Clause 7.15
      (Cancellation of Revolving Credit Facility), Euro 100,000,000.

      "Revolving Loan" means, at any time, all Revolving Advances at that time.

      "Sale" means a disposal of all or substantially all of the business and
      assets of the Group.

      "Security Documents" means:

      (a)   any Guarantee executed by a Group Company;

      (b)   any Share Charge executed by Issueco or a Group Company;

      (c)   any Guarantee and Debenture executed by a Group Company;

      (d)   any Asset Security Document executed by a Group Company;

      (e)   any Property Charge executed by a Group Company;

      (f)   the Intercreditor Agreement; and

      (g)   any guarantee and any document creating security executed and
            delivered after the date of this Agreement as security for any of
            the obligations and liabilities of any Borrower and the other Group
            Companies under any Financing Document.

      "Security Period" means the period starting on the date of this Agreement
      and ending on the date on which all of the obligations and liabilities of
      the Group Companies under each Financing Document are discharged in full
      and none of the Finance Parties has any continuing obligation in relation
      to the Facilities.

      "Security Trustee" means Citibank International plc in its capacity as
      security trustee and agent and each successor Security Trustee appointed
      under Clause 16.2 (Payments).

      "Senior Subordinated Notes" means up to Euro 250,000,000 fixed interest
      senior subordinated notes due 2010 to be issued by Issueco and shall
      include any Exchange Notes (as defined in the Senior Subordinated Notes
      Instrument).

      "Senior Subordinated Notes Documents" means the Senior Subordinated Notes
      Instrument and the Senior Subordinated Notes.

      "Senior Subordinated Notes Instrument" means the indenture executed or to
      be executed by Issueco, Neste and the Noteholder Trustee pursuant to which
      the Senior Subordinated Notes are or will be constituted.

      "Share Charge" means any share charge or share pledge, in each case in the
      agreed form, executed or to be executed in favour of the Finance Parties
      represented by the Security Trustee over all or substantially all of the
      issued share capital of any Group Company.

      "Subsidiary" means a company, partnership or stock corporation:

      (a)   in respect of which another company, partnership or stock
            corporation holds (whether directly or indirectly) more than 50 per
            cent. of the voting rights in it; or

      (b)   in respect of which another company, partnership or stock
            corporation is a member of it and either (i) has the right to
            appoint or remove a majority of its board of directors or (ii)
            controls alone, pursuant to an agreement with other shareholders,
            members, holders of partnership interests or stockholders, more than
            50 per cent. of the voting rights in it; or

      (c)   which is a subsidiary of a company, partnership or stock corporation
            which is itself a subsidiary of that other company, partnership or
            stock corporation.

      "Surplus Cash" means, in relation to any Financial Year of Neste, the
      amount by which Cashflow for that Financial Year exceeds the aggregate of
      (a) Total Funding Costs for that Financial Year, (b) the aggregate amount
      of prepayments of the Term Loan Facilities made in that Financial Year
      pursuant to Clauses 7.6 (Mandatory Prepayment of Net Available Proceeds),
      7.8 (Mandatory Prepayment of Insurance Proceeds), 7.9 (Mandatory
      Prepayment of Vendor Payments), 7.11 (Net Cash Proceeds of the Polyester
      Business) and 7.13 (Voluntary Prepayment of Term A Loan, Term B Loan and
      Term C Loan) inclusive and (c) Euro 10,000,000 provided that for the
      purpose of this definition Cashflow shall be calculated excluding
      paragraph (m) of that definition and any amounts applied by way of Further
      Equity Injection.

      "Swedish Kroner" and "SEK" means the lawful currency for the time being of
      Sweden.

      "TARGET" means the Trans-European Real-Time Gross Settlement Express
      Transfer payment system.

      "TARGET Day" means any date on which TARGET is open for the settlement of
      payments in Euro.

      "Taxes" includes all present and future taxes, charges, imposts, duties,
      levies, deductions, withholdings or fees of any kind whatsoever, or any
      amount payable on account of or as security for any of the foregoing, by
      whomsoever on whomsoever and wherever imposed, levied, collected, withheld
      or assessed, together with any penalties, additions, fines, surcharges or
      interest relating thereto; and "Tax" and "Taxation" shall be construed
      accordingly.

      "Term A Advance" means each advance made or to be made to a Borrower under
      the Term A Loan Facility or, as the case may be, the outstanding principal
      amount of that advance, and each advance into which a Term A Advance is
      split pursuant to sub-clause 6.3.4 of Clause 7.3 (Interest Periods).

      "Term A Instalment" has the meaning given to that term in Clause 7.1
      (Repayment of Term A Loan).

      "Term A Instalment Repayment Date" has the meaning given to that term in
      Clause 7.1 (Repayment of Term A Loan).

      "Term A Loan" means, at any time, the aggregate of all Term A Advances
      outstanding at that time.

      "Term A Loan Commitment" means, in relation to a Bank, the principal
      amount described as such set opposite its name in Schedule 1 (The Banks)
      or set out under the heading "Amount of Commitment Transferred" in the
      Schedule to any relevant Transfer Certificate, in each case, as reduced or
      cancelled in accordance with this Agreement.

      "Term A Loan Facility" means the term loan facility referred to in
      sub-clause 2.1.1(a) of Clause 2.1 (Facilities).

      "Term Advances" means all and each of the Term A Advances, the Term B
      Advances and the Term C Advances and "Term Advance" shall be construed
      accordingly.

      "Term B Advance" means the advance made or to be made to a Borrower under
      the Term B Loan Facility or, as the case may be, the outstanding principal
      amount of that advance and each advance into which a Term B Advance is
      split pursuant to Clause 6.3.4.

      "Term B Instalment" has the meaning given to that term in Clause 7.2
      (Repayment of Term B Loan).

      "Term B Instalment Repayment Date" has the meaning given to that term in
      Clause 7.2 (Repayment of Term B Loan).

      "Term B Loan" means, at any time, the aggregate of all Term B Advances
      outstanding at that time.

      "Term B Loan Commitment" means, in relation to a Bank, the principal
      amount described as such set opposite its name in Schedule 1 (The Banks)
      or set out under the heading "Amount of Commitment Transferred" in the
      Schedule to any relevant Transfer Certificate, in each case, as reduced or
      cancelled in accordance with this Agreement.

      "Term B Loan Facility" means the term loan facility referred to in
      sub-clause 2.1.1(b) of Clause 2.1 (Facilities).

      "Term C Advance" means the advance made or to be made to a Borrower under
      the Term C Loan Facility or, as the case may be, the outstanding principal
      amount of that advance and each advance into which a Term C Advance is
      split to pursuant to sub-clause 6.3.4 of Clause 6.3 (Interest Periods).

      "Term C Loan" means, at any time, the aggregate of all Term C Advances
      outstanding at that time.

      "Term C Loan Commitment" means, in relation to a Bank, the principal
      amount described as such set opposite its name in Schedule 1 (The Banks)
      or set out under the heading "Amount of Commitment Transferred" in the
      Schedule to any relevant Transfer Certificate, in each case, as reduced or
      cancelled in accordance with this Agreement.

      "Term C Loan Facility" means the term loan facility referred to in
      sub-clause 2.1.1(c) (of Clause 2.1 (Facilities).

      "Term Commitment Period" means the period from and including the date of
      this Agreement to and including 31 August 2000.

      "Term Loan Borrower" means Neste or Bidco and "Term Loan Borrowers" shall
      be construed accordingly.

      "Term Loan Facilities" means all and each of the Term A Loan Facility, the
      Term B Loan Facility and the Term C Loan Facility.

      "Term Loans" means all and each of the Term A Loan, the Term B Loan and
      the Term C Loan; and "Term Loan" shall be construed accordingly;

      "Total Commitments" means the aggregate of the Commitments of the Banks.

      "Total Funding Costs" means, in relation to any period, the aggregate of:

      (a)   Total Net Interest Costs for that period;

      (b)   all scheduled repayments of the Term Loans falling due during that
            period; and

      (c)   the capital element of all rentals or, as the case may be, other
            payments payable in that period, in each case, under any Finance
            Lease entered into by any Group Company.

      "Total Net Debt" means the aggregate of:

      (a)   that part of the Indebtedness of Group Companies (excluding the
            Issueco Loans) which relates to obligations for the payment or
            repayment of money in respect of principal incurred in respect of
            (i) moneys borrowed or raised, (ii) any bond, note, loan stock,
            debenture or similar instrument, or (iii) any acceptance credit,
            bill discounting, note purchase, factoring (to the extent that there
            is recourse to a Group Company) or documentary credit facility
            (including, for the avoidance of doubt, any indebtedness under this
            Agreement);

      (b)   the principal amount of the Senior Subordinated Notes; and

      (c)   the capital element of all rentals or, as the case may be, other
            payments payable, in each case, under any Finance Lease entered into
            by any Group Company,

      less the aggregate of:

      (i)   cash at hand and at bank of the Group;

      (ii)  Cash Equivalents owned by the Group.

      "Total Net Interest Costs" means, in relation to any period, the aggregate
      of (a) all interest, commissions, periodic fees and other financing
      charges payable in cash by the Group Companies (other than to another
      Group Company) during that period (including the interest element payable
      under any Finance Lease) and (b) all interest payable in cash on the
      Senior Subordinated Notes during that period less any interest receivable
      in respect of cash balances, less any sums receivable or plus any sums
      payable by the Borrowers under any interest rate protection agreement of
      whatever description during that period, and for the avoidance of doubt
      excluding (a) any fees and commission payable in relation to the Neste
      Acquisition or the Dyno Acquisition, (b) any amounts amortised on finance
      costs and issue costs arising from the Neste Acquisition or the Dyno
      Acquisition, (c) any interest payable on the Issueco Loans and (d) any
      interest payable on the Captive Bridging Loan.

      "Total Net Senior Interest Costs" means, in relation to any period, the
      aggregate of Total Net Interest Costs for that period less all interest
      and fees payable in cash on the Senior Subordinated Notes during that
      period.

      "Total Revolving Credit Amount" means the aggregate of all Revolving
      Advances denominated in Euros, the Guaranteed Amount of all Bank
      Guarantees issued by the Issuing Bank denominated in Euros, the Euro
      Equivalent at the date of computation of all Advances denominated in
      Alternative Currencies, and the Euro Equivalent at the date of computation
      of the Guaranteed Amount of all Bank Guarantees denominated in an
      Alternative Currency.

      "Total Revolving Credit Commitments" means the aggregate of the Banks'
      Revolving Credit Commitments.

      "Total Term A Loan Commitments" means the aggregate of the Banks' Term A
      Loan Commitments.

      "Total Term B Loan Commitments" means the aggregate of the Banks' Term B
      Loan Commitments.

      "Total Term C Loan Commitments" means the aggregate of the Banks' Term C
      Loan Commitments.

      "Tranche A1", "Tranche A2" and "Tranche A3" have the meanings given to
      them respectively in sub-clause 2.1.1(a) of Clause 2.1 (Facilities),
      "Tranche B1", "Tranche B2", "Tranche B3" and "Tranche B4" have the
      meanings given to them respectively in sub-clause 2.1.1(b) of Clause 2.1
      (Facilities), and "Tranches" means any one of them.

      "Transaction Documents" means, in relation to a Group Company, each of the
      following documents to which it is a party: the Financing Documents, the
      Neste Acquisition Agreement and the Investment Agreement.

      "Transfer Certificate" means a document substantially in the form set out
      in Schedule 6 (Form of Transfer Certificate).

      "Unconditional Date" means the date the Offer becomes unconditional in all
      respects.

      "US Dollars" and "US $" means the lawful currency for the time being of
      the United States of America.

      "US Holdco" means Marmorandum Holding Company Inc., a company incorporated
      in the United States of America whose registered office is at 4400 Post
      Oak Parkway, Suite 1230, Houston, TX 77027.

      "US Neste" means Neste Chemicals Holding Inc., a company incorporated in
      the United States of America whose registered office is at 4400 Post Oak
      Parkway, Suite 1230, Houston, TX 77027.

      "VAT" means value added tax as provided for in the Value Added Tax Act
      1994 and legislation (or purported legislation and whether delegated or
      otherwise) supplemental to that Act or in any primary or secondary
      legislation promulgated by the European Community or any official body or
      agency of the European Community, and any tax similar or equivalent to
      value added tax imposed by any country other than the United Kingdom and
      any similar or turnover Tax replacing or introduced in addition to any of
      the same.

1.2   Headings
      The headings in this Agreement are for convenience only and shall be
      ignored in construing this Agreement.

1.3   Interpretation
      In this Agreement (unless otherwise provided):

      (a)   words importing the singular shall include the plural and vice
            versa;

      (b)   references to Clauses and Schedules are to be construed as
            references to the Clauses of, and schedules to, this Agreement;

      (c)   references to any Financing Document or any other document shall be
            construed as references to that Financing Document or that other
            document, as amended, varied, novated or supplemented, as the case
            may be;

      (d)   references to any statute or statutory provision include any statute
            or statutory provision which amends, extends, consolidates or
            replaces the same, or which has been amended, extended, consolidated
            or replaced by the same, and shall include any orders, regulations,
            instruments or other subordinate legislation made under the relevant
            statute;

      (e)   references to a document being "in the agreed form" means that
            document the form and content of which has been approved by the
            Facility Agent and which has endorsed on it the words "in the agreed
            form" and which is initialled by or on behalf of the Facility Agent
            and Neste;

      (f)   references to "assets" shall include revenues and property and the
            right to revenues and property and rights of every kind, present,
            future and contingent and whether tangible or intangible (including
            uncalled share capital);

      (g)   the words "including" and "in particular" shall be construed as
            being by way of illustration or emphasis only and shall not be
            construed as, nor shall they take effect as, limiting the generality
            of any preceding words;

      (h)   the words "other" and "otherwise" shall not be construed ejusdem
            generis with any foregoing words where a wider construction is
            possible;

      (i)   references to a "person" shall be construed so as to include that
            person's assigns, transferees or successors in title and shall be
            construed as including references to an individual, firm,
            partnership, joint venture, company, corporation, body corporate,
            unincorporated body of persons or any state or any agency of a
            state;

      (j)   where there is a reference in this Agreement to any amount, limit or
            threshold specified in Euro, in ascertaining whether or not that
            amount, limit or threshold has been attained, broken or achieved, as
            the case may be, a non-Euro amount shall be counted on the basis of
            the Euro Equivalent of that amount;

      (k)   accounting terms shall be construed so as to be consistent with IAS;
            and

      (l)   references to time are to London time.

1.4   Third Party Rights
      A person who is not a party to this Agreement has no right under the
      Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
      Agreement.

2.    FACILITIES

2.1   Facilities
      2.1.1 Subject to the terms of this Agreement the Banks agree to make
            available:

            (a)   a term A loan facility in an Original Euro Amount of Euro
                  189,841,693 in three tranches as follows:

                  (i)   to Bidco, a tranche ("Tranche A1") of up to NOK
                        843,333,333 to be drawn down in Norwegian Kroner;

                  (ii)  to Neste, a tranche ("Tranche A2") of US$ 44,666,667 to
                        be drawn down in US Dollars;

                  (iii) to Neste, a tranche ("Tranche A3") of Can$ 50,666,667 to
                        be drawn down in Can Dollars;

            (b)   a term B loan facility in an Original Euro Amount of Euro
                  94,920,847 in four tranches as follows:

                  (i)   to Bidco, a tranche ("Tranche B1" of NOK 167,533,089 to
                        be drawn down in Norwegian Kroner;

                  (ii)  to Neste, a tranche ("Tranche B2") of NOK 254,133,577 to
                        be drawn down in Norwegian Kroner;

                  (iii) to Neste, a tranche ("Tranche B3") of US$ 22,333,333 to
                        be drawn down in US Dollars; and

                  (iv)  to Neste, a tranche ("Tranche B4") of Can$ 25,333,333 to
                        be drawn down in Can Dollars;

            (c)   to Neste a term C loan facility in the Original Euro Amount of
                  Euro 94,786,533 to be drawn down in US Dollars in the amount
                  of US$86,000,000; and

            (d)   to the Borrowers, a multicurrency revolving loan and guarantee
                  facility in the maximum principal amount of Euro 100,000,000.

      2.1.2 Notwithstanding any other term of this Agreement:

            (a)   the Original Euro Amount of all the Term A Advances shall not,
                  at any time, exceed the Total Term A Loan Commitments;

            (b)   the Original Euro Amount of all the Term B Advances shall not,
                  at any time, exceed the Total Term B Commitments;

            (c)   the Original Euro Amount of all the Term C Advances shall not,
                  at any time, exceed the Total Term C Commitments; and

            (d)   the aggregate of the Original Euro Amount of all Revolving
                  Advances and Bank Guarantees issued by the Issuing Bank shall
                  not, at any time, exceed the Total Revolving Credit
                  Commitments.

2.2   Obligations several
      2.2.1 The obligations of each of the Finance Parties under this Agreement
            are several.

      2.2.2 The failure of a Finance Party to carry out its obligations under
            this Agreement shall not relieve any other Party of any of its
            obligations under this Agreement.

      2.2.3 None of the Finance Parties shall be responsible for the obligations
            of any other Party under this Agreement.

2.3   Rights several
      2.3.1 The rights of each Finance Party under this Agreement are several.
            All amounts due, and obligations owed, to each of them are separate
            and independent debts or, as the case may be, obligations.

      2.3.2 Each Finance Party may, except as otherwise stated in this
            Agreement, separately enforce its rights under this Agreement.

      2.3.3 Neste shall, and it shall procure that each Charging Group Company
            will, with the agreement of each of the Finance Parties, pay sums
            equal to any sums owing to any Finance Party under any of the
            Financing Documents to the Security Trustee as joint and several
            creditor thereof when and to the extent due from it under the terms
            of such Financing Documents to such bank account as the Security
            Trustee may direct.

      2.3.4 For the purposes of taking security as contemplated by the Security
            Documents governed by the laws of Austria, Belgium, Finland, France,
            Norway and The Netherlands the Security Trustee shall be the joint
            and several creditor (together with each other Finance Party) of
            each and every obligation of any Charging Group Company towards such
            Finance Party under any Financing Documents, so that accordingly the
            Security Trustee will have its own independent right to demand
            performance by the relevant Charging Group Company of those
            obligations, and such obligations will be discharged by and to the
            extent of any discharge thereof either to the Security Trustee or to
            the relevant Finance Party.

2.4   Additional Borrowers
      2.4.1 Neste may, on giving notice to the Facility Agent, nominate a
            Charging Group Company incorporated in Norway, Canada, the USA or
            any country within the European Union as an additional Borrower.

      2.4.2 Neste may, on giving notice to the Facility Agent and subject to the
            consent of each Bank, nominate a Charging Group Company incorporated
            outside the jurisdictions specified in sub-clause 2.4.1 as an
            additional Borrower.

      2.4.3 A Charging Group Company wishing to become an additional Borrower
            shall execute and deliver a Deed of Accession to the Facility Agent
            together with all the documents referred to in the Schedule to that
            Deed of Accession, each in form and substance satisfactory to the
            Facility Agent acting reasonably.

      2.4.4 A Charging Group Company shall accede to this Agreement as a
            Borrower on the Facility Agent counter-signing the relevant Deed of
            Accession.

      2.4.5 Each Party authorises the Facility Agent to execute on its behalf a
            Deed of Accession delivered to the Facility Agent in accordance with
            the terms of this Clause 2.4 (Additional Borrowers).

2.5   Restructuring of Term Loan Facilities
      Each of the Parties agrees that it is its intention that by 31 December
      2000 this Agreement be amended (and, if necessary, restated) to enable so
      much of the Term Loans as is possible to be borrowed by Subsidiaries of
      Neste and that it will negotiate in good faith and enter into such
      documentation as may be necessary to achieve the same. Neste hereby
      confirms that it is its intention to enable at least 50 per cent. of the
      Term Loans to be borrowed by such Subsidiaries.

2.6   Purpose of the Term Loan Facilities
      2.6.1 The proceeds of the Term A Advances (other than under Tranche A1),
            the Term B Advances (other than under Tranche B1 and Tranche B2) and
            the Term C Loan Facility shall only be used to refinance, directly
            or indirectly, the Neste Group Facilities.

      2.6.2 The proceeds of Tranche A1, Tranche B1 and Tranche B2 shall only be
            used to:

            (a)   pay the consideration payable by Bidco for the Dyno Shares
                  purchased by it pursuant to the Offer or pursuant to the
                  mandatory offer which Bidco will issue pursuant to the
                  Norwegian Securities Trading Act chapter 4 and the procedure
                  as to compulsory transfer of shares in a subsidiary pursuant
                  to the Norwegian Act relating to Public Limited Liability
                  Companies (ASA) section 4-26, which Bidco will undertake after
                  completion of the mandatory offer;

            (b)   pay the Acquisition Costs relating to the Dyno Acquisition;
                  and

            (c)   refinance the existing Indebtedness of Dyno and its
                  Subsidiaries.

2.7   Purpose of the Revolving Credit Facility

      2.7.1 The proceeds of Revolving Advances shall only be used by each
            Borrower:

            (a)   for the general corporate purposes of that Borrower (but not
                  to make prepayments of the Term Loans or any payments in
                  respect of the Issueco Loan and not to acquire any business or
                  shares or securities of any company);

            (b)   to repay maturing Revolving Advances; and

            (c)   for the purposes set out in Clause 2.6.2(a) but only up to the
                  maximum aggregate amount of Euro 20,000,000.

      2.7.2 Bank Guarantees shall be issued by the Issuing Bank for the general
            corporate purposes of the relevant Borrower.

2.8   Undertaking by the Borrowers
      Each Borrower undertakes that it will only utilise the Facilities as
      permitted by Clauses 2.6 and 2.7 (Purpose).

2.9   No liability
      None of the Finance Parties shall be concerned as to the use or
      application of the proceeds of the Advances or the use or applications of
      amounts made available under any Facility.

3.    CONDITIONS PRECEDENT

3.1   Conditions precedent
      Notwithstanding any other term of this Agreement, none of the Finance
      Parties shall be under any obligation to make the Facilities available to
      the Borrowers unless the Facility Agent has notified Neste that all the
      conditions set out in Part I of Schedule 2 have been satisfied or waived
      on or prior to 8 August 2000.

3.2   Confirmation of satisfaction
      The Facility Agent shall, at the request of Neste, certify whether or not
      any one or more of the conditions set out in Part I of Schedule 2
      (Conditions Precedent) have been satisfied or, as the case may be, waived.

4.    UTILISATION OF THE FACILITIES

4.1   Drawdown of Term A Loan Facility
      4.1.1 Subject to the other terms of this Agreement, the Term A Loan
            Facility shall be drawn down:

            (a)   by Neste in one Term A Advance under each of Tranches A2 and
                  A3 simultaneously with the making of the first Term Advance
                  under any of Tranches A1, B1 or B2 or under the Term C Loan
                  Facility when requested by Neste by means of a Drawdown Notice
                  in accordance with Clause 4.7 (Drawdown Notice);

            (b)   by Bidco in one or more Term A Advances under Tranche A1 at
                  any time during the Term Commitment Period in each case when
                  requested by Neste by means of a Drawdown Notice in accordance
                  with Clause 4.7 (Drawdown Notice).

      4.1.2 No drawdown of the Term A Loan Facility may be made unless a Term B
            Advance and a Term C Advance has been, or simultaneously with the
            drawdown of the first Term A Advance, is made.

4.2   Drawdown of Term B Loan Facility
      4.2.1 Subject to the other terms of this Agreement, the Term B Loan
            Facility shall be drawn down:

            (a)   by Neste in one Term B Advance under each of Tranches B2, B3
                  and B4 simultaneously with the making of the first Term
                  Advance under any of Tranches A1 or B1 or under the Term C
                  Loan Facility when requested by Neste by means of a Drawdown
                  Notice in accordance with Clause 4.7 (Drawdown Notice); and

            (b)   by Bidco in one or more Term B Advances under Tranche B1 at
                  any time during the Term Commitment Period, in each case when
                  requested by Neste by means of a Drawdown Notice in accordance
                  with Clause 4.7 (Drawdown Notice).

      4.2.2 No drawdown of the Term B Loan Facility may be made unless a Term C
            Advance has been or, simultaneously with the drawdown of the first
            Term B Advance, is made.

4.3   Drawdown of Term C Loan Facility
      Subject to the other terms of this Agreement, the Term C Loan Facility
      shall be drawn down in one Term C Advance at any time during the Term
      Commitment Period when requested by Bidco by means of a Drawdown Notice in
      accordance with Clause 4.7 (Drawdown Notice).

4.4   Limitations applicable to Term Advances
      The following limitations apply to Term Advances:

      (a)   the Drawdown Date of a Term Advance shall be a Business Day during
            the Term Commitment Period;

      (b)   the principal amount of a Term Advance under Tranches A1 and B1
            shall be a minimum amount of Euro 3,000,000 and an integral multiple
            of Euro 1,000,000;

      (c)   no Term Advance under Tranche A1 shall be made unless Tranche B1 and
            the Term C Loan Facility have been drawn down in full;

      (d)   no Term Advance under Tranche B1 shall be made unless the Term C
            Loan Facility has been drawn down in full; and

      (e)   no more than 8 Term Advances under Tranches A1 and B1 may be
            outstanding at any one time.

4.5   Utilisation of Revolving Credit Facility
      4.5.1 Subject to the other terms of this Agreement, Revolving Advances
            shall be made to any Borrower and Bank Guarantees shall be issued by
            the Issuing Bank for the account of any Borrower at any time during
            the Revolving Credit Commitment Period when requested by that
            Borrower by means of a Drawdown Notice in accordance with Clause 4.7
            (Drawdown Notice) or, as the case may be, a Bank Guarantee Request
            in accordance with Clause 4.12 (Bank Guarantee Request). At close of
            business on the last day of the Revolving Credit Commitment Period
            the Revolving Credit Facility shall cease to be available for
            utilisation.

      4.5.2 No utilisation of the Revolving Credit Facility may be made unless a
            Term Advance has been or, simultaneously with the making of such
            utilisation is, made.

      4.5.3 Neste will procure that after 31 July 2003 either for 2 periods of 5
            successive days or, one period of 10 successive days, in each of its
            Financial Years the aggregate of all Revolving Advances shall not
            exceed Euro 10,000,000.

      4.5.4 The following limitations apply to Revolving Advances:

            (a)   the Drawdown Date of a Revolving Advance shall be a Business
                  Day during the Revolving Credit Commitment Period; (b) the
                  principal amount of a Revolving Advance denominated in Euro
                  shall be:

                  (i)   a minimum amount of Euro 2,000,000 and an integral
                        multiple of Euro 1,000,000; or

                  (ii)  the amount of the Available Revolving Credit Facility;

            (c)   the principal amount of a Revolving Advance denominated in an
                  Alternative Currency shall be in an Original Euro Amount of at
                  least Euro 2,000,000 and a round amount in that currency as
                  the Facility Agent and Neste may agree (acting reasonably); or

            (d)   no Revolving Advance shall be made if the making of that
                  Revolving Advance would result in the aggregate of the
                  Original Euro Amount of all Revolving Advances and Bank
                  Guarantees issued by the Issuing Bank exceeding the Revolving
                  Credit Facility Limit;

            (e)   no more than 10 Revolving Advances may be outstanding at any
                  one time; and

            (f)   in the case of a Revolving Advance denominated in an
                  Alternative Currency, the requirements of Clause 5
                  (Alternative Currencies) are met.

4.6   Conditions to each Advance
      4.6.1 Subject to sub-clause 4.6.2 of this Clause 4.6 (Conditions to each
            Advance), the obligation of each Bank to make available its
            Participation in an Advance is subject to the conditions that on the
            date on which the relevant Drawdown Notice is given and on the
            relevant Drawdown Date:

            (a)   the representations and warranties in Clause 11
                  (Representations and Warranties) to be repeated on those dates
                  are correct and will be correct immediately after the Advance
                  is made; and

            (b)   no Default or Potential Default has occurred and is continuing
                  or would occur on the making of the Advance.

      4.6.2 In respect of a Revolving Advance to be made for the sole purpose of
            either:

            (a)   repaying an outstanding Revolving Advance in a matching
                  amount; or

            (b)   if demand is made under a Bank Guarantee issued by the Issuing
                  Bank, paying the amount guaranteed or otherwise assured under
                  that Bank Guarantee or reimbursing the Issuing Bank in respect
                  of the amount paid by the Issuing Bank under that Bank
                  Guarantee,

            the Revolving Advance shall be made, notwithstanding the occurrence
            and continuation of a Default or a Potential Default or any of the
            representations and warranties to be repeated not being correct,
            unless the Facility Agent shall have served a Default Notice.

4.7   Drawdown Notice
      4.7.1 Whenever a Borrower wishes to draw down an Advance, it shall give a
            duly completed Drawdown Notice to the Facility Agent to be received
            not later than 11.00 a.m. on the third Business Day before the
            relevant Drawdown Date (or in the case of an Advance to be
            denominated in Sterling, not later than 11.00 a.m. on the first
            Business Day before that Drawdown Date) or, in either case, such
            later time as the Facility Agent may agree.

      4.7.2 A Drawdown Notice shall be irrevocable and the relevant Borrower
            shall be obliged to borrow in accordance with its terms.

4.8   Notification to Banks
      The Facility Agent shall promptly notify each Bank of the details of each
      Drawdown Notice received by it.

4.9   Participations
      4.9.1 Subject to the terms of this Agreement, each Bank acting through its
            Lending Office shall make available to the Facility Agent on the
            Drawdown Date for an Advance an amount equal to its Participation in
            the amount and currency specified in the Drawdown Notice for that
            Advance.

      4.9.2 For the purposes of sub-clause 4.9.1:

            (a)   the Participation of a Bank in a Term A Advance, a Term B
                  Advance or a Term C Advance shall be the proportion of that
                  Term A Advance, Term B Advance or, as the case may be, Term C
                  Advance equal to the proportion borne by that Bank's Term A
                  Loan Commitment to the Total Term A Commitments, that Bank's
                  Term B Loan Commitment to the Total Term B Loan Commitments
                  or, as the case may be, that Bank's Term C Loan Commitment to
                  the Total Term C Loan Commitments on the Drawdown Date of that
                  Advance; and

            (b)   the Participation of a Bank in a Revolving Advance shall be
                  the proportion of that Revolving Advance equal to the
                  proportion borne by that Bank's Available Revolving Credit
                  Commitment to the Available Revolving Credit Facility on the
                  Drawdown Date of that Advance.

4.10  Limitations on Bank Guarantees
      The following limitations apply to Bank Guarantees issued by the Issuing
      Bank:

      (a)   the relevant Issue Date of each Bank Guarantee shall be a Business
            Day during the Revolving Credit Commitment Period;

      (b)   each Bank Guarantee shall be issued by the Issuing Bank in a form
            approved by the Issuing Bank;

      (c)   without prejudice to sub-clause 4.10(b), each Bank Guarantee shall,
            unless the Issuing Bank otherwise agrees:

            (i)   be denominated in Euro or an Alternative Currency; and

            (ii)  state on its face the maximum amount payable under it and its
                  expiry date;

      (d)   no Bank Guarantee shall be issued under which a claim could be made
            at any time after the Final Repayment Date in relation to the
            Revolving Credit Facility unless the Issuing Bank otherwise agrees
            on condition that on the Final Repayment Date in relation to the
            Revolving Credit Facility the Borrower on whose behalf the Bank
            Guarantee is to be issued shall provide full cash collateral on
            terms reasonably satisfactory to the Issuing Bank in the currency of
            the Bank Guarantee equal to the Guaranteed Amount of the Bank
            Guarantee;

      (e)   no Bank Guarantee shall be issued if the issuing of that Bank
            Guarantee would result in the aggregate of the Original Euro Amount
            of all Revolving Advances and Bank Guarantees issued by the Issuing
            Bank exceeding the Revolving Credit Facility Limit; and

      (f)   no more than 25 Bank Guarantees may be outstanding at any one time.

4.11  Conditions to each Bank Guarantee
      The obligation of the Issuing Bank to issue a Bank Guarantee is subject to
      the conditions that on the date on which the relevant Bank Guarantee
      Request is given and on the relevant Issue Date:

      (a)   the representations and warranties in Clause 11 (Representations and
            Warranties) to be repeated on those dates are correct and will be
            correct immediately after the Bank Guarantee is issued; and

      (b)   no Default or Potential Default has occurred and is continuing or
            would occur on the issue of the Bank Guarantee.

4.12  Bank Guarantee Request
      4.12.1 Whenever a Borrower wishes a Bank Guarantee to be issued by the
             Issuing Bank, it shall give the Facility Agent a duly completed
             Bank Guarantee Request together with a draft of the proposed Bank
             Guarantee to be received not later than 5 Business Days prior to
             the relevant Issue Date. The Issuing Bank shall provide the
             Facility Agent with a copy of the form of the Bank Guarantee to be
             issued by the Issuing Bank at least 2 Business Days prior to the
             relevant Issue Date.

      4.12.2 The Facility Agent shall promptly provide the Issuing Bank and each
             Bank with a copy of each Bank Guarantee Request and proposed Bank
             Guarantee received by it.

4.13  Counter indemnity from the Borrowers
      4.13.1 Each Borrower shall:

             (a)  indemnify and keep indemnified the Issuing Bank and each Bank
                  (each an "Indemnified Person") from and against all actions,
                  suits, proceedings, claims or demands (in each case, brought
                  or made by third parties), liabilities, damages, costs,
                  expenses, losses and charges in relation to or arising out of
                  any Bank Guarantee issued by the Issuing Bank for the account
                  of such Borrower and each Bank Indemnity insofar as it relates
                  thereto save where the same arise as a result of the
                  Indemnified Person's negligence or wilful default; and

             (b)  pay to the Issuing Bank for its own account or to the Facility
                  Agent for the account of the Banks, as the case may be, on
                  demand the amount of all payments made (whether directly or by
                  way of set-off, counterclaim or otherwise) and all losses,
                  costs and expenses suffered or incurred by the Issuing Bank
                  and the Banks under or by reason of each such Bank Guarantee
                  and each Bank Indemnity insofar as it relates thereto.

      4.13.2 The Issuing Bank is irrevocably authorised by each Borrower to
             comply with the terms of any demand served or purporting to be
             served on the Issuing Bank pursuant to any Bank Guarantee issued by
             the Issuing Bank without any reference to, or further authority
             from, any Borrower and without any enquiry into the justification
             for that demand or its validity (save for verification of any
             documents delivered under the terms of the Bank Guarantee in
             question for apparent good order in accordance with the Uniform
             Customs and Practice for Documentary Credits). Any payment which
             the Issuing Bank shall make in accordance or purporting to be in
             accordance with such a demand shall be binding on each Borrower and
             be accepted by each Borrower as conclusive and binding evidence
             that the Issuing Bank was liable to comply with the terms of such
             demand and was liable to do so in the manner and for the amount in
             which the Issuing Bank effected such compliance.

      4.13.3 The liability of any Borrower under this Clause 4.13 (Counter
             indemnity from the Borrowers) shall not be discharged, lessened or
             impaired by any time being given or by any thing being done or
             other circumstance whatsoever which, but for this provision, would
             or might operate to exonerate or discharge that Borrower.

      4.13.4 The Borrower Indemnities shall constitute and be a continuing
             security to the Issuing Bank and the Banks and shall extend to each
             Bank Guarantee issued by the Issuing Bank and each Bank Indemnity
             as they may be varied, modified, amended or extended.

      4.13.5 The Issuing Bank may claim under any Borrower Indemnity or under
             any Bank Indemnity in such order as the Issuing Bank shall think
             fit.

4.14  Counter indemnity from the Banks
      4.14.1 Each Bank shall:

             (a)  indemnify the Issuing Bank and keep the Issuing Bank
                  indemnified (in the proportion which its Revolving Credit
                  Commitment bears to the Total Revolving Credit Commitments)
                  from and against all actions, suits, proceedings, claims,
                  demands (in each case, brought or made by third parties),
                  liabilities, damages, costs, expenses, losses and charges in
                  relation to or arising out of any Bank Guarantee issued by the
                  Issuing Bank save where the same arise as a result of the
                  Issuing Bank's negligence or wilful default; and

             (b)  pay to the Issuing Bank on demand its relevant proportion of
                  the amount of all payments made (whether directly or by way of
                  set-off, counterclaim or otherwise) and all losses, costs and
                  expenses suffered or incurred by the Issuing Bank under or by
                  reason of each such Bank Guarantee.

      4.14.2 The Issuing Bank is irrevocably authorised by each Bank to comply
             with the terms of any demand served or purporting to be served on
             the Issuing Bank pursuant to any Bank Guarantee issued by the
             Issuing Bank without any reference to, or further authority from,
             any Bank and without any enquiry into the justification for that
             demand or its validity (save for verification of any documents
             delivered under the terms of the Bank Guarantee in question for
             apparent good order in accordance with the Uniform Customs and
             Practice for Documentary Credits). Any payment which the Issuing
             Bank shall make in accordance or purporting to be in accordance
             with such a demand shall be binding on each Bank and be accepted by
             each Bank as conclusive and binding evidence that the Issuing Bank
             was liable to comply with the terms of such demand and was liable
             to do so in the manner and for the amount in which the Issuing Bank
             effected such compliance.

      4.14.3 The liability of any Bank under this Clause 4.14 (Counter indemnity
             from the Banks) shall not be discharged, lessened or impaired by
             any time being given or by any thing being done or other
             circumstance whatsoever which, but for this provision, would or
             might operate to exonerate or discharge that Bank.

      4.14.4 The Bank Indemnities shall constitute and be a continuing security
             to the Issuing Bank and shall extend to each Bank Guarantee issued
             by the Issuing Bank as it may be varied, modified, amended or
             extended.

      4.14.5 The Issuing Bank may claim under any Bank Indemnity or under any
             Borrower Indemnity in such order as the Issuing Bank shall think
             fit.

      4.14.6 For the avoidance of doubt, each Bank Indemnity shall extend to any
             interest expressed to be due from a Borrower pursuant to Clause
             4.15 (Interest on payments) in respect of any payment, loss, cost
             or expense made, suffered or incurred by the Issuing Bank under or
             by reason of any Bank Guarantee issued by the Issuing Bank.

4.15  Interest on payments
      Each Borrower shall pay to the Facility Agent for the account of the
      Issuing Bank or the account of the Banks, as the case may be, interest on
      the amount of each payment, loss, cost and expense made, suffered or
      incurred by the Issuing Bank or any Bank under or by reason of any Bank
      Guarantee issued by the Issuing Bank and any Bank Indemnity from and
      including the date upon which such payment, loss, cost or expense is made,
      suffered or incurred up to and including the date upon which payment or
      reimbursement of such amount is demanded from that Borrower. The amount of
      such interest shall be calculated in accordance with Clause 6.4 (Default
      interest). For the avoidance of doubt, interest on sums demanded under
      Clause 4.14 (Counter indemnity for the Banks) shall also accrue in
      accordance with Clause 6.4 (Default interest).

5.    ALTERNATIVE CURRENCIES

5.1   Requests for Alternative Currency
      Subject to Clause 5.2 (Availability), a Borrower may request in a Drawdown
      Notice that a Revolving Advance be denominated in an Alternative Currency.

5.2   Availability
      A Borrower may not request that a Revolving Advance be denominated in an
      Alternative Currency unless the Facility Agent has confirmed promptly to
      that Borrower that the Alternative Currency is available for drawing under
      the Revolving Credit Facility.

5.3   Notification to Banks
      The Facility Agent shall promptly notify each Bank of the currency and the
      Original Euro Amount of each Revolving Advance.

5.4   No Alternative Currency
      If, no later than 10.00 a.m. on the second Business Day before the first
      day of an Interest Period in relation to a Revolving Advance which is
      proposed to be denominated in an Alternative Currency, a Bank notifies the
      Facility Agent that:

      5.4.1 for whatever reason it is impracticable for that Bank to fund its
            Participation in that Revolving Advance in the proposed Alternative
            Currency in the ordinary course of business in the London interbank
            market; or

      5.4.2 central bank or other governmental authorisation in the country of
            the proposed Alternative Currency is required to permit its use by
            that Bank for the making of that Revolving Advance and the
            authorisation has not been obtained or is not in full force and
            effect or is subject to unacceptable conditions; or

      5.4.3 the use of the proposed Alternative Currency is restricted or
            prohibited by any request, directive, regulation or guideline of any
            governmental body, agency, department or regulatory or other
            authority (whether or not having the force of law) in accordance
            with which that Bank is accustomed to act,

      the Facility Agent shall notify Neste and the Banks by 11.00 a.m. on the
      same day. In this event, Neste and the Banks may agree that the Revolving
      Advance shall not be made, provided that, in the absence of such agreement
      by 12.00 noon on the same day, the Revolving Advance shall be denominated
      in Euro during that Interest Period.

5.5   Exchange rate movements
      5.5.1 If on any Quarter Date:

            (a)   the Total Revolving Credit Amount exceeds the Revolving Credit
                  Facility Limit; and

            (b)  the Facility Agent determines that the Euro Equivalent
                 (calculated on that Quarter Date) of the Guaranteed Amount of
                 all Bank Guarantees denominated in an Alternative Currency
                 shall be greater than the Original Euro Amount of those Bank
                 Guarantees by 5 per cent. or more,

            the relevant Borrowers shall, within 2 Business Days of receiving
            the Facility Agent's demand so to do, pay to the credit of their
            respective Collateral Accounts (as defined in sub-clause 5.5.3) such
            amounts in the relevant Alternative Currencies to ensure that the
            aggregate of (i) the Original Euro Amount of those Bank Guarantees
            and (ii) the Euro Equivalent (calculated on that Quarter Date) of
            all sums standing to the credit of the Collateral Accounts on that
            Quarter Date shall, after the crediting of such amounts, equal the
            Euro Equivalent (calculated on that Quarter Date) of the Guaranteed
            Amount of those Bank Guarantees.

      5.5.2 On each Quarter Date, provided that no Default has occurred and is
            continuing, the Borrowers may withdraw such amounts standing to the
            credit of the Collateral Accounts (as determined by the Facility
            Agent and comprised of such Alternative Currencies as the Facility
            Agent may select) to ensure that, after payment of such amounts, the
            aggregate of (a) the Original Euro Amount of all Bank Guarantees
            denominated in an Alternative Currency and (b) the Euro Equivalent
            (calculated on that Quarter Date) of all sums, if any, standing to
            the credit of the Collateral Accounts on that Quarter Date is equal
            to the Euro Equivalent (calculated on that Quarter Date) of the
            Guaranteed Amount of those Bank Guarantees.

      5.5.3 In this Clause 5.5 (Exchange Rate Movements), a "Collateral Account"
            means, in relation to a Borrower and an Alternative Currency, an
            account of that Borrower in that currency held with such bank as the
            Facility Agent may nominate and designated as being in respect of
            Bank Guarantees issued by the Issuing Bank at the request of that
            Borrower.

      5.5.4 On the first occasion a Borrower is obliged to make a payment to a
            Collateral Account, it shall open that Collateral Account and charge
            the same to the Facility Agent (as agent and trustee for itself, the
            Issuing Bank and the Banks) on terms satisfactory to the Facility
            Agent acting reasonably.

      5.5.5 Except as expressly permitted in this Clause 5.5 (Exchange Rate
            Movements), no Borrower may withdraw any amount from a Collateral
            Account.

6.    INTEREST

6.1   Interest rate
      Interest shall accrue on each Advance from and including the relevant
      Drawdown Date to but excluding the date the Advance is repaid at the rate
      determined by the Facility Agent to be the aggregate of:

      (a)   the Margin;

      (b)   LIBOR; and

      (c)   the Additional Cost Rate.

6.2   Margin ratchet
      6.2.1  In respect of each Financial Year of Neste beginning after 31
             December 2001, the Margin in relation to the Term A Loan Facility
             and the Revolving Credit Facility shall reduce or increase in
             accordance with the other provisions of this Clause 6.2 (Margin
             Ratchet), provided that the Margin shall at no time be greater than
             2.00 per cent. per annum or less than 1.25 per cent. per annum.

      6.2.2  In this Clause 6.2 (Margin Ratchet), "Relevant Financial Year"
             means, in relation to a Financial Year of Neste, the immediately
             preceding Financial Year of Neste.

      6.2.3  Subject to the other provisions of this Clause 6.2, in respect of a
             Financial Year of Neste beginning after 31 December 2001, the
             Margin in relation to the Term A Loan Facility and the Revolving
             Credit Facility shall be 1.75 per cent. per annum if the ratio of
             Total Net Debt to EBITDA for the Relevant Financial Year is less
             than or equal to 4.00:1 but, after 31 December 2002, is greater
             than or equal to 3.50:1.

      6.2.4  Subject to the other provisions of this Clause 6.2 (Margin
             Ratchet), in respect of a Financial Year of Neste beginning after
             31 December 2002, the Margin in relation to the Term A Loan
             Facility and the Revolving Credit Facility shall be in relation to
             the Term A Loan Facility and the Revolving Credit Facility shall be
             1.50 per cent. per annum if the ratio of Total Net Debt to EBITDA
             for the Relevant Financial Year is less than or equal to 3.50:1
             but, after 31 December 2003, is greater than or equal to 3.00:1.

      6.2.5  Subject to the other provisions of this Clause 6.2 (Margin
             Ratchet), in respect of a Financial Year of Neste beginning after
             31 December 2003, the Margin in relation to the Term A Loan
             Facility and the Revolving Credit Facility shall be 1.25 per cent.
             per annum if the ratio of Total Net Debt to EBITDA for the Relevant
             Financial Year is less than or equal to 3.00:1.

      6.2.6  In relation to a Financial Year of Neste, for the purpose of this
             Clause 6.2 (Margin Ratchet), any reduction or increase in the
             Margin in relation to the Term A Loan Facility and the Revolving
             Credit Facility shall be determined on the day immediately
             following receipt by the Facility Agent of the Management Accounts
             for December in the Relevant Financial Year. Any reduction or
             increase shall, subject to sub-clause 6.2.7, take effect on the
             fifth day following receipt by the Facility Agent of those
             Management Accounts. If Neste does not deliver the relevant
             Management Accounts to the Facility Agent in accordance with the
             terms of sub-clause (a)(b) of Clause 12.2 (Information
             undertakings), the Margin in relation to the Term A Loan Facility
             and the Revolving Credit Facility shall, as from the date
             immediately following the last date on which such Management
             Accounts should have been delivered to the Facility Agent pursuant
             to sub-clause (a)(b) of Clause 12.2 (Information undertakings)
             (other than where such non-delivery is beyond the control of Neste)
             until the date once such Management Accounts have been so
             delivered, be reinstated to 2.00 per cent.

      6.2.7  Where in respect of a Financial Year of Neste, the Margin in
             relation to the Term A Loan Facility and the Revolving Credit
             Facility has been adjusted on the basis of Management Accounts and
             the Accounts for the Relevant Financial Year show that such
             adjustment should not have been made, the said adjustment shall be
             cancelled on the next Interest Date to occur after delivery of
             those Accounts to the Facility Agent and the Borrowers and the
             Banks shall promptly make such payments as may be necessary to put
             themselves in the position they would have been had no such
             adjustment been made.

      6.2.8  Notwithstanding any other term of this Clause 6.2 (Margin Ratchet),
             if at the time a decrease in the Margin in relation to the Term A
             Loan Facility and the Revolving Credit Facility is to take effect a
             Default or Potential Default is continuing, such decrease shall not
             take effect unless and until such Default or Potential Default
             ceases to be continuing or is waived.

      6.2.9  For the avoidance of doubt, if in respect of a Financial Year of
             Neste, none of the conditions set out in sub-clauses 6.2.3, 6.2.4
             or 6.2.5 are satisfied in relation to the Relevant Financial Year,
             the Margin for that Financial Year of Neste in relation to the Term
             A Loan Facility and the Revolving Credit Facility shall be 2.00 per
             cent. per annum.

6.3   Interest Periods
      6.3.1  Interest payable on each Advance shall be calculated by reference
             to Interest Periods of 1, 3 or 6 months duration (or such other
             Interest Period as the Facility Agent, acting on the instructions
             of all the Banks, may allow) as selected by the relevant Borrower
             in accordance with this Clause 6.3 (Interest Periods) provided that
             until 15 November 2000, or, if earlier, the close of the primary
             syndication of the Facilities, Interest Periods shall not be longer
             than 1 month and the first Interest Period for any Advance shall be
             1 week.

      6.3.2  The relevant Borrower shall select an Interest Period for a
             Revolving Advance in the relevant Drawdown Notice. The relevant
             Borrower may select an Interest Period for a Term Advance in either
             the Drawdown Notice (in the case of the first Interest Period for
             that Advance) or (in the case of any subsequent Interest Period for
             that Advance) by notice received by the Facility Agent no later
             than 3 Business Days before the commencement of that Interest
             Period.

      6.3.3  In respect of Term Advances, interest shall be calculated by
             reference to successive Interest Periods. The first Interest Period
             for a Term Advance shall begin on the Drawdown Date of that
             Advance. Each succeeding Interest Period for that Advance shall
             begin on the Interest Date of the previous Interest Period.

      6.3.4  Neste may, by notice to the Facility Agent at least 3 Business Days
             before an Interest Date relating to a Term Advance, elect that that
             Term Advance be split into two or more Term Advances of at least
             NOK 15,000,000, Euro 2,000,000, US$ 2,000,000 or, as the case may
             be, Can$ 3,000,000 each (and being multiples of NOK 8,100,000, Euro
             1,000,000, US$ 1,000,000 or, as the case may be, Can$ 1,500,000) or
             in the case of a Term A Advance or a Term B Advance such lesser
             amount equal to the amount of the Instalment falling due on the
             next Term A Instalment Repayment Date or, as the case may be, Term
             B Instalment Repayment Date. Any such notice shall specify the
             Interest Periods applicable to those Term Advances and shall take
             effect in accordance with its terms from that Interest Date,
             provided that there shall not be more than 8 Term Advances
             outstanding at any one time.

      6.3.5  Subject to the other terms of this Agreement, if the Interest
             Periods for two or more Term Advances in the same currency made
             under the same Facility end on the same day those Term Advances
             shall be deemed to be a single Term Advance from that day.

      6.3.6  If a Borrower fails to select an Interest Period for an Advance in
             accordance with sub-clause 6.3.2, that Interest Period shall,
             subject to the other provisions of this Clause 6 (Interest), be 3
             months.

      6.3.7  If an Interest Period would otherwise end on a day which is not a
             Business Day, that Interest Period shall instead end on the next
             Business Day in the same calendar month (if there is one) or the
             preceding Business Day (if there is not).

      6.3.8  If an Interest Period begins on the last Business Day in a calendar
             month or on a Business Day for which there is no numerically
             corresponding day in the calendar month in which that Interest
             Period is to end, it shall end on the last Business Day in that
             later calendar month.

      6.3.9  In respect of Term A Advances and Term B Advances, Neste shall
             select such Interest Periods to ensure that, on each Term A
             Instalment Repayment Date or, as the case may be, Term B Instalment
             Repayment Date, there are Term A Advances or, as the case may be,
             Term B Advances with an Interest Period ending on that Term A
             Instalment Repayment Date or, as the case may be, Term B Instalment
             Repayment Date which are, in aggregate, at least equal to, in the
             relevant currencies, the Instalment due on that Term A Instalment
             Repayment Date or, as the case may be, Term B Instalment Repayment
             Date.

      6.3.10 If an Interest Period for an Advance would otherwise extend beyond
             the Final Repayment Date for the Facility under which such Advance
             is made, it shall be shortened so that it ends on that Final
             Repayment Date.

6.4   Default interest
      6.4.1  If a Borrower fails to pay any amount payable under any Financing
             Document on the due date, it shall pay default interest on the
             overdue amount from the due date to the date of actual payment
             calculated by reference to successive Interest Periods (each of
             such duration as the Facility Agent may select and the first
             beginning on the relevant due date) at the rate per annum being the
             aggregate of (a) 1 per cent. per annum, (b) the Margin, (c) LIBOR
             and (d) the Additional Cost Rate.

      6.4.2  So long as the overdue amount remains unpaid, the default interest
             rate shall be recalculated in accordance with the provisions of
             this Clause 6.4 (Default Interest) on the last day of each such
             Interest Period and any unpaid interest shall be compounded at the
             end of each Interest Period.

6.5   Bank Guarantee commission and fronting fees
      6.5.1  Commission in respect of all Bank Indemnities shall:

             (a)  accrue from day to day on an amount equal to the aggregate
                  Original Euro Amount of all Bank Guarantees at a rate per
                  annum equal to the Margin in respect of the Revolving Credit
                  Facility;

             (b)  be calculated on the basis of actual days elapsed and a 360
                  day year (or such number of days as is market practice for the
                  relevant currency); and

             (c)  be paid by the relevant Borrower to the Facility Agent for the
                  account of the Banks (pro rata to their Revolving Credit
                  Commitments) in arrear at the end of each successive period of
                  3 months, beginning on the Issue Date of the first Bank
                  Guarantee issued by the Issuing Bank.

      6.5.2 Neste shall pay a fronting fee to the Issuing Bank in accordance
            with the Fees Letter.

6.6   Calculation and payment of interest
      6.6.1 At the beginning of each Interest Period, the Facility Agent shall
            notify the Banks and the relevant Borrower of the duration of the
            Interest Period and the rate and amount of interest payable for the
            Interest Period (but in the case of any default interest calculated
            under Clause 6.4 (Default interest), any such notification need not
            be made more frequently than weekly). Each notification shall set
            out in reasonable detail the basis of computation of the amount of
            interest payable.

      6.6.2 Interest due from a Borrower under this Agreement shall:

            (a)  accrue from day to day at the rate calculated under this Clause
                 6 (Interest);

            (b)  except as otherwise provided in this Agreement, be paid by the
                 relevant Borrower to the Facility Agent (for the account of the
                 Banks or the Facility Agent, as the case may be) in arrear on
                 the last day of each Interest Period, provided that for any
                 Interest Period which is for longer than 6 months, the relevant
                 Borrower shall also pay interest 6 monthly in arrear during
                 that Interest Period;

            (c)  be calculated on the basis of the actual number of days elapsed
                 and a 360 day year or, if different, such number of days as is
                 market practice for the relevant currency; and

            (d)  be payable both before and after judgment.

6.7   Facility Agent's determination
      The determination by the Facility Agent of any interest payable under this
      Clause 6 (Interest) shall be conclusive and binding on the Borrowers
      except for any manifest error.

7.    REPAYMENT, PREPAYMENT AND CANCELLATION

7.1   Repayment of Term A Loan
      The Term Loan Borrowers shall repay the Term A Loan by payment to the
      Facility Agent (for the account of the Banks) on each date set out in
      Column 1 below (each date being a "Term A Instalment Repayment Date") of
      an amount of each of Tranches A1 to A3 inclusive equal to the percentage
      of the Original Tranche A Amount (as defined below) set out in Column 2
      below opposite the relevant Term A Instalment Repayment Date (so that the
      Term A Loan is repaid in full on or before the Final Repayment Date in
      relation to the Term A Loan Facility and with the aggregate amount payable
      on a Term A Instalment Repayment Date under this Clause 7.1 (Repayment of
      Term A Loan) being herein referred to as a "Term A Instalment"):

             Column 1                                          Column 2
             Term A Instalment Repayment Date                      %
             30 June 2001                                        3.95
             31 December 2001                                    3.95
             30 June 2002                                        5.26
             31 December 2002                                    5.26
             30 June 2003                                        6.58
             31 December 2003                                    6.58
             30 June 2004                                        7.89
             31 December 2004                                    7.89
             30 June 2005                                        9.21
             31 December 2005                                    9.21
             30 June 2006                                       10.53
             31 December 2006                                   10.53
             30 June 2007                                       13.16

      For the purposes of the above, in relation to a Tranche, the "Original
      Tranche A Amount" means the amount outstanding under such Tranche as at
      the end of the Term Commitment Period.

7.2   Repayment of Term B Loan
      The Term Loan Borrowers shall repay the Term B Loan by payment to the
      Facility Agent (for the account of the Banks) on each date set out in
      Column 1 below (each date being a "Term B Instalment Repayment Date") of
      an amount of each of Tranches B1 to B4 inclusive equal to the percentage
      of the Original Tranche B Amount (as defined below) set out in Column 2
      below opposite the relevant Term B Instalment Repayment Date (so that the
      Term B Loan is repaid in full on or before the Final Repayment Date in
      relation to the Term B Loan Facility and with the aggregate amount payable
      on a Term B Instalment Repayment Date under this Clause 7.2 (Repayment of
      Term B Loan) being herein referred to as a "Term B Instalment"):

             Column 1                                        Column 2
             Term B Instalment Repayment Date                    %
             31 December 2007                                   50
             30 June 2008                                       50

      For the purposes of the above, in relation to a Tranche, the "Original
      Tranche B Amount" means the amount outstanding under such Tranche as at
      the end of the Term Commitment Period.

7.3   Repayment of Term C Loan
      Bidco shall repay the Term C Loan to the Facility Agent (for the account
      of the Banks) in full on the Final Repayment Date in relation to the Term
      C Loan Facility.

7.4   Repayment of Revolving Advances
      7.4.1 Subject to sub-clause 7.4.3, each Revolving Advance shall be repaid
            in full on the Interest Date of the Interest Period relating to that
            Revolving Advance.

      7.4.2 Subject to the terms of this Agreement, any amounts repaid under
            sub-clause 7.4.1 may be re-borrowed.

      7.4.3 If all or part of an existing Revolving Advance made to a Borrower
            is to be repaid from the proceeds of all or part of a new Revolving
            Advance to be made to that Borrower and denominated in the same
            currency as that existing Revolving Advance, then, as between each
            Bank and that Borrower, the amount to be repaid by that Borrower
            shall be set off against the amount to be advanced by that Bank in
            relation to the new Revolving Advance and the party to whom the
            smaller amount is to be paid shall pay to the other party a sum
            equal to the difference between the two amounts.

7.5   No re-borrowing of Term A Loan, Term B Loan or Term C Loan
      Any amount repaid or prepaid in relation to the Term A Loan, the Term B
      Loan or the Term C Loan as the case may be, may not be re-borrowed and
      shall reduce rateably each Bank's Term A Loan Commitment, Term B Loan
      Commitment or, as the case may be, the Term C Loan Commitment.

7.6   Mandatory prepayment of Net Available Proceeds
      7.6.1 Neste shall procure that the Net Available Proceeds of any Disposal
            (other than those set out in sub-clauses (i) to (x) (inclusive),
            (xiv) and (xv) of Clause 12.4(b) (Negative Undertakings) made by a
            Group Company is applied in prepayment of the Facilities in
            accordance with Clause 7.10 (Application of prepayments) provided
            that, while no Default or Potential Default is continuing, the Net
            Available Proceeds from Disposals falling within sub-clauses (viii),
            (xi), (xiii) and (xvi) of the said Clause 12.4(b) may be applied as
            follows:

            (i)   the first Euro 15,000,000, in aggregate, of such Net Available
                  Proceeds may be paid to Issueco to be applied in prepayment of
                  the Issueco Bridging Loan;

            (ii)  the second Euro 15,000,000, in aggregate, of such Net
                  Available Proceeds shall be applied, to the extent required,
                  in accordance with the other terms of this Agreement; and

            (iii) to the extent they exceed Euro 30,000,000, in aggregate, such
                  Net Available Proceeds may be paid to Issueco to be applied in
                  prepayment of the Issueco Bridging Loan,

            where the aggregate amount paid under (i) and (iii) above does not
            exceed the Issueco Bridging Loan Amount.

      7.6.2 Neste undertakes to procure that in relation to a Disposal by a
            Group Company outside the United Kingdom to which sub-clause 7.6.1
            applies such Group Company takes all steps that are reasonably open
            to it (and which may be taken without incurring costs which in the
            reasonable opinion of the Majority Banks are excessive) to obtain
            any exchange control clearance or other consents, permits,
            authorisations or licences which are required to enable the Net Cash
            Proceeds of such Disposal to be repatriated to Neste or such other
            steps to make the Net Cash Proceeds available to Neste as the
            Majority Banks may reasonably require.

7.7   Mandatory prepayment of Surplus Cash
      Neste shall procure that, on or before the first Interest Date relating to
      a Term Advance that immediately follows the expiry of the period of 120
      days after the end of each Financial Year of Neste, an amount equal to 70
      per cent. of the Surplus Cash for that Financial Year shall be applied in
      prepayment of the Facilities in accordance with Clause 7.10 (Application
      of prepayments).

7.8   Mandatory prepayment of Insurance Proceeds
      Neste shall procure that an amount equal to any Insurance Proceeds which
      are in aggregate in excess of Euro 200,000 received by any Group Company
      (other than any such proceeds received in respect of any of the Explosives
      Subsidiaries which are required to be paid by the relevant Group Companies
      to such Explosives Subsidiaries pursuant to the Dyno Explosives Sale
      Agreement) shall, to the extent (a) the same are not applied in
      reinstatement of the asset or payment of a third party liability in
      respect of which they were received within 6 months of being received, be
      applied in prepayment of the Facilities in accordance with Clause 7.10
      (Application of prepayments) and (b) pending any such reinstatement or
      payment, such Insurance Proceeds are credited to a bank account held with
      the Facility Agent (which at the request of the Facility Agent shall be
      charged to the Security Trustee on terms reasonably satisfactory to the
      Security Trustee).

7.9   Mandatory prepayment of Vendor Payments
      7.9.1  Subject to sub-clause 7.9.2, Neste shall procure that an amount
             equal to each amount (each a "Vendor Payment") received by a Group
             Company from any of the vendors under the Neste Acquisition
             Agreement net of any reasonable costs and expenses of recovery and
             any Tax payable by a Group Company in respect of such Vendor
             Payment in excess of, in any Financial Year of Neste, Euro 100,000
             shall be applied in prepayment of the Facilities in accordance with
             Clause 7.10 (Application of prepayments).

      7.9.2  In respect of a Vendor Payment, Neste shall not be required to make
             the prepayment under sub-clause 7.9.1 where the Vendor Payment is
             applied within 6 months of its receipt by a Group Company to make
             good or purchase an asset to replace directly the asset or to pay
             the liabilities, in respect of which the Vendor Payment was
             received or to compensate the relevant Group Company for a cash
             loss and where pending such application, such Vendor Payment is
             credited to a bank account held with the Facility Agent (which at
             the request of the Facility Agent shall be charged to the Security
             Trustee on terms reasonably satisfactory to the Security Trustee).

7.10  Application of prepayments
      7.10.1 Any amount to be applied in prepayment pursuant to Clause 7.6
             (Mandatory prepayment of Net Available Proceeds), 7.7 (Mandatory
             prepayment of Surplus Cash), 7.8 (Mandatory prepayment of Insurance
             Proceeds), 7.9 (Mandatory prepayment of Vendor Payments) or
             sub-clause 7.11.2 of Clause 7.11 (Net Cash Proceeds of the
             Polyester Business) shall be applied against all unpaid Term A
             Instalments, Term B Instalments, the Term C Loan and as against the
             Tranches, pro rata.

      7.10.2 Any amount to be applied in prepayment in accordance with this
             Clause 7.10 shall, unless Neste requests the same to be so applied
             at an earlier date, be so applied on the immediately succeeding
             Interest Dates relating to the Facility which is to be prepaid.
             Pending any such prepayment, the relevant amount shall be credited
             to a bank account (a "Proceeds Account") held with the Facility
             Agent (which at the request of the Facility Agent shall be charged
             to the Security Trustee on terms satisfactory to the Security
             Trustee acting reasonably). The Facility Agent is hereby authorised
             to apply amounts standing to the credit of a Proceeds Account in
             making the relevant prepayments on the relevant Interest Dates.

7.11  Net Cash Proceeds of the Polyester Business
      7.11.1 As at 30 April 2001 the Net Cash Proceeds from the Disposal of the
             Polyester Business have been paid to the credit of a bank account
             (the "Polyester Business Proceeds Account") in the name of Dynea
             Asset Disposal account held with the Facility Agent.

      7.11.2 Notwithstanding any other term of this Agreement, amounts from the
             Polyester Business Proceeds Account shall only be withdrawn for the
             purposes of prepayment of the Facilities in accordance with Clause
             7.10 (Application of Prepayments).

      7.11.3 The Facility Agent is hereby authorised to withdraw amounts
             standing to the credit of the Polyester Business Proceeds Account
             for the purposes of making the payments referred to above.

7.12  Mandatory prepayment on Sale, Listing or Change of Control
      7.12.1 Notwithstanding the other provisions of this Clause 7 (Repayment,
             Prepayment and Cancellation), on any date on which a Sale, a
             Listing or a Change of Control occurs (each a "Prepayment Date"):

             (a)  all Advances shall be repaid in full; and

             (b)  the Banks' obligations under this Agreement shall be
                  terminated and each Bank's Commitments shall be cancelled.

      7.12.2 On a Prepayment Date, each Borrower shall in respect of each Bank
             Guarantee issued on its behalf:

             (a)  use its reasonable endeavours to procure the release of the
                  Issuing Bank from each such Bank Guarantee; and

             (b)  without prejudice to sub-clause 7.12.2(a), either (i) pay to
                  the credit of such account as the Issuing Bank shall stipulate
                  an amount equal to the Guaranteed Amount of each Bank
                  Guarantee which is not released on or before the Prepayment
                  Date and charge such account in favour of the Issuing Bank in
                  such manner and on such terms as the Issuing Bank may
                  stipulate or (ii) provide to the Issuing Bank a
                  counter-indemnity in respect of such Bank Guarantee from a
                  bank acceptable to the Issuing Bank.

      7.12.3 Neste shall use all reasonable endeavours to give the Facility
             Agent at least 30 days' prior notice of the date upon which a Sale,
             Listing or a Change of Control is proposed to occur.

7.13  Voluntary prepayment of Advances
      7.13.1 A Borrower may, by giving the Facility Agent not less than 10
             Business Days' prior notice, prepay the whole or part (but if in
             part, in a minimum amount of Euro 3,000,000 and an integral
             multiple of Euro 1,000,000 of the Term Loan Facilities or a
             Revolving Advance.

      7.13.2 Any notice of prepayment shall be irrevocable, shall specify the
             date on which the prepayment is to be made and the amount of the
             prepayment, and shall oblige the relevant Borrower to make that
             prepayment. The Facility Agent shall promptly notify the Banks of
             receipt of any such notice.

      7.13.3 Each prepayment of the Term Loans under this Clause 7.13 shall be
             applied against all unpaid Term A Instalments, Term B Instalments,
             the Term C Loan pro rata and as against the Tranches, pro rata.

7.14  Interest and broken funding
      Any prepayment shall be made together with accrued interest on the amount
      prepaid and any amounts payable under Clause 22.1 (Breakage costs
      indemnity).

7.15  Cancellation of Facilities
      7.15.1 Neste may, by giving the Facility Agent not less than 5 Business
             Days' prior notice, cancel all or part of any undrawn Term Loan
             Facility or the Available Revolving Credit Facility (but if, in
             each case, in part, in a minimum amount of Euro 3,000,000 and an
             integral multiple of Euro 1,000,000).

      7.15.2 Any notice of cancellation shall be irrevocable and shall specify
             the date on which the cancellation shall take effect and the amount
             of the cancellation. The Facility Agent shall promptly notify the
             Banks of receipt of any such notice.

      7.15.3 The Borrowers may not utilise any part of the Term Loan Facility or
             the Revolving Credit Facility which has been cancelled. Any
             cancellation of the Term Loan Facility or the Revolving Credit
             Facility shall reduce each Bank's Term A Loan Commitment, Term B
             Loan Commitment, Term C Loan Commitment, or as the case may be, the
             Revolving Credit Commitment rateably, and shall reduce the
             aggregate maximum amount of the relevant Term Loan Facility or, as
             the case may be, Revolving Credit Facility Limit by the aggregate
             amount so cancelled.

      7.15.4 Neste may not cancel all or part of the Term Loan Facilities or the
             Revolving Credit Facility except as expressly provided in this
             Agreement.

8.    CHANGES IN CIRCUMSTANCES

8.1   Illegality
      8.1.1  If it is or becomes illegal for a Bank to maintain all or part of
             its Commitment or to continue to make available or fund or maintain
             its Participation in all or any part of the Facilities, then:

             (a)  that Bank shall notify the Facility Agent and Neste; and

             (b)  (i) the Commitment of that Bank shall be cancelled
                  immediately; and

                  (ii) the Borrowers shall:

                       (1)  prepay to the Facility Agent (for the account of
                            that Bank) that Bank's Participation in all Advances
                            (together with accrued interest on the amount
                            prepaid and all other amounts owing to that Bank
                            under this Agreement) within 5 Business Days of
                            demand by that Bank (or, if longer and if permitted
                            by the relevant law, on the last day prior to such
                            illegality taking effect); and

                       (2)  within 5 Business Days of demand by that Bank or the
                            Facility Agent (or, if longer and if permitted by
                            the relevant law, on the last day prior to such
                            illegality taking effect), pay to one or more
                            accounts nominated by the Facility Agent amounts in
                            the relevant currencies equal, in aggregate, to that
                            Bank's actual and contingent liabilities under its
                            Bank Indemnity and shall charge such accounts to the
                            Facility Agent on terms satisfactory to the Facility
                            Agent and the Issuing Bank in each case acting
                            reasonably.

      8.1.2  If it is or becomes illegal for the Issuing Bank to issue or leave
             outstanding any Bank Guarantee, the Revolving Credit Facility shall
             cease to be available for the issue of Bank Guarantees and the
             Borrowers shall use their best endeavours to procure the release of
             each Bank Guarantee outstanding at such time.

8.2   Increased Costs
      8.2.1  If, after the date of this Agreement, a Change occurs which causes
             an Increased Cost (as defined in sub-clause 8.2.3) to a Bank (or
             any company of which that Bank is a Subsidiary) then each Borrower
             shall pay (as additional interest) to the Facility Agent (for the
             account of that Bank) within 5 Business Days of demand all amounts
             which that Bank certifies to be necessary to compensate that Bank
             (or any company of which that Bank is a Subsidiary) for the
             Increased Cost.

      8.2.2  Any demand made under sub-clause 8.2.1 shall be made by the
             relevant Bank through the Facility Agent and shall set out in
             reasonable detail so far as is practicable the basis of computation
             of the Increased Cost.

      8.2.3  In this Clause 8.2 (Increased Costs):

             "Increased Cost" means any cost to, or reduction in the amount
             payable to, or reduction in the return on capital or regulatory
             capital achieved by, a Bank (or any company of which that Bank is a
             Subsidiary) to the extent that it arises, directly or indirectly,
             as a result of the Change and is attributable to the Commitment of
             that Bank or its Participation in the Facilities or the funding of
             that Bank's Participation in any Advance including:

             (a)   any Tax Liability (other than Tax on Overall Net Income)
                   incurred by that Bank;

             (b)   any changes in the basis or timing of Taxation of that Bank
                   in relation to its Commitment or Participation in the
                   Facilities or to the funding of that Bank's Participation in
                   any Advance;

             (c)   the cost to that Bank (or any company of which that Bank is a
                   Subsidiary) of complying with, or the reduction in the amount
                   payable to or reduction in the return on capital or
                   regulatory capital achieved by that Bank (or any company of
                   which that Bank is a Subsidiary) as a result of complying
                   with, any capital adequacy or similar requirements howsoever
                   arising, including as a result of an increase in the amount
                   of capital to be allocated to any Facility or of a change to
                   the weighting of that Bank's Commitment or Participation in
                   any Facility;

             (d)   the cost to that Bank of complying with any reserve, cash
                   ratio, special deposit or liquidity requirements (or any
                   other similar requirements); and

             (e)   the amount of any fees payable by that Bank to any
                   supervisory or regulatory authority.

             "Tax Liability" means, in respect of any person:

             (i)   any liability or any increase in the liability of that person
                   to make any payment of or in respect of Tax;

             (ii)  the loss of any relief, allowance, deduction or credit in
                   respect of Tax which would otherwise have been available to
                   that person;

             (iii) the setting off against income, profits or gains or against
                   any Tax liability of any relief, allowance, deduction or
                   credit in respect of Tax which would otherwise have been
                   available to that person; and

             (iv)  the loss or setting off against any Tax liability of a right
                   to repayment of Tax which would otherwise have been available
                   to that person.

             For the purposes of this definition of "Tax Liability", any
             question of whether or not any relief, allowance, deduction, credit
             or right to repayment of Tax has been lost or set off, and if so,
             the date on which that loss or set-off took place, shall be
             conclusively determined by the relevant person.

             "Tax on Overall Net Income" means, in relation to a Bank, Tax
             (other than Tax deducted or withheld from any payment) imposed on
             the net profits of that Bank by the jurisdiction in which its
             Lending Office or its head office is situated.

      8.2.4  The Borrowers shall not be obliged to make a payment in respect of
             an Increased Cost under this Clause 8.2 (Increased Costs):

             (i)   if and to the extent that the Increased Cost has been
                   compensated for by the payment of the Additional Cost Rate or
                   the operation of Clause 9.9 (Grossing-up);

             (ii)  if and to the extent that the Increased Cost is the result of
                   the negligence or wilful default of the relevant Bank in
                   complying with any law or regulation;

             (iii) if and to the extent that the Increased Cost arises as a
                   direct result of a failure by the relevant Bank to file any
                   relevant tax form or to provide any statements which have
                   been reasonably requested by the relevant authorities within
                   a reasonable time following a Change and which is within the
                   control of such Bank to file or provide, as the case may be;
                   or

             (iv)  if and to the extent that the Increased Cost is compensated
                   for under any other provision of this Agreement.

      8.2.5  If the Borrowers are required to pay any amount to a Bank under
             this Clause 8.2 (Increased Costs), then, without prejudice to that
             obligation and so long as the circumstances giving rise to the
             relevant Increased Cost are continuing and subject to Neste giving
             the Facility Agent and that Bank not less than 5 days' prior notice
             (which shall be irrevocable), the Borrowers may (a) prepay all, but
             not part, of that Bank's Participation in the Advances together
             with accrued interest on the amount prepaid and (b) pay to one or
             more accounts nominated by the Facility Agent amounts in the
             relevant currencies equal, in aggregate, to that Bank's actual and
             contingent liabilities under its Bank Indemnity and shall charge
             such accounts in favour of the Facility Agent on terms satisfactory
             to the Facility Agent and the Issuing Bank. Any such prepayment
             shall be subject to Clause 22.1 (Breakage costs indemnity). On any
             such prepayment the Commitment of the relevant Bank shall be
             automatically cancelled.

8.3   Market disruption
      8.3.1  If, in relation to an Advance and a particular Interest Period:

             (a)  the Facility Agent determines that, because of circumstances
                  affecting the London interbank market generally, reasonable
                  and adequate means do not exist for ascertaining LIBOR for
                  that Advance for that Interest Period; or

             (b)  the Facility Agent has been notified by a group of Banks whose
                  Term A Loan Commitments, Term B Loan Commitments, Term C Loan
                  Commitments or, as the case may be, Revolving Credit
                  Commitments together exceed 33 per cent. of the Total Term A
                  Loan Commitments, Total Term B Loan Commitments, Total Term C
                  Loan Commitments or, as the case may be, Total Revolving
                  Credit Commitments that in their opinion:

                  (i)   matching deposits may not be available to them in the
                        London interbank market in the ordinary course of
                        business to fund their Participations in that Advance
                        for that Interest Period; or

                  (ii)  the cost to them of obtaining matching deposits in the
                        London interbank market would be in excess of LIBOR for
                        that Interest Period,

             the Facility Agent shall promptly notify Neste and the Banks of
             that event but in any event by no later than 9.00 a.m. on the first
             Business Day before the commencement of the relevant Interest
             Period (such notice being a "Market Disruption Notice").

      8.3.2  If a Market Disruption Notice applies to a proposed Advance, that
             Advance shall not be made. Instead, the Facility Agent and Neste
             shall immediately enter into negotiations for a period of not more
             than 30 days with a view to agreeing a substitute basis for
             calculating the interest rate for the Advance or for funding the
             Advance (whether in Euros or another currency). Any substitute
             basis agreed by the Facility Agent (with the consent of all the
             Banks) and Neste shall take effect in accordance with its terms and
             be binding on all the Parties.

      8.3.3  If a Market Disruption Notice applies to an outstanding Term
             Advance, then:

             (a)   the Facility Agent and Neste shall immediately enter into
                   negotiations for a period of not more that 30 days with a
                   view to agreeing a substitute basis for calculating the rate
                   of interest for the Advance or for funding the Advance;

             (b)   any substitute basis agreed under sub-clause 8.3.3(a) by the
                   Facility Agent (with the consent of all the Banks) and Neste
                   shall take effect in accordance with its terms and be binding
                   on all the Parties;

             (c)   if no substitute basis is agreed under sub-clause 8.3.3(a),
                   then, subject to sub-clause 8.3.4, each Bank shall (through
                   the Facility Agent) certify before the last day of the
                   Interest Period to which the Market Disruption Notice relates
                   a substitute basis for maintaining its Participation in the
                   Advance which shall reflect the cost to the Bank of funding
                   its Participation in the Advance from whatever sources it
                   reasonably selects plus the Margin and (if applicable)
                   Additional Cost Rate; and

             (d)   each substitute basis so certified shall be binding on the
                   relevant Borrower and the certifying Bank and treated as part
                   of this Agreement.

      8.3.4  If no substitute basis is agreed under sub-clause 8.3.3(a), then,
             so long as the circumstances giving rise to the Market Disruption
             Notice continue and subject to Neste giving the Facility Agent and
             the Banks not less than 5 days' prior notice (which shall be
             irrevocable), the relevant Borrower may prepay the Advance to which
             the Market Disruption Notice applies together with accrued interest
             on the amount prepaid. Any such prepayment shall be subject to
             Clause 22.1 (Breakage costs indemnity).

8.4   Mitigation
      If any circumstances arise in respect of any Bank which would, or upon the
      giving of notice would, result in the operation of Clause 8.1
      (Illegality), 8.2 (Increased Costs), 8.3 (Market disruption) or 9.9
      (Grossing-up) to the detriment of any Borrower, then that Bank shall:

      (a)    promptly upon becoming aware of those circumstances and their
             results, notify the Facility Agent and Neste; and

      (b)    in consultation with the Facility Agent and Neste, take all such
             steps as it determines are reasonably open to it to mitigate the
             effects of those circumstances (including changing its Lending
             Office or consulting with Neste with a view to transferring some or
             all of its rights and obligations under this Agreement to another
             bank or other financial institution acceptable to Neste) in a
             manner which will avoid the circumstances in question and on terms
             acceptable to the Facility Agent, Neste and that Bank,

             provided that no Bank shall be obliged to take any steps which in
             its reasonable opinion would or might have an adverse effect on its
             business or financial condition or the management of its Tax
             affairs or cause it to incur any material costs or expenses except
             to the extent that such Bank is indemnified and secured for such
             costs and expenses to its reasonable satisfaction.

      (c)    Nothing in this Clause 8.4 (Mitigation) shall limit, reduce, affect
             or otherwise qualify the rights of any Bank or the obligations of
             the Borrowers under Clause 8.1 (Illegality), 8.2 (Increased Costs),
             8.3 (Market disruption) or 9.9 (Grossing-up).

8.5   Certificates
      The certificate or notification of the Facility Agent or, as the case may
      be, the relevant Bank as to any of the matters referred to in this Clause
      8 (Changes in Circumstances) shall be in reasonable detail and shall be
      conclusive and binding on the Borrowers except for any manifest error.

9.    PAYMENTS

9.1   Place and time
      All payments by a Borrower or a Bank under this Agreement shall be made to
      the Facility Agent to its account at such office or bank at such time as
      the Facility Agent may notify the Borrowers or the Banks for this purpose.

9.2   Funds
      All payments to the Facility Agent under this Agreement shall be made for
      value on the due date in freely transferable and readily available funds.

9.3   Distribution
      9.3.1  Each payment received by the Facility Agent under this Agreement
             for another Party shall, subject to sub-clauses 9.3.2 and 9.3.3, be
             made available by the Facility Agent to that Party by payment (on
             the date (being, in the case of Euros, a TARGET Day) and in the
             currency and funds of receipt) to its account with such office or
             bank in the principal financial centre of the country of the
             relevant currency as it may notify to the Facility Agent for this
             purpose by not less than 5 Business Days' prior notice.

      9.3.2  The Facility Agent may apply any amount received by it for a
             Borrower in or towards payment (on the date and in the currency and
             funds of receipt) of any amount due from that Borrower under this
             Agreement or in or towards the purchase of any amount of any
             currency to be so applied.

      9.3.3  Where a sum is to be paid to the Facility Agent under this
             Agreement for another Party, the Facility Agent is not obliged to
             pay that sum to that Party until it has established that it has
             actually received that sum. The Facility Agent may, however, assume
             that the sum has been paid to it in accordance with this Agreement,
             and, in reliance on that assumption, make available to that Party a
             corresponding amount. If the sum has not been made available but
             the Facility Agent has paid a corresponding amount to another
             Party, that Party shall immediately on demand by the Facility Agent
             refund the corresponding amount together with interest on that
             amount from the date of payment to the date of receipt, calculated
             at a rate determined by the Facility Agent to reflect its cost of
             funds.

      9.3.4  Notwithstanding the provisions of this Clause 9.3 (Distribution),
             the Facility Agent shall not be liable to any Borrower or any Bank
             for the failure, or the consequences of any failure, of any Euro
             cross-border payment system to effect same-day settlement to an
             account of any Borrower or any Bank.

9.4   Business Days
      If a payment under this Agreement is due on a day which is not a Business
      Day, the due date for that payment shall instead be the next Business Day
      in the same calendar month (if there is one) or the preceding Business Day
      (if there is not).

9.5   Currency
      In this Agreement, subject to any EMU Legislation:

      (a)    all payments by a Borrower in respect of an Advance, whether of
             interest or principal, shall be made in the currency (or the
             denomination of the currency) in which that Advance is denominated;

      (b)    all payments relating to costs, losses, expenses or Taxes shall be
             made in the currency in which the relevant costs, losses, expenses
             or Taxes were incurred; and

      (c)    any other amount payable under this Agreement shall, except as
             otherwise provided, be made in Euros.

9.6   Accounts as evidence
      Each Bank shall maintain in accordance with its usual practice an account
      which shall, as between the Borrowers and that Bank, be prima facie
      evidence of the amounts from time to time advanced by, owing to, paid and
      repaid to that Bank under this Agreement.

9.7   Partial payments
      9.7.1  If the Facility Agent receives a payment insufficient to discharge
             all the amounts then due and payable by a Borrower under this
             Agreement, the Facility Agent shall apply that payment towards the
             obligations of that Borrower in the following order:

             (a)  first, in or towards payment of any unpaid costs and expenses
                  of the Agents under this Agreement;

             (b)  second, in or towards payment pro rata of any accrued interest
                  due by that Borrower but unpaid under this Agreement;

             (c)  third, in or towards payment pro rata of any principal due by
                  that Borrower but unpaid under this Agreement; and

             (d)  fourth, in or towards payment pro rata of any other sum due by
                  that Borrower but unpaid under the Financing Documents.

      9.7.2  The Facility Agent shall, if so directed by all the Banks, vary the
             order set out in Clauses 9.7.1(b) to (d).

      9.7.3  Sub-clauses 9.7.1 and 9.7.2 shall override any appropriation made
             by any Borrower.

9.8   Set-off and counterclaim
      All payments by any Borrower under this Agreement shall be made without
      set-off or counterclaim.

9.9   Grossing-up
      9.9.1  Subject to sub-clause 9.9.2, all sums payable to either Agent, the
             Issuing Bank or any Bank pursuant to or in connection with any
             Financing Document shall be paid in full free and clear of all
             deductions or withholdings whatsoever except only as may be
             required by law.

      9.9.2  If any deduction or withholding is required by law in respect of
             any payment due from a Borrower to either Agent, the Issuing Bank
             or any Bank pursuant to or in connection with any Financing
             Document, that Borrower shall:

             (a)  ensure or procure that the deduction or withholding is made
                  and that it does not exceed the minimum legal requirement
                  therefor;

             (b)  pay, or procure the payment of, the full amount deducted or
                  withheld to the relevant Taxation or other authority in
                  accordance with the applicable law;

             (c)  (unless and to the extent the deduction or withholding arises
                  as a direct result of the gross negligence or wilful default
                  of the relevant Agent, the Issuing Bank or, as the case may
                  be, such a Bank (the "Payee") or the failure of the Payee to
                  comply with the relevant law or as a direct result of a
                  failure of the Payee to file any relevant tax form or to
                  provide any statements which have been reasonably requested by
                  the relevant tax authorities within a reasonable time
                  following a Change and which is within the control of the
                  Payee to file or provide, as the case may be) increase the
                  payment in respect of which the deduction or withholding is
                  required so that the net amount received by the Payee after
                  the deduction or withholding (and after taking account of any
                  further deduction or withholding which is required to be made
                  as a consequence of the increase) shall be equal to the amount
                  which the payee would have been entitled to receive in the
                  absence of any requirement to make any deduction or
                  withholding; and

             (d)  promptly deliver or procure the delivery to the Payee of
                  receipts evidencing each deduction or withholding which has
                  been made.

      9.9.3  If either Agent is obliged to make any deduction or withholding
             from any payment to any Bank (an "Agency Payment") which represents
             an amount or amounts received by that Agent from a Borrower under
             any Financing Document, that Borrower shall pay directly to that
             Bank such sum (an "Agency Compensating Sum") as shall, after taking
             into account any deduction or withholding which that Borrower is
             obliged to make from the Agency Compensating Sum, enable that Bank
             to receive, on the due date for payment of the Agency Payment, an
             amount equal to the Agency Payment which that Bank would have
             received in the absence of any obligation to make any deduction or
             withholding.

      9.9.4  If any Bank determines, in its absolute discretion, that it has
             received, realised, utilised and retained a Tax benefit by reason
             of any deduction or withholding in respect of which a Borrower has
             made an increased payment or paid an Agency Compensating Sum under
             this Clause 9.9 (Grossing-up), that Bank shall, provided that the
             Agents, the Issuing Bank and each Bank have received all amounts
             which are then due and payable by the obligors under any Financing
             Document, pay to that Borrower (to the extent that that Bank can do
             so without prejudicing the amount of the benefit or repayment and
             the right of that Bank to obtain any other benefit, relief or
             allowance which may be available to it) such amount, if any, as
             that Bank, in its absolute discretion acting in good faith shall
             determine, will leave that Bank in no worse position than it would
             have been in if the deduction or withholding had not been required,
             provided that:

             (a)  each Bank shall have an absolute discretion as to the time at
                  which and the order and manner in which it realises or
                  utilises any Tax benefit and shall not be obliged to arrange
                  its business or its Tax affairs in any particular way in order
                  to be eligible for any credit or refund or similar benefit;

             (b)  no Bank shall be obliged to disclose any information regarding
                  its business, Tax affairs or Tax computations;

             (c)  if a Bank has made a payment to a Borrower pursuant to this
                  sub-clause 9.9.4 on account of any Tax benefit and it
                  subsequently transpires that that Bank did not receive that
                  Tax benefit, or received a lesser Tax benefit, that Borrower
                  shall, on demand, pay to that Bank such sum as that Bank may
                  determine as being necessary to restore its after-tax position
                  to that which it would have been had no adjustment under this
                  Clause 9.9.4 been made. Any sums payable by a Borrower to a
                  Bank under this Clause 9.9.4 shall be subject to Clause 17.6
                  (Indemnity payments).

      9.9.5  No Bank shall be obliged to make any payment under sub-clause 9.9.4
             if, by doing so, it would contravene the terms of any applicable
             law or any notice, direction or requirement of any governmental or
             regulatory authority (whether or not having the force of law).

      9.9.6  If a Borrower is required to make an increased payment for the
             account of a Bank under sub-clause 9.9.2, then, without prejudice
             to that obligation and so long as such requirement exists and
             subject to Neste giving the Facility Agent and that Bank not less
             than 5 days' prior notice (which shall be irrevocable), the
             Borrowers may (a) prepay all, but not part, of that Bank's
             Participation in the Advances together with accrued interest on the
             amount prepaid and (b) pay to one or more accounts nominated by the
             Facility Agent amounts in the relevant currencies equal, in
             aggregate, to that Bank's actual and contingent liabilities under
             its Bank Indemnity and shall charge such accounts in favour of the
             Facility Agent on terms satisfactory to the Facility Agent acting
             reasonably. Any such prepayment shall be subject to Clause 22.1
             (Breakage costs indemnity). On any such prepayment the Commitment
             of the relevant Bank shall be automatically cancelled.

10.   SECURITY

10.1  Security Documents
      The obligations and liabilities of the Borrowers to the Agents, the
      Issuing Bank and each Bank under the Financing Documents shall be secured
      by the interests and rights granted in favour of the Security Trustee in
      its capacity as trustee and, for the purposes of the laws of Austria,
      Belgium, Finland, France, The Netherlands, Norway, as agent for itself,
      the Facility Agent, the Issuing Bank, the Lead Arranger and the Banks
      under the Security Documents.

10.2  Execution of Security Documents by Dyno and its Subsidiaries
      Neste undertakes to the Finance Parties that prior to the date which falls
      45 days after the date of this Agreement, the Facility Agent and the
      Security Trustee shall have received all of the documents specified in
      Part II of Schedule 2 unless the Facility Agent has waived the receipt of
      any such documents.

10.3  Interest Rate Protection Agreements
      10.3.1 All obligations and liabilities of a Borrower to any Bank under or
             in connection with any Interest Rate Protection Agreement shall be
             treated, for all purposes (other than Clauses 9.7 (Partial
             payments) and 15.1 (Redistribution), as obligations and liabilities
             incurred under this Agreement and, for the avoidance of doubt, a
             Borrower's obligations and liabilities under any Interest Rate
             Protection Agreement shall be secured obligations and liabilities
             under the Security Documents and for such purposes any reference in
             any Security Document to a Bank shall be deemed to include that
             Bank as a party to the relevant Interest Rate Protection
             Agreements.

      10.3.2 In respect of an Interest Rate Protection Agreement, the Bank that
             is a party thereto may only exercise its rights to terminate that
             Interest Rate Protection Agreement by reason of an event of default
             (howsoever described) if:

             (a)  such event of default relates to non-payment of any amount
                  under such Interest Rate Protection Agreement by the Group
                  Company that is party thereto; or

             (b)  a resolution is passed, or a court order is made, which would
                  result in the bankruptcy, liquidation or dissolution of such
                  Group Company; or

             (c)  a Default Notice has been served pursuant to Clause 14.2.

10.4  Release of security on Disposals
      In respect of any Disposal made by a Group Company which falls within
      paragraphs (i) to (xvi) inclusive of sub-clause 12.4(b), the Security
      Trustee shall (and is authorised by the Finance Parties so to do) on the
      completion of that Disposal release, at the cost and expense of Neste,
      from the Security Documents, the assets which are the subject of that
      Disposal but, in relation to a Disposal which falls within (ii), only if
      the Security Trustee is reasonably satisfied that it will receive security
      over the asset purchased with the Net Cash Proceeds of the released asset
      equivalent to that which attached to the released asset immediately prior
      to its release from the Security Documents.

10.5  Release of security at end of Security Period
      Upon the termination of the Security Period the Security Trustee shall
      (and is authorised by the Finance Parties so to do) release at the cost
      and expense of the relevant Borrowers the Security Documents.

11.   REPRESENTATIONS AND WARRANTIES

11.1  Representations and warranties
      Neste represents and warrants to each Finance Party that:

      (a)    Status: each Group Company is a limited company duly incorporated
             under the laws of the jurisdiction of its incorporation, and it
             possesses the capacity to sue and be sued in its own name and has
             the power to carry on its business and to own its property and
             other assets;

      (b)    Powers and authority: each Group Company has power to execute,
             deliver and perform its obligations under the Transaction Documents
             and to carry out the transactions contemplated by those documents
             and all necessary corporate, shareholder and other action has been
             or will be taken to authorise the execution, delivery and
             performance of the same;

      (c)    Binding obligations: subject to the Reservations, the obligations
             of each Group Company under the Transaction Documents constitute
             its legal, valid, binding and enforceable obligations;

      (d)    Contraventions: the execution, delivery and performance by each
             Group Company of the Transaction Documents does not:

             (i)   contravene any applicable law or regulation or any order of
                   any governmental or other official authority, body or agency
                   or any judgment, order or decree of any court having
                   jurisdiction over it;

             (ii)  conflict with, or result in any breach of any of the terms
                   of, or constitute a default under, any agreement or other
                   instrument to which it is a party or any licence or other
                   authorisation to which it is subject or by which it or any of
                   its property is bound; or

             (iii) contravene or conflict with the provisions of its
                   constitutional documents;

      (e)    Insolvency: except as disclosed to the Facility Agent before the
             date of this Agreement no Group Company has taken any action nor
             have any steps been taken or legal proceedings been started or, to
             the best of its information, knowledge and belief, threatened
             against it for winding-up, dissolution or re-organisation, the
             enforcement of any Encumbrance over its assets or for the
             appointment of a receiver, administrative receiver, or
             administrator, trustee or similar officer of it or of any of its
             assets;

      (f)    No default: no Group Company is (nor would be with any of the
             giving of notice, the lapse of time, the determination of
             materiality, or the satisfaction of any other condition) in breach
             of or in default under any agreement to which it is a party or
             which is binding on it or any of its assets in a manner or to an
             extent which could reasonably be expected to have a Material
             Adverse Effect;

      (g)    Litigation: save as disclosed to the Facility Agent before the date
             of this Agreement no action, litigation, arbitration or
             administrative proceeding has been commenced, or, to the best of
             Neste's information, knowledge and belief, is pending or
             threatened, against any Group Company which, if decided adversely,
             could reasonably be expected to have a Material Adverse Effect nor
             is there subsisting any unsatisfied judgment or award given against
             any of them by any court, arbitrator or other body;

      (h)    Accounts:

             (i)   each of the latest Accounts of each Material Company required
                   to be delivered under sub-clause 12.2(a) of Clause 12.2
                   (Information Undertaking) is prepared in accordance with IAS
                   and gives a true and fair view of the financial position of
                   the relevant company as at the date to which they were
                   prepared and for the Financial Year of that company then
                   ended; and

             (ii)  each of the latest set of Management Accounts required to be
                   delivered under sub-clause 12.2(b) of Clause 12.2
                   (Information Undertaking) shows with reasonable accuracy the
                   financial position of the Group during the period to which it
                   relates;

      (i)    Encumbrances: no Encumbrance other than a Permitted Encumbrance
             exists over all or any part of the assets of any Group Company;

      (j)    No Encumbrances created: the execution of the Financing Documents
             by the Charging Group Companies and the exercise of each of their
             respective rights and the performance of each of their respective
             obligations under the Financing Documents will not result in the
             creation of, or any obligation to create, any Encumbrance over or
             in respect of any of their assets (other than under the Financing
             Documents);

      (k)    Authorisations: other than the giving of notice in respect of
             contracts to be assigned), all authorisations, approvals, licences,
             consents, filings, registrations, payment of duties or taxes and
             notarisations required:

             (i)   for the conduct of the business, trade and ordinary
                   activities of each Group Company except to the extent that
                   failure to make, pay or obtain the same would not have a
                   Material Adverse Effect;

             (ii)  for the performance and discharge of the obligations of each
                   Group Company under the Financing Documents to which it is a
                   party; and

             (iii) in connection with the execution, delivery, validity,
                   enforceability or admissibility in evidence of the Financing
                   Documents,

             are in full force and effect;

      (l)    Taxes: to the best of Neste's information, knowledge and belief,
             each Group Company has complied in all material respects with all
             Taxation laws in all jurisdictions in which it is subject to
             Taxation and has paid all Taxes due and payable by it and no claims
             are being asserted against it in respect of Taxes except for
             assessments in relation to the ordinary course of its business or
             claims contested in good faith and in respect of which adequate
             provision has been made and disclosed in the latest Accounts or
             other information delivered to the Facility Agent under this
             Agreement;

      (m)    Information Package: to the best of Neste's information, knowledge
             and belief to so far as it relates to Neste and its Subsidiaries
             and the chemicals business of Dyno and its Subsidiaries:

             (i)   the factual information contained in the Information Package
                   was, at the date of the relevant report or document, true and
                   accurate in all material respects and not misleading in any
                   material respect, there are no other facts the omission of
                   which would make any fact or statement in the Information
                   Package misleading in any material respect and nothing has
                   occurred which would render any fact or statement in the
                   Information Package untrue or misleading in any material
                   respect; and

             (ii)  all estimates, forecasts and projections contained or
                   referred to in the Information Package, and all assumptions
                   and presumptions upon the basis of which the same were made,
                   were fair and reasonable at the time they were made, and
                   nothing has occurred since the date the same were made which
                   would necessitate a material revision to any of those
                   estimates, forecasts or projections in order for them to be
                   fair and reasonable;

      (n)    Accounting reference date: the accounting reference date of each
             Group Company is 31st December;

      (o)    Corporate structure: on the Unconditional Date:

             (i)   the details of the Group set out in Part I of Schedule 4
                   (Charging Group Companies) are accurate and complete in all
                   respects; and

             (ii)  Neste has no Subsidiaries other than those companies,
                   relevant details of which are set out in Schedule 4 (The
                   Group);

      (p)    Disclosures: there is no disclosure made in the Disclosure Letter
             or any other disclosure to the Neste Acquisition Agreement, the
             Investment Agreement or the Neste Investment Agreement which makes
             or could reasonably be expected to make any of the information,
             prospects, estimates, forecasts and projections contained in the
             Information Package inaccurate in any material respect;

      (q)    Bidco: prior to the date of this Agreement, Bidco has not traded or
             undertaken any commercial activities of any kind nor (except as
             contemplated by, or otherwise in connection with, this Agreement
             and the other Transaction Documents and the transactions
             contemplated by this Agreement or by the other Transaction
             Documents) has any liabilities (other than liabilities for
             professional fees in connection with the Offer or other
             administrative liabilities in the ordinary course of its day to day
             business) or obligations, actual or contingent;

      (r)    Intellectual Property Rights: save as disclosed to the Facility
             Agent prior to the date of this Agreement:

             (i)   each Group Company owns or has the legal right to use all of
                   the Intellectual Property Rights which are material to the
                   conduct of its business or are required by it in order for it
                   to carry on its business in all material respects;

             (ii)  so far as it is aware, the operations of each Group Company
                   do not infringe any Intellectual Property Rights held by any
                   third party which infringement has or could reasonably be
                   expected to have a Material Adverse Effect;

             (iii) all Intellectual Property Rights owned by it and which are
                   material to the conduct of the business of the Group are
                   subsisting and no written claim by any third party alleging
                   any infringement of, act or process relating to registered
                   Intellectual Property Rights which would be likely to render
                   such Intellectual Property Rights subject to revocation,
                   compulsory licence, cancellation or amendment remains
                   outstanding which has or could reasonably be expected to have
                   a Material Adverse Effect; and

      (s)    Environmental: save as disclosed in the Environmental Reports, to
             the best of Neste's knowledge, information and belief, each Group
             Company has and has at all times complied with all applicable
             Environmental Law, non-compliance with which could reasonably be
             expected to have a Material Adverse Effect, every consent,
             authorisation, licence or approval required under or pursuant to
             any Environmental Law by each Group Company in connection with the
             conduct of its business and the ownership, use, exploitation or
             occupation of its assets the absence or lack of which could
             reasonably be expected to have a Material Adverse Effect, has been
             obtained and is in full force and effect, there has been no default
             in the observance of the conditions and restrictions (if any)
             imposed in, or in connection with, any of the same which default
             could reasonably be expected to have a Material Adverse Effect,
             and, to the best of Neste's information, knowledge and belief, no
             circumstances have arisen (a) which would entitle any person to
             revoke, suspend, amend, vary, withdraw or refuse to amend any of
             the same or (b) which might give rise to a claim against any Group
             Company which could reasonably be expected to have a Material
             Adverse Effect having regard to the cost to that Group Company of
             meeting such a claim;

      (t)    Offer: the making of the Offer and the acquisition by Bidco of Dyno
             Shares pursuant to the Offer will not result in any breach of the
             terms of, or constitute a default under, or give any other person a
             right to terminate any agreement or instrument to which any Group
             Company is a party or any licence or other authorisation to which
             it is subject or by which it or any of its property is bound which
             could reasonably be expected to have a Material Adverse Effect; and

      (u)    No material adverse change: since 6 December 1999 no event has
             occurred in relation to the Group which has had or could be
             reasonably expected to have a Material Adverse Effect.

11.2  Repetition
      The representations and warranties set out in Clause 11.1 (Representations
      and warranties) shall survive the execution of this Agreement and shall be
      deemed to be repeated as follows:

      (a)    each of the said representations and warranties shall be deemed to
             be repeated on the first Drawdown Date; and

      (b)    each of the said representations and warranties (other than those
             made under Clauses (e), (f), (g), and (i) to (u) inclusive of
             Clause 11.1 (Representations and warranties)) shall be repeated on
             each Drawdown Date (other than the first Drawdown Date) and each
             Issue Date,

      in each case, as if made with reference to the facts existing at the time
      of repetition.

12.   UNDERTAKINGS

12.1  Offer Related Undertakings
      Neste undertakes to procure that it and Bidco shall unless the Facility
      Agent (acting on the instructions of the Majority Banks) otherwise agrees:

      (a)    Compliance with laws, etc: in relation to the Offer, comply in all
             material respects with all relevant laws and the requirements,
             rules and regulations of all applicable regulatory authorities;

      (b)    Disclosure: make full disclosure to the Facility Agent as soon as
             reasonably practicable upon becoming aware of the same, of any
             material information which is relevant to the Offer or which
             indicates that any condition to the Offer will not be satisfied;

      (c)    Information: promptly keep the Facility Agent informed upon the
             Facility Agent's reasonable request as to the progress of the Offer
             and at the request of the Facility Agent provide the Facility Agent
             with such information in respect of the Offer that the Facility
             Agent may reasonably request; and

      (d)    No waiver or amendment: not:

             (i)   waive, revise, vary or amend any material terms of, or
                   conditions to, the Offer, including any condition relating to
                   the level of acceptances; nor

             (ii)  exercise any discretion under the material terms and
                   conditions of the Offer, including any condition relating to
                   the level of acceptances.

12.2  Information undertakings
      Neste undertakes that during the Security Period it shall, unless the
      Facility Agent (acting on the instructions of the Majority Banks)
      otherwise agrees:

      (a)    Accounts: as soon as the same become available (and in any event
             within 120 days (or, in the case of the first such Financial Year,
             150 days) after the end of each of its Financial Years), deliver to
             the Facility Agent in sufficient copies for all the Banks the
             Accounts for each such Financial Year of Neste and each Material
             Company;

      (b)    Management accounts: commencing with September 2000 as soon as the
             same become available (and in any event within 30 days (or in the
             case of the first such accounting period, 90 days and in respect of
             5 such accounting periods thereafter, 45 days) after the end of
             each successive accounting period (none of which shall be more than
             5 weeks in duration) (each an "Accounting Period") during each of
             its Financial Years), deliver to the Facility Agent in sufficient
             copies for all the Banks the consolidated management accounts (the
             "Management Accounts") of Neste for each such Accounting Period and
             in such a form as to disclose with reasonable accuracy the
             financial position of the Group and which shall include the
             following information in respect of each such Accounting Period on
             both a consolidated and a segment business unit by segment business
             unit basis:

             (i)   a statement of profit and loss;

             (ii)  a balance sheet; and

             (iii) a cashflow statement;

             together with a comparison, where appropriate, of all such
             information with the estimates, forecasts and projections in the
             relevant Operating Budget (or any replacement or substitution made
             therefor) in relation to each such Accounting Period including an
             analysis justifying any variations therefrom and, if necessary,
             revised estimates, forecasts and projections;

      (c)    Operating Budgets:

             (i)   provide to the Facility Agent (in a format acceptable to the
                   Facility Agent, acting on the instructions of the Majority
                   Banks acting reasonably) an Operating Budget for each of its
                   Financial Years during the Security Period beginning on or
                   after 1 January 2001, not less than 15 days prior to the
                   start of each such Financial Year, together with a comparison
                   of the information, estimates, forecasts and projections
                   contained therein with any relevant information, estimates,
                   forecasts and projections contained in the Financial Plan
                   including an analysis justifying any variations therefrom;
                   and

             (ii)  if any Group Company shall determine that any of the
                   estimates, forecasts or projections made in relation to any
                   of its Financial Years should be materially different from
                   those set out in the then current Operating Budget (or any
                   substitution therefor subsequently made and agreed by the
                   Facility Agent), provide to the Facility Agent revised
                   estimates, forecasts or projections in respect of any part of
                   each such Financial Year and such revised estimates,
                   forecasts or projections shall apply immediately following
                   their approval by the boards of directors of the relevant
                   company and Neste;

      (d)    Information on request: promptly following the Facility Agent's
             request, provide to the Facility Agent such other information,
             estimates, forecasts or projections in relation to any Group
             Company and any of their respective businesses, assets, financial
             condition, ownership or prospects as the Facility Agent may
             reasonably require;

      (e)    Compliance certificates: provide to the Facility Agent within 30
             days of each Quarter Date a certificate (a "Compliance
             Certificate") executed under the authority of the board of
             directors of Neste certifying that in relation to the 3 month
             period ending on each such Quarter Date all the undertakings on the
             part of Neste under this Agreement are for the time being complied
             with and including calculations relating to the financial
             undertakings set out in Clause 12.5.1 of Clause 12.5 (Financial
             Undertakings). (For the purpose of this sub-clause 12.2(e), the
             calculations shall be made by reference to the Management Accounts
             prepared for the period in relation to which the relevant
             Compliance Certificate is to be given and, in relation to a
             Compliance Certificate given in relation to the last 3 months in
             any Financial Year of Neste, Neste shall procure that the Auditors
             shall, if they are so satisfied, confirm when the relevant Accounts
             are delivered, in a confirmation addressed to the Agents, the
             Issuing Bank and the Banks, that the calculations contained in the
             relevant certificate have been made correctly, based on the
             Accounts provided that if there have been any breaches of those
             undertakings at any time during the period to which that
             certificate relates then Neste shall include in that certificate
             relevant details of all those breaches);

      (f)    IAS: ensure that all Accounts and other financial information
             submitted to the Facility Agent have been prepared in accordance
             with IAS; and

      (g)    Default, litigation, etc: promptly, upon becoming aware of the
             same, notify the Facility Agent of:

             (i)   any Default or Potential Default;

             (ii)  any litigation, arbitration or administrative proceeding
                   commenced against any Group Company involving a potential
                   liability of any Group Company exceeding Euro 1,000,000;

             (iii) any Encumbrance (other than a Permitted Encumbrance)
                   attaching to any of the assets of any Group Company; and

             (iv)  any other occurrence relating to a Group Company (including
                   any third party claim or liability) which could reasonably be
                   expected to have a Material Adverse Effect.

12.3  Positive undertakings
      Neste undertakes that during the Security Period it shall, and it shall
      procure that each Group Company, shall, unless the Facility Agent (acting
      on the instructions of the Majority Banks) otherwise agrees:

      (a)    Pay Taxes: pay and discharge all Taxes and governmental charges
             payable by or assessed upon it prior to the date on which the same
             become overdue unless, and only to the extent that, such Taxes and
             charges shall be contested in good faith by appropriate
             proceedings, pending determination of which payment may lawfully be
             withheld, and there shall (if the Auditors so advise) be set aside
             adequate reserves with respect to any such Taxes or charges so
             contested in accordance with IAS;

      (b)    Insurance: cause its assets to be and kept insured with reputable
             insurers in such amounts and against such risks as is customary for
             prudent companies carrying on business comparable to that of the
             relevant Group Company;

      (c)    Authorisations: comply with all laws and obtain, maintain and
             comply with the terms of any authorisation, approval, licence,
             consent, exemption, clearance, filing or registration required:

             (i)   for the conduct of its business, trade and ordinary
                   activities, save to the extent that failure to comply,
                   obtain, maintain or comply with the same could reasonably be
                   expected not to have a Material Adverse Effect; and

             (ii)  to enable it to perform its obligations under, or for the
                   validity, enforceability or admissibility in evidence of, any
                   Financing Document;

      (d)    Access: if a Default or Potential Default is continuing (or if any
             Agent has reasonable grounds for believing that a Default or
             Potential Default has occurred), upon reasonable notice being given
             to Neste by the Facility Agent, permit the Facility Agent and any
             person (being an accountant, auditor, solicitor, valuer or other
             professional adviser of the Facility Agent) authorised by the
             Facility Agent to have, at all reasonable times during normal
             business hours, access to the property, premises and accounting
             books and records of any Group Company and to the senior management
             of the Group;

      (e)    Ranking of obligations: ensure that its obligations under the
             Financing Documents to which it is a party shall at all times rank
             at least pari passu with all its other present and future unsecured
             and unsubordinated Indebtedness except for any obligations which
             are mandatorily preferred by law and not by contract;

      (f)    Further documents: at the request of the Facility Agent, do or
             procure the doing of all such things and execute or procure the
             execution of all such documents as are, in the opinion of the
             Facility Agent acting reasonably, necessary to ensure that the
             Facility Agent and the Banks obtain all their rights and benefits
             under the Financing Documents;

      (g)    Delivery of declarations, etc: within any relevant period laid down
             in any statute, law or regulation make all necessary declarations
             and deliver all necessary forms and documents required to be
             delivered to, filed with or registered with any governmental,
             statutory or other body or agency by it in connection with the
             Transaction Documents and any of the transactions contemplated
             under the Transaction Documents;

      (h)    Hedging: within 60 days of the date of the Agreement, procure that
             Neste enters into such interest rate protection agreements with one
             or more Banks in respect of a principal amount of at least 50 per
             cent. of the aggregate amount of the Term Loans for a period of at
             least 3 years;

      (i)    Additional security: procure that, in respect of each Material
             Company from time to time but subject to any legal prohibition or
             limitation on the giving of such Guarantee or Share Charge and the
             Group not incurring costs which are materially more extensive than
             those incurred in executing the Security Documents pursuant to
             Clause 3.1 (Conditions precedent):

             (i)   that Material Company has executed a Guarantee;

             (ii)  a Group Company has executed a Share Charge in respect of the
                   entire issued share capital of that Material Company; and

             (iii) such Group Guarantee and Share Charge have been delivered to
                   the Security Trustee within 30 days of the relevant company
                   becoming a Material Company together with such documentation
                   in support thereof as the Security Trustee may reasonably
                   require, including legal opinions (in form and content
                   satisfactory to the Security Trustee acting reasonably) from
                   lawyers reasonably acceptable to the Security Trustee;

      (j)    Compliance with Environmental Law: without prejudice to sub-clause
             (c), comply in all respects with Environmental Law save to the
             extent that non-compliance could reasonably be expected not to have
             a Material Adverse Effect and, in any event, implement any
             recommendations and proposals contained in the Environmental
             Reports substantially within the time periods specified in that
             report, or if no such time periods are specified, as soon as
             reasonably practicable;

      (k)    Dangerous materials: ensure that all Dangerous Materials treated,
             kept and stored, produced, manufactured, generated, refined or used
             from, in, upon, or under any of the real property owned by a Group
             Company are held and kept upon such real property in such a manner
             and up to such standards as they would be kept by a prudent company
             carrying on the same trade as that Group Company;

      (l)    Intellectual Property Rights: take all reasonable action to
             protect, maintain and keep in full force and effect all the rights
             and benefits of each Group Company in relation to Intellectual
             Property Rights which are material in the context of the business
             of such Group Company;

      (m)    Bidco, Neste and Neste Holdcos: procure that none of Bidco, Neste
             or the Neste Holdcos have creditors or assets and undertakes any
             activity (other than as contemplated by the Transaction Documents);

      (n)    Protection of rights under the Neste Acquisition Agreement: take
             all reasonable and practical steps to preserve and enforce its
             rights arising under the Neste Acquisition Agreement;

      (o)    Disposals to be made: in respect of Neste only, procure that:

             (i)   within 6 months of the date of this Agreement, the three
                   companies through which Dyno's speciality polymers operations
                   are sold or liquidated; and

             (ii)  within 1 month of the date of this Agreement, the interest of
                   the Group in Polimoon is sold,

      in each case in accordance with the PWC Dyno Structuring Memorandum;

      (p)    Neste Resins B.V.: use its reasonable endeavours to promptly obtain
             an approval from the works council of Neste Resins B.V. for the
             execution by Neste Resins B.V. of a Guarantee, an Asset Security
             Document and a Property Charge, each in an agreed form, and procure
             that immediately following the receipt of such approval Neste
             Resins B.V. deliver the same, together with a Certified Copy of the
             company's board minutes approving and authorising the execution and
             delivery of the said documents in accordance with Schedule 2, Part
             1, paragraph (c) of this Agreement, to the Security Trustee, and
             procure that the Security Trustee receives a legal opinion from
             Nauta Dutilh in form and substance satisfactory to it; and

      (q)    Property Charges: within 14 days after the date of this Agreement,
             procure

             (i)   the delivery by the US counsel of Neste Resins Corporation
                   and Neste Polyester Inc. to the US counsel of the Banks all
                   title reports, copies of any existing land surveys and
                   results of all environmental searches in respect of the
                   properties described in Schedule 2, Part 2, paragraphs
                   2(e)(i) and (i) together with any such further information or
                   searches in respect of those properties as the Facility Agent
                   may reasonably require; and

             (ii)  that the Facility Agent be provided full information about
                   any real properties owned by Dyno and its Subsidiaries and
                   within 45 days after the date of this Agreement procure that
                   such of Dyno or its Subsidiaries execute and deliver to the
                   Security Trustee (in each case in the form and substance
                   reasonably satisfactory to the Facility Agent) Property
                   Charges over such real properties as the Facility Agent may
                   reasonably require, together in each case with a legal
                   opinion from Calfee, Halter & Griswold LLP (and any legal
                   opinions from local counsel, if such opinions are reasonably
                   requested by the Facility Agent) together with Certified
                   Copies of the relevant Group Companies' board minutes
                   approving and authorising the execution and delivery of the
                   said documents in accordance with Schedule 2, Part 2,
                   paragraph 1. The relevant Group Companies shall procure the
                   issuance in favour of the Finance Parties policies of
                   mortgage title insurance (written on ALTA form and in amounts
                   and form reasonably acceptable to the Facility Agent) in
                   respect of all Property Charges deliverable by such Group
                   Companies pursuant to this Clause 12.3(q) and shall pay all
                   costs, fees and premiums therefor and deliver to the Facility
                   Agent such additional documentation (including without
                   limitation, UCC-1 financing statements and environmental
                   indemnity agreements) as may be required by the Facility
                   Agent (acting reasonably).

12.4  Negative undertakings
      Neste undertakes that during the Security Period it shall not, and it
      shall procure that none of the Group Companies shall, unless the Facility
      Agent (acting on the instructions of the Majority Banks) otherwise agrees:

      (a)    Negative Pledge: create or permit to subsist any Encumbrance over
             any of its assets other than Permitted Encumbrances;

      (b)    Disposal of assets: make a Disposal other than:

             (i)    in the ordinary course of its trading activities; or

             (ii)   where the Net Cash Proceeds of the Disposal of a fixed asset
                    are used within 6 months of that Disposal for the purchase
                    of a fixed asset to replace directly the fixed asset the
                    subject of that Disposal and pending such purchase, the said
                    Net Cash Proceeds are paid to the credit of such bank
                    account (bearing at least a market rate of interest) as the
                    Facility Agent may stipulate (and, which at the request of
                    the Facility Agent shall be charged to the Security
                    Trustee); or

             (iii)  a Disposal of an asset which is obsolete for the purpose for
                    which such an asset is normally utilised; or

             (iv)   a Disposal to a Charging Group Company; or

             (v)    a Disposal by a Group Company which is not a Charging Group
                    Company to another Group Company; or

             (vi)   a Disposal of cash or Cash Equivalents on arm's length terms
                    and, in each case, on terms not otherwise prohibited by this
                    Agreement; or

             (vii)  a Disposal by a Group Company on arm's length terms of fixed
                    assets in return for other fixed assets of comparable or
                    greater value and where if such first mentioned fixed assets
                    were charged or pledged under the Security Documents, the
                    second mentioned fixed assets are so charged or pledged; or

             (viii) a Disposal of the Oilfield Chemicals Business or the
                    Polyester Business where the Net Cash Proceeds of such
                    Disposal are either applied in prepayment of the Facilities
                    in accordance with Clause 7.10 or, are paid to Issueco to be
                    applied in prepayment of the Issueco Bridging Loan in
                    accordance with the proviso to Clause 7.6.1, or are used
                    within 270 days (or, in the event that there is reasonable
                    evidence within the 360 days period that such Disposal will
                    be completed within such period, 360 days) of that Disposal
                    for the purchase of a business which (1) is complimentary to
                    the Group's existing business, (2) which has annual earnings
                    before interest, Tax, Depreciation and amortisation
                    comparable on a pro forma basis with the annual earnings
                    before interest, Tax, Depreciation and amortisation of the
                    Oilfield Chemical Business or, as the case may be, the
                    Polyester Business and (3) in respect of which Neste has
                    provided a cashflow forecast for the period of 3 years
                    following such purchase which shows that on the basis of the
                    projected cashflows of the Group for such 3-year period the
                    Group can service its payment obligations under this
                    Agreement and, in any event, pending such purchase, the Net
                    Cash Proceeds are paid to the credit of such bank account
                    (bearing at least a market rate of interest) as the Facility
                    Agent may stipulate (and, which shall be charged to the
                    Security Trustee); or

             (ix)   any Disposal which constitutes a Permitted Encumbrance; or

             (x)    a Disposal of the PVC Rovin plant at Porvoo, Finland owned
                    by Neste (as referred to in the Neste Acquisition
                    Agreement); or

             (xi)   a Disposal of the formaldehyde and resin plant at Kitee,
                    Finland owned by Dynoresins Oy; or

             (xii)  a Disposal pursuant to the Dyno Explosives Sale Agreement,
                    the US Explosives Sale Agreement or the Oxo Sale Agreement;
                    or

             (xiii) a Disposal of the Paper Chemicals Business pursuant to the
                    Paper Chemicals Business Sale Agreement; or

             (xiv)  a Disposal of the Captive Insurance Company where the
                    Captive Bridging Loan is discharged in full; or

             (xv)   a Disposal of the Investcos or the Groups interest in
                    Polimoon in accordance with the PWC Dyno Structuring
                    Memorandum; or

             (xvi)  a Disposal on arm's length terms where the aggregate value
                    of the assets the subject of a Disposal by Group Companies
                    other than in accordance with paragraphs (i) to (xv) of this
                    sub-clause (b) in any Financial Year of Neste does not
                    exceed Euro 7,500,000 (for the purposes of this paragraph,
                    the value of any asset shall be the greater of its book
                    value and the consideration received for it);

      (c)    Change of business: other than as set out in the PWC Dyno
             Structuring Memorandum, make any substantial change to the general
             nature or scope of the business of the Group as a whole from that
             carried on at the date of this Agreement;

      (d)    Mergers: in relation to the Material Companies only, enter into any
             amalgamation, demerger, merger or reconstruction (other than (a) a
             reconstruction which is effected by means of capitalisation of any
             intra-Group loan permitted under this Agreement or (b) as set out
             in the PWC Dyno Structuring Memorandum;

      (e)    Fees: pay any fees or commissions to any person other than (a) on
             open market terms and for the purpose of and in the ordinary course
             of its day to day business, (b) fees incurred under any Transaction
             Document and/or as set out in the PWC Dyno Structuring Memorandum;

      (f)    Loans: make any loans or grant any credit to or for the benefit of
             any person, other than:

             (i)   amounts of credit allowed by the relevant company in the
                   normal course of its trading activities; or

             (ii)  loans made by a Group Company to a Charging Group Company; or

             (iii) loans made by a Group Company which is not a Charging Group
                   Company to another such Group Company; or

             (iv)  loans made by Charging Group Companies to Group Companies
                   which are not Charging Group Companies which do not exceed in
                   aggregate Euro 1,000,000 at any time; or

             (v)   loans made to Parentco where the proceeds of the same are
                   used by Parentco to pay Acquisition Costs; or

             (vi)  loans made by a Group Company to its employees where such
                   loans do not, when aggregated with the amount of all
                   guarantees referred to in paragraph (v) of Permitted
                   Indebtedness with all such loans made by all Group Companies,
                   exceed Euro 1,000,000 at any time;

      (g)    Indebtedness: incur or permit to subsist any Indebtedness other
             than Permitted Indebtedness;

      (h)    Acquisitions: acquire any business of, or shares or securities of,
             any company other than:

      (a)

             (i)   the shares of a Group Company; or

             (ii)  of a business by a Group Company which is not a Charging
                   Group Company from another such Group Company;

      (b)

             (i)   (1) where the aggregate of the consideration payable for, and
                   Indebtedness assumed or repaid by Group Companies in
                   connection with, all such acquisitions made by Group
                   Companies in any Financial Year of Neste does not exceed Euro
                   2,000,000 or (2) is an acquisition to which Clause
                   12.4(b)(viii) refers and is funded from the Net Cash Proceeds
                   of the Oilfield Chemicals Business or, as the case may be,
                   the Polyester Business; and

             (ii)  where the acquisition is of a business, or of shares in a
                   company whose business is, complementary to the Group's
                   existing businesses and which, on a pro forma basis, has
                   positive annual earnings before interest, Tax, Depreciation
                   and amortisation; and

             (iii) in the case of an acquisition to which paragraph (b)(i)(2)
                   above refers, if the Security Trustee reasonably requires,
                   promptly on such acquisition if the acquisition is of shares
                   comprising more than 50 per cent. of the issued share capital
                   of a company which upon such acquisition becomes a Material
                   Company or if the acquisition is of a business the acquiring
                   Group Company becomes a Material Company, subject to any
                   legal prohibition or limitation on the giving of a Guarantee
                   and Debenture (or a Group Guarantee and Asset Security
                   Document), that company executes a Guarantee and Debenture or
                   a Group Guarantee and Asset Security Document (in a form
                   approved by the Security Trustee acting reasonably and on
                   terms no more onerous and which would not impede or affect
                   the business of any member of the Group to a greater extent
                   than the security delivered on the date of Completion under
                   the laws of the jurisdiction of that company's incorporation)
                   and delivers the same to the Security Trustee together with,
                   in the latter case, a legal opinion (in a form and content
                   satisfactory to the Security Trustee (acting reasonably))
                   from lawyers appointed by the Security Trustee.

      (i)    Payments and dealings with Parentco and Issueco: without prejudice
             to the other provisions of this Clause 12.4:

             (i)   in respect of Neste only, make, pay or declare any dividend
                   or other distribution in relation to any shares forming part
                   of its issued share capital;

             (ii)  make, repay or redeem an Issueco Loan or any other loan or
                   grant any credit to or for the benefit of Parentco, Issueco
                   or any Investco or pay any interest to or for the benefit of
                   Parentco, Issueco or any Investco whether in respect of an
                   Issueco Loan or otherwise;

             (iii) enter into or give any guarantee or other instrument of
                   suretyship in respect of any obligation or liability of
                   Parentco or Issueco (other than Permitted Indebtedness
                   falling within paragraphs (t) and (u) of that definition);

             (iv)  incur or permit to subsist any Indebtedness (other than an
                   Issueco Loan or as permitted pursuant to paragraph (iii)
                   above) owed to Parentco, Issueco or any Investco;

             (v)   pay any fees or commissions to, or for the benefit of,
                   Parentco, Issueco or any Investco;

             (vi)  make any Disposal of an asset to or for the benefit of
                   Parentco, Issueco or any Investco; nor

             (vii) enter into any transaction with Parentco, Issueco or any
                   Investcos other than on arm's length terms,

             provided that:

             (1)   Group Companies may pay amounts to Parentco and Issueco by
                   way of dividends made by Neste, make loans, repay an Issueco
                   Loan, pay interest on an Issueco Loan, pay fees and, in each
                   case, whether or not on arms length terms, where such amounts
                   are forthwith used to pay:

                   (i)   fees (including, for the avoidance of doubt, directors'
                         fees) and expenses of an administrative nature incurred
                         by Parentco or Issueco;

                   (ii)  a Permitted Senior Subordinated Notes Payment; or

                   (iii) interest, fees, costs and expenses, grossing up amounts
                         and indemnity payments payable by Issueco under the
                         Issueco Bridging Loan Agreement,

                   so long as, in each case, on the date falling 2 days prior to
                   the making of the relevant payment, there is no outstanding
                   Default or Potential Default;

             (2)   a Group Company may, at a time there is no outstanding
                   Default or Potential Default, repay an Issueco Loan made to
                   it where Issueco simultaneously makes a new loan to a Group
                   Company that has executed a Guarantee in an amount at least
                   equal to the amount that is to be repaid or novate to such a
                   Group Company an Issueco Loan;

             (3)   the Group may, so long as there is no outstanding Default or
                   Potential Default, pay, in accordance with the proviso to
                   sub-clause 7.6.1 of Clause 7.6 (Mandatory prepayment of Net
                   Available Proceeds), up to an aggregate amount equal to the
                   Issueco Bridging Loan Amount, the Net Available Proceeds from
                   Disposals referred to in any of sub-clauses (viii), (xi),
                   (xiii) and (xvi) of Clause 12.4(b) to Issueco where the same
                   are applied in prepayment of the Issueco Bridging Loan; nor

      (j)    Variation of Transaction Documents: permit or effect any
             variations, novations or amendments to the Neste Acquisition
             Agreement (other than where the effect of the same is not material)
             or the Intra-Group Loan Agreements.

12.5  Financial undertakings
      12.5.1 Neste undertakes to ensure that during the Security Period, unless
             the Facility Agent (acting on the instructions of the Majority
             Banks) otherwise agrees:

             (a)   EBITDA to Total Net Interest Costs

                   the ratio of EBITDA to Total Net Interest Costs for each
                   period referred to in Column A below shall not be less than
                   the ratio set out in Column B below opposite that period:

                   Column A                                            Column B
                   Period                                              Ratio

                   12 months to 31 December 2000                       1.50:1
                   12 months to 31 March 2001                          1.55:1
                   12 months to 30 June 2001                           1.60:1
                   12 months to 30 September 2001                      1.65:1
                   12 months to 31 December 2001                       1.25:1
                   12 months to 31 March 2002                          1.35:1
                   12 months to 30 June 2002                           1.50:1
                   12 months to 30 September 2002                      1.55:1
                   12 months to 31 December 2002                       1.70:1
                   12 months to 31 March 2003                          1.85:1
                   12 months to 30 June 2003                           2.00:1
                   12 months to 30 September 2003                      2.05:1
                   12 months to 31 December 2003                       2.10:1
                   12 months to 31 March 2004                          2.15:1
                   12 months to 30 June 2004                           2.20:1
                   12 months to 30 September 2004                      2.25:1
                   12 months to 31 December 2004                       2.30:1
                   12 months to 31 March 2005                          2.40:1
                   12 months to 30 June 2005                           2.50:1
                   12 months to 30 September 2005                      2.60:1
                   Each period of 12 months falling on a Quarter       2.60:1
                   Date occurring after 30 September 2005;


             (b)   Total Net Debt to EBITDA

                   the ratio of Total Net Debt on each Quarter Date set out in
                   Column A below to EBITDA for the period of 12 months ending
                   on such Quarter Date shall not be greater than the ratio set
                   out in Column B below opposite such Quarter Date:

                   Column A                                            Column B
                   Quarter Date                                        Ratio

                   31 December 2000                                    5.90:1
                   31 March 2001                                       6.10:1
                   30 June 2001                                        5.90:1
                   30 September 2001                                   5.70:1
                   31 December 2001                                    6.90:1
                   31 March 2002                                       6.90:1
                   30 June 2002                                        6.70:1
                   30 September 2002                                   6.20:1
                   31 December 2002                                    5.45:1
                   31 March 2003                                       5.10:1
                   30 June 2003                                        4.75:1
                   30 September 2003                                   4.55:1
                   31 December 2003                                    4.50:1
                   31 March 2004                                       4.40:1
                   30 June 2004                                        4.30:1
                   30 September 2004                                   4.15:1
                   31 December 2004                                    4.00:1
                   31 March 2005                                       3.90:1
                   30 June 2005                                        3.80:1
                   30 September 2005                                   3.70:1
                   31 December 2005                                    3.50:1
                   31 March 2006                                       3.40:1
                   30 June 2006                                        3.30:1
                   30 September 2006                                   3.20:1
                   31 December 2006                                    3.10:1
                   Each Quarter Date occurring after 31                3.10:1
                   December 2006;


             (c)   EBITDA to Total Net Senior Interest Costs

                   the ratio of EBITDA to Total Net Senior Interest Costs for
                   each period referred to in Column A below shall not be less
                   than the ratio set out in Column B below opposite that
                   period:

                   Column A                                            Column B
                   Period                                              Ratio

                   12 months to 31 December 2000                       2.60:1
                   12 months to 31 March 2001                          2.70:1
                   12 months to 30 June 2001                           2.80:1
                   12 months to 30 September 2001                      2.90:1
                   12 months to 31 December 2001                       2.20:1
                   12 months to 31 March 2002                          2.45:1
                   12 months to 30 June 2002                           2.85:1
                   12 months to 30 September 2002                      2.90:1
                   12 months to 31 December 2002                       3.15:1
                   12 months to 31 March 2003                          3.50:1
                   12 months to 30 June 2003                           3.60:1
                   12 months to 30 September 2003                      3.70:1
                   12 months to 31 December 2003                       3.80:1
                   12 months to 31 March 2004                          3.90:1
                   12 months to 30 June 2004                           4.00:1
                   12 months to 30 September 2004                      4.10:1
                   12 months to 31 December 2004                       4.20:1
                   12 months to 31 March 2005                          4.40:1
                   12 months to 30 June 2005                           4.60:1
                   12 months to 30 September 2005                      4.70:1
                   12 months to 31 December 2005                       4.90:1
                   12 months to 31 March 2006                          5.00:1
                   12 months to 30 June 2006                           5.10:1
                   12 months to 30 September 2006                      5.20:1
                   12 months to 31 December 2006                       5.40:1
                   Each period of 12 months falling on a  5.40:1
                   Quarter  Date occurring after 31 December 2006;


             (d)   Cashflow to Total Funding Costs

                   the ratio of Cashflow to Total Funding Costs for each period
                   referred to in Column A below shall not be less than the
                   ratio set out in Column B below opposite that period:

                   Column A                                            Column B
                   Period                                              Ratio

                   12 months to 31 December 2000                       1.00:1
                   12 months to 31 March 2001                          1.00:1
                   12 months to 30 June 2001                           1.00:1
                   12 months to 30 September 2001                      1.00:1
                   12 months to 31 December 2001                       0.75:1
                   12 months to 31 March 2002                          0.90:1
                   12 months to 30 June 2002                           0.95:1
                   12 months to 30 September 2002                      1.00:1
                   12 months to 31 December 2002                       0.70:1
                   12 months to 31 March 2003                          0.80:1
                   12 months to 30 June 2003                           0.90:1
                   12 months to 30 September 2003                      1.05:1
                   12 months to 31 December 2003                       1.05:1
                   12 months to 31 March 2004                          1.05:1
                   12 months to 30 June 2004                           1.05:1
                   12 months to 30 September 2004                      1.05:1
                   12 months to 31 December 2004                       1.05:1
                   12 months to 31 March 2005                          1.05:1
                   12 months to 30 June 2005                           1.05:1
                   12 months to 30 September 2005                      1.10:1
                   Each period of 12 months ending on a                1.10:1
                   Quarter Date occurring after 30 September 2005;


             (e)   Capital Expenditure and Finance Lease Expenditure

                   no Group Company shall incur any Capital Expenditure or
                   Finance Lease Expenditure if it would result in the aggregate
                   Capital Expenditure and Finance Lease Expenditure incurred by
                   the Group Companies in any period set out in Column A below
                   exceeding the amount set out opposite such period in Column B
                   below (or such other amount as the Majority Banks may, acting
                   in good faith, agree from time to time):

                   Column A                                       Column B
                   Period                                         Amount (Euro)

                   Completion to 31 December 2000                 55,000,000
                   12 months to 31 December 2001                  47,000,000
                   12 months to 31 December 2002                  48,000,000
                   12 months to 31 December 2003                  50,000,000
                   12 months to 31 December 2004                  51,000,000
                   12 months to 31 December 2005                  51,000,000
                   12 months to 31 December 2006                  51,000,000
                   12 months to 31 December 2007                  51,000,000
                   12 months to 31 December 2008                  51,000,000

                   provided that in respect of a period listed in Column A
                   above, if the Group incurs Capital Expenditure and Finance
                   Lease Expenditure, in an aggregate amount which is less than
                   the amount set out opposite such period in Column B above
                   (the difference being hereafter referred to as the
                   "Additional Available Expenditure") the amount set out in
                   Column B above opposite the next succeeding period shall be
                   deemed to be increased by the Additional Available
                   Expenditure.

12.5.2
             (a)   If the directors of any Group Company determine at any time
                   during the Security Period that the accounting reference date
                   of that Group Company has or should be changed or any of the
                   accounting principles applied in the preparation of any of
                   the Accounts and the Management Accounts shall be different
                   from the Accounting Principles (including any change to IAS),
                   or if as a result of the introduction or implementation of
                   any applicable accounting standard or any change in any of
                   them or in any applicable law such accounting principles are
                   required to be changed, Neste shall promptly give notice to
                   the Facility Agent of that change, determination or
                   requirement.

             (b)   If the Facility Agent believes that the financial
                   undertakings set out in this Clause 12.5 (Financial
                   Undertakings) need to be amended as a result of any such
                   change, determination or requirement, Neste shall negotiate
                   with the Facility Agent in good faith to amend the existing
                   financial undertakings so as to provide the Banks with
                   substantially the same protections as the financial
                   undertakings set out in this Clause 12.5 (Financial
                   Undertakings) (but which are not materially more onerous).

             (c)   If Neste and the Facility Agent cannot agree such amended
                   financial undertakings within 30 days of that notice, Neste
                   and the Facility Agent shall jointly nominate a firm of
                   chartered accountants to settle the amended financial
                   undertakings, or in default of such nomination the Facility
                   Agent shall request the President for the time being of the
                   Institute of Chartered Accountants in England and Wales to
                   nominate a firm of chartered accountants for that purpose.
                   Such accountants shall act as experts and not arbitrators and
                   their decision shall be final and binding on the Parties. The
                   costs of such accountants shall be paid by Neste.

      12.5.3 The calculation of ratios and other amounts under this Clause 12.5
             (Financial Undertakings) shall be made by reference to the latest
             Accounts, Management Accounts and other financial information of
             the Group Companies for the Financial Year of Neste, or other
             period in relation to which the calculation falls to be made.

12.6  Applicability of Undertakings and Defaults to Dyno and its Subsidiaries
      12.6.1 Subject to, and without prejudice to, Clause 12.6.2, until the
             Unconditional date, Bidco shall be under no obligation to procure
             that Dyno and its Subsidiaries comply or have complied with the
             undertakings set out in Clauses 12.3 and 12.4.

      12.6.2 Until the date falling 60 days after the Unconditional Date:

             (a)   Neste shall be under no obligation under Clauses 12.3(a),
                   (j), (k) and (l) in respect of Dyno and its Subsidiaries;

             (b)   the representations at Clauses 11.1(e), (f), (g), (l) and (s)
                   will not apply to Dyno and its Subsidiaries; and

             (c)   a Default or a Potential Default shall not occur under any of
                   Clauses 13.1(h) - (l) inclusive in relation to Dyno and its
                   Subsidiaries.

      12.6.3 Until the date falling 30 days after the Unconditional Date, a
             Default or a Potential Default shall not occur under either of
             Clauses 13.1(e) and (f) inclusive in relation to Dyno and its
             Subsidiaries and, until the date falling 60 days after the
             Unconditional Date a Default or a Potential Default shall not occur
             under Clause 13.1(e) in relation to the Existing Dyno Bonds.

13.   DEFAULT

13.1  Default
      Each of the following shall be a Default:

      (a)    Non-payment: a Borrower does not pay on the due date any amount
             payable by it under this Agreement at the place at and in the
             currency and funds in which it is expressed to be payable unless
             the failure to pay such amount is due solely to administrative or
             technical delays in the transmission of funds which are not the
             fault of that Borrower and such amount is paid within 3 Business
             Days after its due date for payment; or

      (b)    Other defaults: any Charging Group Company breaches any of its
             obligations under any Financing Document (other than the
             obligations referred to in sub-clause (a)) and, if that breach is
             capable of remedy, it is not remedied within 15 Business Days after
             notice of that breach has been given by the Facility Agent to
             Neste; or

      (c)    Breach of representation or warranty: any representation, warranty
             or statement made or deemed to be repeated by any Charging Group
             Company under any Financing Document or in any document delivered
             by or on behalf of any Borrower under or in connection with any
             Financing Document is incorrect when made or deemed to have been
             repeated; or

      (d)    Unlawfulness or repudiation: it is unlawful for any Charging Group
             Company to perform or comply with, or any Charging Group Company
             repudiates, any of its obligations under any Financing Document; or

      (e)    Cross-default: any Indebtedness (other than Defeased Dyno Bonds
             Indebtedness) of all or any of the Group Companies in excess of, in
             aggregate, Euro 2,000,000:

             (i)   is not paid when due or within any originally applicable
                   grace period; or

             (ii)  is declared to be or otherwise becomes due and payable prior
                   to its specified maturity by reason of default (howsoever
                   described),

             or any creditor of all or any of the Group Companies becomes
             entitled to declare any such Indebtedness (other than Defeased Dyno
             Bonds Indebtedness) due and payable prior to its specified
             maturity; or

      (f)    Cross-default into Senior Subordinated Notes: the occurrence of an
             Event of Default as defined in the Senior Subordinated Notes
             Instrument which is continuing or the giving of notice (if
             required) or any other event or omission referred to in Section
             6.01 of the Senior Subordinated Notes Instrument which with the
             lapse of time would be an Event of Default as so defined and such
             event or omission is continuing; or

      (g)    Attachment or distress: a creditor or encumbrancer attaches or
             takes possession of, or a distress, execution, sequestration or
             other process is levied or enforced upon or sued out against, any
             of the assets of any Group Company (having a value of at least Euro
             1,000,000) and such process is not discharged within 21 days; or

      (h)    Inability to pay debts: any Material Company:

             (i)   suspends generally payment of its debts or is unable or
                   admits its inability to pay its debts as they fall due; or

             (ii)  begins negotiations with any creditor with a view to the
                   readjustment or rescheduling of any of its Indebtedness which
                   it would otherwise not be able to pay as it falls due; or

             (iii) proposes or enters into any restructuring (yrityssaneeraus),
                   composition or other arrangement for the benefit of its
                   creditors generally or any class of creditors; or

      (i)    Insolvency proceedings: any person takes any action or any legal
             proceedings are started or other steps taken (including the
             presentation of a petition) for:

             (i)   any Material Company to be adjudicated or found insolvent; or

             (ii)  the bankruptcy (konkurssi), winding-up or dissolution of any
                   Material Company other than (i) in connection with a solvent
                   reconstruction, the terms of which have been previously
                   approved in writing by the Majority Banks, (ii) a liquidation
                   sent out in the PWC Dyno Structuring Memorandum, or (iii) a
                   winding-up petition which is proved to the satisfaction of
                   the Majority Banks to be frivolous or vexatious and which is,
                   in any event, discharged within 21 days of its presentation
                   and before it is advertised; or

             (iii) the appointment of a trustee, receiver, administrative
                   receiver or similar insolvency officer in respect of any
                   Group Company or any of its assets; or

      (j)    Adjudication or appointment: any adjudication, order or appointment
             is made under or in relation to any of the proceedings referred to
             in sub-clause (i); or

      (k)    Administration order: an application is made to the court for an
             administration order under the Insolvency Act 1986 with respect to
             any Material Company; or

      (l)    Analogous proceedings: any event occurs or proceeding is taken with
             respect to any Material Company in any jurisdiction to which it is
             subject which has an effect equivalent or similar to any of the
             events mentioned in sub-clauses (g), (h), (i), (j) or (k); or

      (m)    Cessation of business: any Material Company suspends or ceases or
             threatens to suspend or cease to carry on all or a substantial part
             of its business; or

      (n)    Material adverse change: any event or series of events occur which
             has or could reasonably be expected to have a Material Adverse
             Effect; or

      (o)    Redemption of shares by Neste: without the prior written consent of
             the Facility Agent (acting on the instructions of the Majority
             Banks), Neste makes any redemption of any of its shares, purchases
             any of its shares or otherwise reduces its issued share capital; or

      (p)    Qualification of Accounts: the Auditors issue any qualification in
             respect of the Accounts of Neste or Dyno for any of its Financial
             Years where the circumstances to which such qualification relates
             have, or could reasonably be expected to have, a Material Adverse
             Effect.

13.2  Acceleration, etc.
      13.2.1 If a Default occurs and remains unremedied the Facility Agent may,
             and shall if so instructed by the Majority Banks, by notice (a
             "Default Notice") to Neste cancel the Facilities and require the
             Borrowers immediately to repay each Loan together with accrued
             interest and all other sums payable under this Agreement, whereupon
             they shall become immediately due and payable. Upon the service of
             any Default Notice the Banks' obligations to each Borrower under
             this Agreement shall be terminated and the Commitment of each Bank
             shall be cancelled.

      13.2.2 Immediately upon the Facility Agent serving a Default Notice, each
             Borrower shall in respect of each Bank Guarantee issued on its
             behalf:

             (a)   use its reasonable endeavours to procure the release of the
                   Issuing Bank from that Bank Guarantee; and

             (b)   without prejudice to sub-clause 13.2.2(a), pay to the credit
                   of such account as the Issuing Bank shall stipulate an amount
                   equal to the Guaranteed Amount of that Bank Guarantee and
                   charge such account in favour of the Issuing Bank, in such
                   manner and on such terms as the Issuing Bank may stipulate.

14.   SET-OFF
      Without prejudice to its rights at law, following a Default which is
      continuing each Finance Party may set off any matured obligation owed by a
      Borrower under any Financing Document against any obligation (whether or
      not matured) owed by the relevant Finance Party to that Borrower,
      regardless of the place of payment, booking branch or currency of either
      obligation. If the obligations are in different currencies, the relevant
      Finance Party may convert either obligation at the relevant spot rate of
      exchange of the relevant Finance Party for the purpose of the set-off.

15.   PRO RATA SHARING

15.1  Redistribution
      If any amount owing by a Borrower under this Agreement to a Bank (the
      "Sharing Bank") is discharged by voluntary or involuntary payment, set-off
      or any other manner other than through the Facility Agent in accordance
      with Clause 9 (Payments), then:

      15.1.1 the Sharing Bank shall immediately notify the Facility Agent of the
             amount discharged and the manner of its receipt or recovery;

      15.1.2 the Facility Agent shall determine whether the amount discharged is
             in excess of the amount which the Sharing Bank would have received
             had the amount discharged been received by the Facility Agent and
             distributed in accordance with Clause 9 (Payments);

      15.1.3 the Sharing Bank shall pay the Facility Agent an amount equal to
             that excess (the "excess amount") within 5 Business Days of demand
             by the Facility Agent;

      15.1.4 the Facility Agent shall treat the excess amount as if it were a
             payment by a Borrower under Clause 9 and shall pay the excess
             amount to the Banks (other than the Sharing Bank) in accordance
             with Clause 9.7 (Partial Payments); and

      15.1.5 as between the relevant Borrower and the Sharing Bank the excess
             amount shall be treated as not having been received or recovered,
             and that Borrower shall owe the Sharing Bank an immediately payable
             debt equal to the excess amount.

15.2  Legal proceedings
      Notwithstanding Clause 15.1 (Redistribution), no Sharing Bank shall be
      obliged to share any excess amount which it receives or recovers pursuant
      to legal proceedings taken by it to recover any sums owing to it under
      this Agreement with any other Bank which has a legal right to, but does
      not, either join in such proceedings or commence and diligently pursue
      separate proceedings to enforce its rights, unless the proceedings
      instituted by the Sharing Bank are instituted by it without prior notice
      having been given to such Bank through the Facility Agent and an
      opportunity to such Bank to join in such proceedings.

15.3  Reversal of redistribution
      If any excess amount subsequently has to be wholly or partly refunded to a
      Borrower by a Sharing Bank which has paid an amount equal to that excess
      amount to the Facility Agent under Clause 15.1 (Redistribution), each Bank
      to which any part of that amount was distributed shall on request from the
      Sharing Bank repay to the Sharing Bank that Bank's proportionate share of
      the amount which has to be so refunded by the Sharing Bank.

15.4  Information
      Each Bank shall on request supply to the Facility Agent such information
      as the Facility Agent may from time to time request for the purpose of
      this Clause 15 (Pro Rata Sharing).

16.   THE FINANCE PARTIES

16.1  Appointment and duties
      16.1.1  Each Bank irrevocably appoints the Facility Agent to act as its
              agent in connection with the Facilities and this Agreement and
              irrevocably authorises each Agent on its behalf to perform the
              duties and to exercise the rights, powers and discretions that are
              specifically delegated to it under or in connection with the
              Financing Documents together with any other incidental rights,
              powers and discretions. The Facility Agent, the Issuing Bank and
              each Bank irrevocably appoints the Security Trustee to act as its
              agent and trustee in connection with the Security Documents.

      16.1.2  Neither Agent shall have any duties or responsibilities except
              those expressly set out in the Financing Documents. As to any
              matters not expressly provided for, each Agent shall act in
              accordance with the instructions of the Majority Banks (but in the
              absence of any such instructions shall not be obliged to act). Any
              such instructions, and any action taken by an Agent in accordance
              with those instructions, shall be binding upon all the Banks.

      16.1.3  Each Agent may:

              (a)   act in an agency, trustee, fiduciary or other capacity on
                    behalf of any other banks or financial institutions
                    providing facilities to any Group Company or any associated
                    company of a Group Company, as freely in all respects as if
                    it had not been appointed to act as agent and/or trustee for
                    the Banks under this Agreement and without regard to the
                    effect on the Banks of acting in such capacity; and

              (b)   subscribe for, hold, be beneficially entitled to or dispose
                    of shares or securities, or options or other rights to and
                    interests in shares or securities in any Group Company or
                    any associated company of a Group Company (in each case,
                    without liability to account).

      16.1.4  Each division or department of an Agent (including, for so long as
              Citibank International plc is an Agent, the European Loans Agency
              department of Citibank International plc) shall be treated as a
              separate entity from any other division or department of that
              Agent. If any of an Agent's divisions or departments (including,
              in the case of Citibank International plc, its European Loans
              Agency department) should act for any Group Company in any
              capacity (whether as bankers or otherwise) in relation to any
              other matter, any information given by any Group Company to any
              such division or department may be treated as confidential and
              each Agent shall, as between itself and the Banks, not be obliged
              to disclose the same to any Bank or any other person.

      16.1.5  The Issuing Bank acts solely as issuer of Bank Guarantees under
              the Revolving Credit Facility and owes no fiduciary duties to any
              other Party in respect of the Financing Documents and the Bank
              Guarantees.

16.2  Payments
      16.2.1  The Facility Agent shall promptly account to the Lending Office of
              each Bank for such Bank's due proportion of all sums received by
              the Facility Agent for such Bank's account, whether by way of
              repayment or prepayment of principal or payment of interest, fees
              or otherwise.

      16.2.2  The Facility Agent shall maintain a memorandum account showing the
              principal amount of each Advance outstanding under this Agreement
              and the amount of each Bank's Participation in each Advance.

      16.2.3  Each Bank confirms in favour of the Facility Agent that, unless it
              notifies the Facility Agent to the contrary, it will be the
              beneficial owner of any interest paid to it under this Agreement,
              and it will be within the charge to United Kingdom corporation tax
              as respects that interest.

16.3  Default
      Neither Agent shall be obliged to monitor or enquire as to whether or not
      a Default or Potential Default has occurred. An Agent shall be entitled to
      assume that no Default or Potential Default has occurred unless it
      receives notice to the contrary from a Borrower or any Bank describing the
      Default or Potential Default and stating that such notice is a "Default
      Notice" or unless it is aware of a payment default under this Agreement,
      in which case it shall promptly notify each Bank and the Issuing Bank.

16.4  Reliance
      Each Agent may:

      (a)    rely on any communication or document believed by it to be genuine
             and correct and to have been communicated or signed by the person
             by whom it purports to be communicated or signed; and

      (b)    engage, pay for and rely on the advice of any professional advisers
             selected by it given in connection with the Financing Documents or
             any of the matters contemplated by the Financing Documents,

      and shall not be liable to any Party for any of the consequences of such
      reliance.

16.5  Legal proceedings
      16.5.1  Neither Agent shall be obliged to take or commence any legal
              action or proceeding against a Borrower or any other person
              arising out of or in connection with the Financing Documents until
              it shall have been indemnified or secured to its satisfaction
              against all costs, claims and expenses (including any costs award
              which may be made against it as a result of any such legal action
              or proceeding not being successful) which it may expend or incur
              in such legal action or proceeding.

      16.5.2  An Agent may refrain from doing anything which might in its
              opinion constitute a breach of any law or any duty of secrecy or
              confidentiality or be otherwise actionable at the suit of any
              person.

16.6  No liability
      16.6.1  None of the Agents, the Lead Arranger or any of their respective
              officers, employees or agents shall be liable for any action taken
              or not taken by it or any of them under or in connection with the
              Financing Documents unless directly caused by its or their gross
              negligence or wilful misconduct.

      16.6.2  None of the Agents or the Lead Arranger shall be responsible for
              any statements, representations or warranties in the Financing
              Documents or for any information supplied or provided to any Bank
              or the Issuing Bank by an Agent or the Lead Arranger in respect of
              a Borrower or any other person or for any other matter relating to
              the Financing Documents or for the execution, genuineness,
              validity, legality, enforceability or sufficiency of such
              documents or any other document referred to in the Financing
              Documents or for the recoverability of any Advance or any other
              sum to become due and payable under the Financing Documents.

16.7  Credit decisions
      16.7.1  Each Bank and the Issuing Bank:

              (a)   acknowledges that it has, independently and without reliance
                    on the Agents or the Lead Arranger, made its own analysis of
                    the transaction contemplated by, and reached its own
                    decision to enter into, this Agreement and made its own
                    investigation of the financial condition and affairs and its
                    own appraisal of the creditworthiness of the Borrowers and
                    any surety for the Borrowers' obligations; and

              (b)   shall continue to make its own independent appraisal of the
                    creditworthiness of the Borrowers and any surety for the
                    Borrowers' obligations.

      16.7.2  Each Bank and the Issuing Bank shall, independently and without
              reliance on the Agents or the Lead Arranger, make its own decision
              to take or not take action under the Financing Documents.

16.8  Information
      16.8.1  Each Agent shall provide the Banks and the Issuing Bank with all
              information and copies of all notices which are given to it and
              which by the terms of this Agreement are to be provided or given
              to the Banks and the Issuing Bank, as the case may be.

      16.8.2  Except as provided in this Agreement, none of the Agents or the
              Lead Arranger shall be under any duty or obligation:

              (a)   either initially or on a continuing basis, to provide any
                    Bank or the Issuing Bank with any credit information or
                    other information with respect to the financial condition of
                    a Borrower or which is otherwise relevant to the Facilities;
                    or

              (b)   to request or obtain any certificate, document or
                    information from a Borrower unless specifically requested to
                    do so by a Bank or the Issuing Bank in accordance with this
                    Agreement.

16.9  Relationship with Banks
      16.9.1  In performing its functions and duties under this Agreement, the
              Facility Agent shall act solely as the agent for the Banks and
              except as provided in the Financing Documents shall not be deemed
              to be acting as trustee for any Bank. Neither Agent shall assume
              or be deemed to have assumed any obligation as agent or trustee
              for, or any relationship of agency or trust with, any Borrower.

      16.9.2  No Finance Party shall be under any liability or responsibility of
              any kind to a Borrower or any other Finance Party arising out of
              or in relation to any failure or delay in performance or breach by
              a Borrower or any other Finance Party of any of its or their
              respective obligations under the Financing Documents.

16.10 Agents' position
      16.10.1 With respect to its own Participation in the Facilities, each
              Agent shall have the same rights and powers under and in respect
              of the Financing Documents as any other Bank and may exercise
              those rights and powers as though it were not also acting as agent
              and/or trustee under this Agreement. An Agent may, without
              liability to account, accept deposits from, lend money to and
              generally engage in any kind of banking, finance, advisory, trust
              or other business with or for a Borrower as if it were not the
              agent or the trustee for other persons under any Financing
              Documents.

      16.10.2 An Agent may retain for its own use and benefit (and shall not be
              liable to account to any Bank or the Issuing Bank for all or any
              part of) any sums received by it by way of agency or management or
              arrangement fees or by way of reimbursement of expenses incurred
              by it.

16.11 Indemnity
      Each Bank shall immediately on demand indemnify each Agent (to the extent
      not reimbursed by the Borrowers) rateably according to that Bank's
      Participation in the Facilities (or, if no Term Advance shall then be
      outstanding, its Commitment) from and against all liabilities, losses and
      expenses of any kind or nature whatsoever (except in respect of any
      agency, management or other fee due to that Agent) which may be incurred
      by that Agent in its capacity as agent or trustee under this Agreement or
      in any way relating to or arising out of the Financing Documents or any
      action taken or omitted by the Facility Agent in enforcing or preserving
      the rights of the Finance Parties under the Financing Documents, provided
      that no Bank shall be liable for any portion of such liabilities, losses
      or expenses resulting from an Agent's gross negligence or wilful
      misconduct.

16.12 Resignation
      16.12.1 An Agent may resign by giving at least 60 days' notice to Neste
              and each Bank. Upon receipt of a notice of resignation Neste and
              the Majority Banks may select any bank or other financial
              institution as successor Facility Agent or Security Trustee, as
              the case may be.

      16.12.2 If no bank or other financial institution selected by Neste and
              the Majority Banks shall have accepted such appointment within 20
              days after the resigning Agent has given a notice of resignation
              then the Majority Banks may, after consultation with Neste,
              appoint any bank or other financial institution as successor
              Facility Agent or Security Trustee, as the case may be.

      16.12.3 If no bank or other financial institution selected by the Majority
              Banks shall have accepted such appointment within 40 days after
              the resigning Facility Agent has given a notice of resignation
              then the resigning Facility Agent may, after consultation with
              Neste, appoint any bank or other financial institution with an
              office in London as successor Facility Agent or Security Trustee,
              as the case may be.

      16.12.4 The resignation of an Agent and the appointment of any successor
              Agent shall both become effective only upon the successor Agent
              notifying the resigning Facility Agent, Neste and each Bank that
              it accepts its appointment. On such notification:

              (a)   the resigning Agent shall be discharged from its obligations
                    and duties as Facility Agent or Security Trustee, as the
                    case may be, under the Financing Documents but it shall
                    continue to be able to rely on the provisions of this Clause
                    16 (The Finance Parties) in respect of all matters relating
                    to the period of its appointment; and

              (b)   the successor Agent shall assume the role of Facility Agent
                    or Security Trustee, as the case may be, and shall have all
                    the rights, powers, discretions and duties which the
                    Facility Agent or Security Trustee, as the case may be, has
                    under the Financing Documents.

      16.12.5 The resigning Agent shall make available to the successor Agent
              all records and documents held by it as Facility Agent or Security
              Trustee, as the case may be, and shall co-operate with the
              successor Agent to ensure an orderly transition.

16.13 Change of office
      An Agent may at any time in its sole discretion by notice to the other
      Agent, Neste and each Bank designate a different office in the United
      Kingdom from which its duties as an Agent will be performed.

16.14 Security Documents
      16.14.1 The Security Trustee shall accept without investigation,
              requisition or objection such title as any person may have to the
              assets which are subject to the Security Documents and shall not:

              (i)   be bound or concerned to examine or enquire into the title
                    of any person; nor

              (ii)  be liable for any defect or failure in the title of any
                    person, whether such defect or failure was known to the
                    Security Trustee or might have been discovered upon
                    examination or enquiry and whether capable of remedy or not;
                    nor

              (iii) be liable for any failure on its part to give notice of the
                    Security Documents to any third party or otherwise perfect
                    or register the security created by the Security Documents.

      16.14.2 The Security Trustee shall hold the benefit of the Security
              Documents upon trust for and, in respect of those Security
              Documents governed by Austrian law, Belgian law, Finnish law,
              French law, Dutch law and Norwegian law, as agent for itself, the
              Facility Agent, the Issuing Bank and the Banks. Upon the
              appointment of any successor Security Trustee under Clause 16.2
              (Payments), the resigning Security Trustee shall execute and
              deliver such documents and do such other acts and things as may be
              necessary to vest in the successor Security Trustee all the
              rights, title and interests vested in the resigning Security
              Trustee under the Security Documents.

      16.14.3 The Security Trustee is hereby appointed and hereby accepts its
              appointment as fonde de pouvoir (holder of a power of attorney) of
              the Facility Agent, the Issuing Bank and the Banks (in this Clause
              16.14.3 collectively referred to as the "Creditors" and
              individually as a "Creditor") as contemplated by Article 2692 of
              the Civil Code of Quebec to enter into, to take and to hold, on
              behalf of and for the benefit of the Creditors, the Security
              Documents governed by the laws of the Province of Quebec, Canada,
              and to exercise such powers and duties which are conferred on it
              by such Security Documents. Anyone who hereafter becomes a
              Creditor shall be deemed to have consented to and confirmed the
              Security Trustee as fonde de pouvoir and to have ratified as of
              the date he becomes a Creditor all actions taken by the fonde de
              pouvoir. As fonde de pouvoir the Security Trustee shall be
              entitled to delegate from time to time any of its powers or duties
              to such persons, and on such terms and conditions, as the Security
              Trustee may determine from time to time.

      16.14.4 Each of the Finance Parties hereby authorises the Security Trustee
              to represent each of them in executing the Security Documents in
              Indonesia in the required form and for this purpose to appear
              before notaries, PPAT (Land Deed Officials) and other competent
              officials in Indonesia without exception including, without
              limitation, before the Fiduciary Registry Office to effectuate the
              Asset Security Document to be executed by PT MUGI Dyno Indonesia
              and to carry out all acts required or incidental for the purpose
              stated in this Clause 16.14.4.

16.15 Distribution of proceeds of enforcement
      16.15.1 In this Clause 16.15 (Distribution of proceeds of enforcement):

              "Bank Outstandings" means, in respect of a Bank the aggregate of:

              (a)   all amounts actually and contingently due to it under this
                    Agreement; and

              (b)   all amounts actually and contingently due to it in respect
                    of the Interest Rate Protection Agreements.

              "Total Outstandings" means the aggregate amount of all Bank
              Outstandings.

      16.15.2 Following the enforcement of all or any of the Security Documents,
              any proceeds of enforcement received by the Security Trustee under
              the Intercreditor Agreement shall be applied as follows. The
              Security Trustee shall be entitled to deduct from the proceeds of
              such enforcement any costs, charges and expenses incurred by it in
              connection with such enforcement together with an amount equal to
              all sums due to the Agents under this Agreement before
              distributing to each Bank an amount equal to the remaining
              proceeds multiplied by:

                                Bank Outstandings of such Bank
                                      Total Outstandings

              where Bank Outstandings and the Total Outstandings are all
              calculated as at the date of distribution, provided that if a Bank
              owes moneys under this Agreement to the Issuing Bank, all
              distributions which would otherwise be made to that Bank shall be
              made to the Issuing Bank to be applied in discharge of such moneys
              until the same have been discharged in full.

      16.15.3 Where any part of any Bank Outstandings is denominated in a
              currency other than Euros, any calculation for the purposes of
              this Clause 16.15 (Distribution of proceeds of enforcement), shall
              be made on the basis of the Euro Equivalent of that part
              calculated at the date of distribution. However, an actual
              distribution may, in the Security Trustee's discretion, be made in
              the currencies of the Bank Outstandings and for this purpose the
              Security Trustee is authorised to convert any proceeds of
              enforcement (including the proceeds of any previous conversion
              under this Clause) from their existing currency into any other
              currency at such rate of exchange and at such time as the Security
              Trustee thinks fit.

      16.15.4 The Security Trustee shall notify the Facility Agent and each Bank
              of any proposed distribution and the proposed date of distribution
              and each Bank shall provide to the Security Trustee a calculation
              of what is due to it in respect of the sums referred to in
              sub-clause 16.14.1 of Clause 16.14 (Security Documents). The
              Security Trustee shall send copies of all such calculations to
              each Bank and shall make the distributions on the basis of such
              calculations.

      16.15.5 If any future or contingent liability included in the calculation
              of Bank Outstandings finally matures, or is settled, for less than
              the future or contingent amount provided for in that calculation,
              the relevant Bank shall notify the Security Trustee of that fact
              and such adjustment shall be made by payment by that Bank to the
              Security Trustee for distribution amongst the Banks as may be
              necessary to put the Banks into the position they would have been
              in (but taking no account of the time cost of money) had the
              original distribution been made on the basis of the actual as
              opposed to the future or contingent liability.

      16.15.6 The Security Trustee may, at its discretion, accumulate proceeds
              of enforcement in an interest bearing account in its own name
              until there is a minimum of Euro 1,000,000 to distribute under
              Clause 17.14.2.

16.16 Issuing Bank
      16.16.1 The Issuing Bank may, with the prior consent of Neste and the
              Facility Agent be replaced as Issuing Bank by another Bank.

      16.16.2 Any replacement of the Issuing Bank shall take effect only on the
              beneficiaries under all outstanding Bank Guarantees, if any,
              agreeing that the Bank that is to replace the existing Issuing
              Bank may be substituted in place of the existing Issuing Bank as
              the obligor under all such Bank Guarantees.

16.17 Lead Arranger
      Except as specifically provided in this Agreement, the Lead Arranger has
      no obligations of any kind to any other Party and shall not have any
      liability whatsoever to any other Party under or in connection with any
      Financing Documents.

17.   FEES AND EXPENSES

17.1  Expenses
      Neste shall on demand pay all expenses incurred (including legal,
      valuation and accounting fees but, in relation to sub-clauses 17.1 Part
      I(a) and (b), only to the extent the same are reasonable in amount), and
      any VAT on those expenses:

      (a)    by an Agent or the Lead Arranger in connection with the
             negotiation, preparation and execution of the Financing Documents
             and the other documents contemplated by the Financing Documents;

      (b)    by the Facility Agent or the Lead Arranger in respect of the
             syndication of the Facilities;

      (c)    by an Agent or the Banks in connection with the granting of any
             release, waiver or consent or in connection with any amendment or
             variation of any Financing Document, in each case, requested by a
             Group Company; and

      (d)    by an Agent or the Banks in enforcing, perfecting, protecting or
             preserving (or attempting so to do) any of their rights, or in
             suing for or recovering any sum due from a Borrower or any other
             person under any Financing Document, or any reasonable action taken
             in investigating any possible Default or Potential Default.

17.2  Arrangement and agency fees
      Neste shall pay arrangement and agency fees in accordance with the terms
      of the Fees Letter. For the avoidance of doubt, all liabilities and
      obligations of Neste under the Fees Letter shall be deemed to be incurred
      under this Agreement and shall be secured by the Security Documents.

17.3  Commitment fee
      17.3.1 Neste shall pay a commitment fee in Euro to the Facility Agent for
             the account of the Banks at the rate of 0.50 per cent. per annum on
             the unutilised amount of each of the Term Loan Facilities. The
             commitment fee shall be calculated on a day-to-day basis and a 360
             day year in respect of the Term Commitment Period and shall be
             payable on the first Drawdown Date of the Term Loan Facilities, in
             arrear at the end of each successive period of 3 months commencing
             on the date of this Agreement and also on the last day of the Term
             Commitment Period or on any earlier date on which each of the Total
             Term A Loan Commitments, the Total Term B Loan Commitments and the
             Total Term C Loan Commitments equal zero.

      17.3.2 Neste shall pay a commitment fee in Euro to the Facility Agent for
             the account of the Banks at the rate of 0.50 per cent. per annum on
             the Available Revolving Credit Facility. The commitment fee shall
             be calculated on a day-to-day basis and a 360 day year in respect
             of the Revolving Credit Commitment Period and shall be payable in
             arrear at the end of each successive period of 3 months commencing
             on the date of this Agreement and also on the last day of the
             Revolving Credit Commitment Period or on any earlier date on which
             the Total Revolving Credit Commitments equal zero.

17.4  Documentary Taxes indemnity
      All stamp, documentary, registration or other like duties or Taxes,
      including any penalties, additions, fines, surcharges or interest relating
      to those duties and Taxes, which are imposed or chargeable on or in
      connection with any Financing Document shall be paid by Neste. The
      Facility Agent shall be entitled but not obliged to pay any such duties or
      Taxes (whether or not they are its primary responsibility). If the
      Facility Agent does so Neste shall on demand indemnify the Facility Agent
      against those duties and Taxes and against any costs and expenses incurred
      by the Facility Agent in discharging them.

17.5  VAT
      17.5.1 All payments made by a Borrower under the Financing Documents are
             calculated without regard to VAT. If any such payment constitutes
             the whole or any part of the consideration for a taxable or deemed
             taxable supply (whether that supply is taxable pursuant to the
             exercise of an option or otherwise) by a Finance Party, the amount
             of that payment shall be increased by an amount equal to the amount
             of VAT which is chargeable in respect of the taxable supply in
             question.

      17.5.2 No payment or other consideration to be made or furnished to a
             Borrower by Finance Party pursuant to or in connection with any
             Financing Document or any transaction or document contemplated in
             any Financing Document may be increased or added to by reference to
             (or as a result of any increase in the rate of) any VAT which shall
             be or may become chargeable in respect of any taxable supply.

17.6  Indemnity payments
      Where in any Financing Document a Borrower has an obligation to indemnify
      or reimburse a Finance Party in respect of any loss or payment, the
      calculation of the amount payable by way of indemnity or reimbursement
      shall take account of the likely Tax treatment in the hands of the
      relevant Finance Party (as conclusively determined by the relevant party)
      of the amount payable by way of indemnity or reimbursement and of the loss
      or payment in respect of which that amount is payable.

18.   AMENDMENTS AND WAIVERS

18.1  Majority Banks
      18.1.1 Subject to sub-clause 18.2 (All Banks), any term of any Financing
             Document may be amended or waived with the written agreement of
             Neste and the Majority Banks. The Facility Agent may effect, on
             behalf of the Majority Banks, an amendment or waiver to which the
             Majority Banks have agreed.

      18.1.2 The Facility Agent shall promptly notify Neste and each Bank of any
             amendment or waiver effected under sub-clause 18.1.1 and any such
             amendment or waiver shall be binding on Neste and each Bank.

18.2  All Banks
      An amendment or waiver which relates to:

      (a)    the definition of "Majority Banks" in Clause 1.1 (Definitions);

      (b)    an extension of the date for, or a decrease in an amount or a
             change in the currency of, any payment under any Financing
             Document;

      (c)    an increase in a Bank's Commitment;

      (d)    a release of any Charging Group Company from its obligations under
             any Security Document (other than those to which Clause 10.4
             (Release of security on Disposals) applies);

      (e)    a term of any Financing Document which expressly requires the
             consent of each Bank; or

      (f)    Clause 6 (Interest) (other than an increase in the Margin which may
             be effected with the prior consent of the Majority Banks) 7
             (Repayment, Prepayment and Cancellation), 15 (Pro Rata Sharing) or
             17.3 (Commitment Fee) or this Clause 18 (Amendments and Waivers)
             (other than where the Facility Agent certifies that the relevant
             amendment or waiver is not material),

      may not be effected without the prior written consent of each Bank.

18.3  Issuing Bank
      An amendment or waiver which affects the rights and obligations of the
      Issuing Bank in that capacity may not be effected without the prior
      written consent of the Issuing Bank.

18.4  No implied waivers; remedies cumulative
      The rights of each Finance Party under the Financing Documents:

      (a)     may be exercised as often as necessary;

      (b)     are cumulative and not exclusive of its rights under the general
              law; and

      (c)     may be waived only in writing and specifically.

      Delay in exercising or non-exercise of any such right is not a waiver of
      that right.

18.5  Euro conventions
      The Facility Agent may (after consultation with the Banks) notify Neste
      that any references in this Agreement to a Business Day, day-count
      fraction or other convention (whether for the calculation of interest,
      determination of payment dates or otherwise) shall, if different, be
      amended to comply with any generally accepted conventions and market
      practice from time to time applicable to Euro denominated obligations in
      the London interbank market. Upon such notification and notwithstanding
      Clause 18.1 (Majority Banks), 18.2 (All Banks) or 18.3 (Issuing Bank),
      this Agreement shall be deemed to be amended accordingly.

19.   MISCELLANEOUS

19.1  Severance
      If any provision of this Agreement is or becomes illegal, invalid or
      unenforceable in any jurisdiction, that shall not affect:

      (a)     the legality, validity or enforceability in that jurisdiction of
              any other provision of this Agreement; or

      (b)     the legality, validity or enforceability in any other jurisdiction
              of that or any other provision of this Agreement.

19.2  Counterparts
      This Agreement may be executed in any number of counterparts and this
      shall have the same effect as if the signatures on the counterparts were
      on a single copy of this Agreement.

20.   NOTICES

20.1  Method

      20.1.1  Each notice or other communication to be given under this
              Agreement shall be given in writing in English and, unless
              otherwise provided, shall be made by fax or letter.

      20.1.2  With the consent of the relevant Bank, the Facility Agent may
              serve notices and other information on a Bank by way of electronic
              mail.

20.2  Delivery
      Any notice or other communication to be given by one Party to another
      under this Agreement shall (unless one Party has by 15 days' notice to the
      other Party specified another address) be given to that other Party, in
      the case of Neste, Bidco, the Facility Agent, the Security Trustee and the
      Issuing Bank, at the respective addresses given in Clause 20.3
      (Addresses), in the case of the Banks, at the respective addresses given
      in Schedule 1 (The Banks) or, as the case may be, the Schedule to its
      relevant Transfer Certificate and in the case of any Borrower (other than
      those becoming Borrowers as at the date of this Agreement) as set out in
      the Schedule to its relevant Deed of Accession.

20.3  Addresses
      The address and fax number of Neste, Bidco, the Facility Agent, the
      Security Trustee and the Issuing Bank are:

      (a)     Neste:

              Dynea Chemicals Oy
              Snellmaninkatu 13
              00170 Helsinki
              Finland

              Attention:           Kirsi-Marja Pasanen
              Fax:                 00 358 10 585 2094

      (b)     Bidco:

              c/o Dynea Chemicals Oy
              Snellmaninkatu 13
              00170 Helsinki
              Finland

              Attention:           Kirsi-Marja Pasanen
              Fax:                 00 358 10 585 2094

      (c)     the Facility Agent:

              Citibank International plc
              PO Box 78
              335 Strand
              London WC2R 1LS

              Attention:           Cliff Posner
              Fax:                 0207 500 4482

      (d)     the Security Trustee:

              Citibank International plc
              PO Box 78
              335 Strand
              London WC2R 1LS

              Attention:           Cliff Posner
              Fax:                 0207 500 4482

      (e)     the Issuing Bank:

              Citibank, N.A.
              PO Box 78
              335 Strand
              London WC2R 1LS

              Attention:           Richard Harper
              Fax:                 020 7500 4482

20.4  Deemed receipt
      20.4.1  Any notice or other communication given by an Agent shall be
              deemed to have been received:

              (a)   if sent by fax, with a confirmed receipt of transmission
                    from the receiving machine, on the day on which transmitted;

              (b)   in the case of a notice given by hand, on the day of actual
                    delivery;

              (c)   if posted, on the second Business Day or, in the case of
                    airmail, the fifth Business Day following the day on which
                    it was despatched by first class mail postage prepaid or, as
                    the case may be, airmail postage prepaid; or

              (d)   if sent by way of electronic mail, when received

              provided that a notice given in accordance with the above but
              received on a day which is not a Business Day or after normal
              business hours in the place of receipt shall be deemed to have
              been received on the next Business Day.

      20.4.2  Any notice or other communication given to an Agent shall be
              deemed to have been given only on actual receipt.

20.5  Notices through Facility Agent
      Any notice or other communication from or to a Borrower under this
      Agreement shall be sent through the Facility Agent.

21.   ASSIGNMENTS AND TRANSFERS

21.1  Benefit of Agreement
      This Agreement shall be binding upon and enure to the benefit of each
      Party and its successors and assigns.

21.2  Assignments and transfers by Borrowers
      No Borrower shall be entitled to assign or transfer any of its rights or
      obligations under this Agreement.

21.3  Assignments by Banks
      Any Bank may, subject to Clause 21.5 (Minimum Amounts), assign any of its
      rights and benefits under the Financing Documents to another bank or other
      financial institution (including, for the avoidance of doubt, a fund)
      provided that, until the assignee has confirmed to the Finance Parties
      that it shall be under the same obligations towards each of them as it
      would have been under if it had been a party to this Agreement as a Bank,
      the Finance Parties shall not be obliged to recognise the assignee as
      having the rights against each of them which it would have had if it had
      been such a party to this Agreement.

21.4  Transfers by Banks
      21.4.1  Any Bank may, subject to Clause 21.5 (Minimum Amounts)), transfer,
              in accordance with this Clause 21.4 (Transfers by Banks), any of
              its rights and obligations under the Financing Documents.

      21.4.2  If any Bank (the "Existing Bank") wishes to transfer all or any
              part of its Commitment or Participation in the Facilities to
              another bank or other financial institution (including, for the
              avoidance of doubt, a fund) (the "Bank Transferee"), such transfer
              may be effected by way of a novation by the delivery to, and the
              execution by, the Facility Agent of a duly completed Transfer
              Certificate, provided that if a Bank wishes to transfer all or a
              part of its Revolving Credit Commitment it shall obtain the prior
              written consent of the Issuing Bank.

      21.4.3  On the date specified in the Transfer Certificate:

              (a)   to the extent that in the Transfer Certificate the Existing
                    Bank seeks to transfer its Commitment or Participation in
                    the Facilities, the Borrowers and the Existing Bank shall
                    each be released from further obligations to each other
                    under this Agreement and their respective rights against
                    each other shall be cancelled (such rights and obligations
                    being referred to in this sub-clause 21.4.3 as "Discharged
                    Rights and Obligations");

              (b)   the Borrowers and the Bank Transferee shall each assume
                    obligations towards each other and/or acquire rights against
                    each other which differ from the Discharged Rights and
                    Obligations only insofar as the Borrowers and the Bank
                    Transferee have assumed and/or acquired the same in place of
                    the Borrowers and the Existing Bank;

              (c)   each of the Parties and the Bank Transferee shall acquire
                    the same rights and assume the same obligations among
                    themselves as they would have acquired and assumed had the
                    Bank Transferee been a party under this Agreement as a Bank
                    with the rights and/or the obligations acquired or assumed
                    by it as a result of the transfer; and

              (d)   a proportion of the Existing Bank's rights under the
                    Security Documents, equal to the proportion of the Existing
                    Bank's rights under this Agreement being transferred, shall
                    automatically be transferred to the Bank Transferee.

      21.4.4  The Facility Agent shall promptly complete a Transfer Certificate
              on request by an Existing Bank and upon payment by the Bank
              Transferee of a fee of Euro 1,500 to the Facility Agent. Each
              Party irrevocably authorises the Facility Agent to execute any
              duly completed Transfer Certificate on its behalf provided that
              such authorisation does not extend to the execution of a Transfer
              Certificate on behalf of either the Existing Bank or the Bank
              Transferee named in the Transfer Certificate.

      21.4.5  The Facility Agent shall promptly notify the Security Trustee, the
              Lead Arranger and Neste of the receipt and execution on its behalf
              by the Facility Agent of any Transfer Certificate.

21.5  Minimum Amounts
      Any transfer or assignment shall:

      (a)     be in respect of a minimum Commitment of Euro 5,000,000 or, if
              less the whole Commitment of the transferor or assignor as the
              case may be; and

      (b)     be made with the prior consent of Neste (such consent not to be
              unreasonably withheld or delayed) provided that this shall not
              apply to a transfer or assignment (a) made as part of the primary
              syndication of the Facilities, (b) to another Bank and (c) to an
              affiliate of the transferor or assignor. For these purposes, an
              "affiliate" of a Bank is a company which is a holding company or a
              Subsidiary of such Bank or a subsidiary of that holding company.

21.6  Global Transfer Agreement
      21.6.1  It is agreed that, notwithstanding any other provision of the
              Agreement, a Bank may transfer its rights and obligations under
              this Agreement by the execution of a Global Transfer Agreement.

      21.6.2  At the request of the Facility Agent, each of the Parties will
              execute a Global Transfer Agreement.

21.7  Consequences of transfer
      The Borrowers shall be under no obligation to pay any greater amount under
      this Agreement following an assignment or transfer by a Bank of any of its
      rights or obligations pursuant to this Clause 21 (Assignments and
      Transfers) if, in the circumstances existing at the time of such
      assignment or transfer, such greater amount would not have been payable
      but for the assignment or transfer.

21.8  Disclosure of information
      Each Finance Party may not disclose except to each other, to their
      professional advisers and, subject to any such person entering into a
      confidentiality undertaking in favour of Neste, to any person with whom
      they are proposing to enter, or have entered into, any kind of assignment,
      transfer, novation, participation or other agreement in relation to this
      Agreement, any information which that Finance Party has acquired under or
      in connection with any Financing Document, provided that each Finance
      Party may disclose to any person any information that such Finance Party
      has acquired under or in connection with any Financing Document which is
      already in the public domain or which it is required by law or any
      regulatory authority to disclose.

22.   INDEMNITIES

22.1  Breakage costs indemnity
      Neste shall indemnify each Bank on demand against any loss or expense
      (including any loss or expense on account of funds borrowed, contracted
      for or utilised to fund any amount payable under this Agreement, any
      amount repaid or prepaid under this Agreement or any Advance) which that
      Bank has sustained or incurred as a consequence of:

      (a)     an Advance not being made following the service of a Drawdown
              Notice (except as a result of the failure of that Bank to comply
              with its obligations under this Agreement);

      (b)     the operation of Clause 5.4 (No Alternative Currency);

      (c)     the failure of a Borrower to make payment on the due date of any
              sum due under this Agreement;

      (d)     the occurrence of any Default or the operation of Clause 13.2
              (Acceleration, etc) ); or

      (e)     (other than pursuant to Clause 8.1 (Illegality)) any prepayment or
              repayment of an Advance otherwise than on an Interest Date
              relative to that Advance.

22.2  Currency indemnity
      22.2.1  Any payment made to or for the account of or received by an Agent,
              the Issuing Bank or any Bank in respect of any moneys or
              liabilities due, arising or incurred by a Borrower to an Agent,
              the Issuing Bank or any Bank in a currency (the "Currency of
              Payment") other than the currency in which the payment should have
              been made under this Agreement (the "Currency of Obligation") in
              whatever circumstances (including as a result of a judgment
              against a Borrower) and for whatever reason shall constitute a
              discharge to that Borrower only to the extent of the Currency of
              Obligation amount which that Agent, the Issuing Bank or that Bank,
              as the case may be, is able on the date of receipt of such payment
              (or if such date of receipt is not a Business Day, on the next
              succeeding Business Day) to purchase with the Currency of Payment
              amount at its spot rate of exchange (as conclusively determined by
              that Agent, the Issuing Bank or that Bank) in the London foreign
              exchange market.

      22.2.2  If the amount of the Currency of Obligation which that Agent, the
              Issuing Bank or that Bank is so able to purchase falls short of
              the amount originally due to that Agent, the Issuing Bank or that
              Bank, as the case may be, under this Agreement, then the relevant
              Borrower shall immediately on demand indemnify that Agent, the
              Issuing Bank or that Bank, as the case may be, against any loss or
              damage arising as a result of that shortfall by paying to that
              Agent, the Issuing Bank or that Bank, as the case may be, that
              amount in the Currency of Obligation certified by that Agent, the
              Issuing Bank or that Bank, as the case may be, as necessary so to
              indemnify it.

22.3  General
      22.3.1  Each indemnity in this Clause 22 (Indemnities) shall constitute a
              separate and independent obligation from the other obligations
              contained in this Agreement, shall give rise to a separate and
              independent cause of action, shall apply irrespective of any
              indulgence granted from time to time and shall continue in full
              force and effect notwithstanding any judgment or order for a
              liquidated sum or sums in respect of amounts due under this
              Agreement or under any such judgment or order.

      22.3.2  The certificate of the relevant Agent, the Issuing Bank or the
              relevant Bank as to the amount of any loss or damage sustained or
              incurred by it shall be conclusive and binding on the Borrowers
              except for any manifest error.

23.   LAW AND JURISDICTION

23.1  Law
      This Agreement is governed by and shall be construed in accordance with
      English law.

23.2  Jurisdiction
      23.2.1  The Parties agree that the courts of England shall have
              jurisdiction to settle any disputes which may arise in connection
              with any Financing Document and that any judgment or order of an
              English court in connection with any Financing Document is
              conclusive and binding on them and may be enforced against them in
              the courts of any other jurisdiction. This sub-clause 23.2.1 is
              for the benefit of each Agent, the Issuing Bank and each Bank only
              and shall not limit the right of each Agent, the Issuing Bank and
              each Bank to bring proceedings against any Borrower in connection
              with any Financing Document in any other court of competent
              jurisdiction or concurrently in more than one jurisdiction.

      23.2.2  Each Borrower:

              (a)   waives any objections which it may have to the English
                    courts on the grounds of venue or forum non conveniens or
                    any similar grounds as regards proceedings in connection
                    with any Financing Document; and

              (b)   consents to service of process by mail or in any other
                    manner permitted by the relevant law.

23.3  Agent for service
      Each Borrower shall at all times maintain an agent for service of process
      in England. That agent shall be Neste Chemicals UK Limited of Cambridge
      House, 37 Bramhall Lane South, Bramhall Stockport, Cheshire, SK7 2DU. Any
      claim form, writ, summons, judgment or other notice of legal process shall
      be sufficiently served on each Borrower if delivered to that agent at its
      address for the time being. No Borrower shall revoke the authority of that
      agent. If for any reason that agent no longer serves as agent of each
      Borrower to receive service of process, each Borrower shall promptly
      appoint another such agent and immediately advise the Facility Agent of
      that appointment.

IN WITNESS whereof the Parties have caused this Agreement to be duly executed on
the date set out above.

<PAGE>

<TABLE>
                                                        SCHEDULE 1


                                                         THE BANKS



                                                         THE BANKS
Bank and Lending   Address for Notices           Term A Loan        Term B Loan       Term C Loan       Revolving Credit
Office                                           Commitment         Commitment        Commitment        Commitment

<S>                <C>                           <C>                <C>               <C>               <C>
Citibank, N.A.     Citibank, N.A.                Euro 189,841,693   Euro 94,920,847   Euro 94,786,533   Euro 100,000,000
336 Strand         UK Loans Processing Unit
London WC2R 1HB    P.O. Box 200
                   5th Floor
                   Cottons Centre
                   Hays Lane
                   London  SE1 2QT

                   Attn:  UK Loans Processing Unit
                   Fax:   0207 500 5806
</TABLE>

<PAGE>
                                   SCHEDULE 2

                                     Part I
                              Conditions Precedent


The conditions referred to in Clause 3.1 (Conditions Precedent) are as follows
(and for the purposes of Clause 3.1 (Conditions Precedent) any document which is
in the agreed form shall be in form and substance satisfactory to the Lead
Arranger acting reasonably):

1.    Delivery of Certified Copies

      The Facility Agent shall have received a Certified Copy of each of the
      following in form and substance satisfactory to it:

      (a)   the certificate of incorporation and any relative certificate of
            incorporation on change of name (or any foreign equivalent) of
            Parentco, Issueco and the companies listed in Part I of Schedule 4
            (Charging Group Companies);

      (b)   the constitutional documents of Parentco, Issueco and the companies
            listed in Part I of Schedule 4 (Charging Group Companies);

      (c)   the minutes of a meeting of the board of directors or, where
            relevant, a shareholders' meeting or formal approval of shareholders
            (as the case may be) of Parentco, Issueco and of each company listed
            in paragraph 3 of Part I of this Schedule 2 (Charging Group
            Companies) (including the resolutions passed at those meetings):

            (i)    approving and authorising the execution, delivery and
                   performance of each Transaction Document to which it is to be
                   a party on the terms and conditions of those documents (other
                   than in respect of the Guarantee to be executed by Neste
                   Polyester S.A. in accordance with Clause 10.2);

            (ii)   approving any transfer of the shares of any other Material
                   Company to the Security Trustee or any other Finance Party,
                   in the event that the Security Trustee or any other Finance
                   Party becomes entitled to such shares pursuant to the Share
                   Charges or any other Security Document;

            (iii)  showing that the relevant board meeting was quorate, that due
                   consideration was given by all the relevant directors present
                   of the relevant company's obligations and liabilities arising
                   under those documents and that all declarations of interests
                   required in connection with any Transaction Document to which
                   it is to be a party were made; and

            (iv)   authorising any director or other person whose name and
                   specimen signature is set out in those minutes to sign or
                   otherwise attest the execution of those documents and any
                   other documents to be executed or delivered pursuant to those
                   documents;

      (d)   each of the following documents duly executed by the parties
            thereto:

            (i)    the Investment Agreement;

            (ii)   the Oxo Sale Agreement;

            (iii)  the Intra-Group Loan Agreement;

            (iv)   the Issueco Bridging Loan Agreement;

            (v)    the terms of appointment of the Receiving Agent;

            (vi)   the Offer Document;

            (vii)  the Senior Subordinated Notes Instrument; and

      (e)   the Dyno Explosives Sale Agreement and the Captive Bridging Loan
            Agreement, each in the agreed form.

2.    Delivery of original non-security documentation, etc.

      The Facility Agent shall have received each of the following in form and
      substance satisfactory to it:

      (a)   the Fees Letter duly countersigned by Neste together with all fees
            then payable under the terms thereof;

      (b)   all items forming the Information Package (in each case addressed to
            the Finance parties or accompanied by a reliance letter in form and
            substance satisfactory to the Facility Agent acting reasonably);

      (c)   a certificate from a director of Neste that the Investors have
            pursuant to the Investment Agreement (i) subscribed in cash for
            issued share capital in Parentco of at least NOK 200,000,000 and
            (ii) invested in cash in the convertible debentures in Parentco of
            at least Euro 85,500,000, that Parentco has subscribed in cash for
            issued share capital in Issueco of at least Euro 91,500,000, that
            Issueco has subscribed in cash for issued share capital in Neste of
            the same amount and that Neste shall apply such sum, simultaneously
            with the first drawdown under this Agreement for the same purpose as
            the proceeds of the Term Loan Facilities;

      (d)   a letter from the insurance broker to the Group confirming that all
            insurances are in effect;

      (e)   a certificate from Salomon Brothers International Limited certifying
            that (i) the Senior Subordinated Notes have been issued and have
            been subscribed for in cash in an aggregate amount of Euro
            240,000,000 and (ii) that the Issueco Bridging Loan has been made in
            an amount of Euro 30,000,000;

      (f)   Neste Chemicals UK Limited's written acceptance as agent for service
            of process;

      (g)   the PWC Dyno Structuring Memorandum in the agreed form;

      (h)   a certificate from Christiana Bank og Kreditkasse certifying that
            the Christiana Facilities are unconditionally available for drawing;

      (i)   a written undertaking from Industri Kapital that it will, by 31
            December 2000, subscribe in cash for issued share capital in
            Parentco of at least Euro 4,500,000 if the Management fails to
            invest in cash for at least the same amount by such date pursuant to
            the management share incentive scheme set up by Parentco;

      (j)   an ISDA master agreement duly executed by Citibank, N.A. and Neste;

      (k)   legal opinions from each of:

            (i)    Clifford Chance as to matters of English law;

            (ii)   Luostarinen, Mettala & Sorri as to matters of Finnish law;

            (iii)  Arntzen, Underland & Co. ANS as to matters of Norwegian law;

            (iv)   Clifford Chance as to matters of French law;

            (v)    Calfee, Halter & Griswold LLP as to matters of US law;

            (vi)   McCarthy Tetrault as to matters of Canadian law;

            (vii)  Wolff Theiss & Partners as to matters of Austrian law; and

            (viii) Nauta Dutilh as to matters of Dutch law;

      (l)   a certificate from a director of Neste certifying that:

            (i)    the Offer is unconditional in all respects;

            (ii)   Bidco has received valid acceptances for at least 90 per
                   cent. of the Dyno Shares;

            (iii)  the Oxo Sale Agreement is unconditional in all respects;

            (iv)   the loan to be made pursuant to the Intra-Group Loan
                   Agreement has been made;

            (v)    all required governmental, judicial, regulatory and other
                   clearances which are necessary from the European Commission
                   and any other relevant authorities in all relevant
                   jurisdictions for completion of the Offer have been obtained;
                   and

            (vi)   there are no Encumbrances (other than Permitted Encumbrances)
                   over all or any part of the assets of Neste, Dyno and their
                   respective Subsidiaries.

3.    Delivery of Security Documents

      The Security Trustee shall have received each of the following in form and
      substance satisfactory to it:

      (a)   a Guarantee duly executed by each of:

            (i)    Neste;

            (ii)   Bidco;

            (iii)  US Holdco;

            (iv)   US Neste;

            (v)    Austrian Holdco;

            (vi)   Austrian Neste;

            (vii)  Neste Polyester Inc.;

            (viii) Neste Resins Corporation;

            (ix)   Canadian Neste;

            (x)    French Holdco;

            (xi)   French Neste; and

            (xii)  Neste Resins Oy.

      (b)   an Asset Security Document duly executed by each of:

            (i)    Neste;

            (ii)   US Holdco

            (iii)  US Neste;

            (iv)   Neste Resins Corporation;

            (v)    Neste Polyester Inc.;

            (vi)   Neste Resins Oy;

            (vii)  Austrian Holdco;

            (viii) Austrian Neste; and

            (ix)   Canadian Neste;

      (c)   a Share Charge duly executed by:

            (i)    Issueco over the entire issued share capital of Neste;

            (ii)   Bidco over the entire issued share capital of Dyno;

            (iii)  Neste over the entire issued share capital of each of Neste
                   Resins Oy, Neste Resins B.V., French Holdco, US Holdco,
                   Canadian Neste, Austrian Holdco and Bidco;

            (iv)   Austrian Holdco over the entire issued share capital of
                   Austrian Neste;

            (v)    French Holdco over the entire issued share capital of the
                   French Neste;

            (vi)   French Neste over the entire issued share capital of Neste
                   Polyester S.A.;

            (vii)  US Holdco over the entire issued share capital of the US
                   Neste; and

            (viii) US Neste over the entire issued share capital of each of
                   Neste Resins Corporation and Neste Polyester Inc.;

      (d)   a Property Charge duly executed by each of:

            (i)    Neste Resins Oy in respect of its sites at Hamina
                   (registration number of the land lease mortgage
                   75-402-1-58-L1, 75-402-1-165-L1, 75-402-1-165-L2,
                   75-402-1-165-L3 and 75-402-1-172-L1) and Joroinen
                   (registration number of the land lease mortgage
                   171-403-1-167-L1 and 171-403-1-112-L1);

            (ii)   Canadian Neste in respect of its sites at City of North Bay,
                   City of Thunder Bay and Town of Lindsay; and

            (iii)  Austrian Neste in respect of its sites registered at the Land
                   Register (Grundbuch) Weinzirl bei Krems 012138 under EZ 530,
                   EZ 309 and property share no. 25 of EZ 17; and

      (e)   the Intercreditor Agreement duly executed by the parties to it,

      together with, in each case, all documents deliverable with them
      (including, but not limited to, the guarantee fee letters in respect of
      the guarantees to be granted by each of French Holdco, French Neste and
      Neste Polyester S.A.).

<PAGE>

                                    Part II
                              Conditions Subsequent

The conditions subsequent referred to in Clause 10.2 (Conditions Subsequent) are
as follows (and for the purposes of Clause 10.2 (Conditions Subsequent) any
document which is in the agreed form shall be in form and substance satisfactory
to the Lead Arranger acting reasonably):

1.    Delivery of Certified Copies

      The Facility Agent shall have received a Certified Copy of each of the
      following in form and substance satisfactory to it:

      (a)   the minutes of a meeting of the board of directors or, where
            relevant, a shareholders' meeting or formal approval of shareholders
            (as the case may be) of each company listed in paragraph 2, Part II
            of this Schedule 2 (Conditions Subsequent) (including the
            resolutions passed at those meetings):

            (i)    approving and authorising the execution, delivery and
                   performance of each Transaction Document to which it is to be
                   a party on the terms and conditions of those documents,
                   including, for the avoidance of doubt, the authorisation by a
                   shareholders' meeting of Neste Polyester S.A. of the Share
                   Charge over its shares by Neste Chimie France S.A. pursuant
                   to article 13 of the by-laws of Neste Polyester S.A.;

            (ii)   approving any transfer of the shares of any other Material
                   Company to the Security Trustee or any other Finance Party,
                   in the event that the Security Trustee or any other Finance
                   Party becomes entitled to such shares pursuant to the Share
                   Charges or any other Security Document;

            (iii)  showing that the relevant board meeting was quorate, that due
                   consideration was given by all the relevant directors present
                   of the relevant company's obligations and liabilities arising
                   under those documents and that all declarations of interests
                   required in connection with any Transaction Document to which
                   it is to be a party were made; and

            (iv)   authorising any director or other person whose name and
                   specimen signature is set out in those minutes to sign or
                   otherwise attest the execution of those documents and any
                   other documents to be executed or delivered pursuant to those
                   documents.

2.    Delivery of Security Documents and Legal Opinions

      The Security Trustee shall have received each of the following in form and
      substance satisfactory to it:

      (a)   a Guarantee duly executed by each of:

            (i)    Dyno;

            (ii)   Dynoresins Oy

            (iii)  Neste Polyester S.A.;

            (iv)   Dyno Overlays Inc.;

            (v)    Dyno Nederland BV;

            (vi)   Dyno Chemie NV (Belgium);

            (vii)  Dyno Industries USA Inc.; and

            (viii) Dyno Industries Pte. Ltd (Singapore);

      (b)   an Asset Security Document duly executed by each of:

            (i)    Dyno;

            (ii)   Dyno Nederland BV;

            (iii)  Dyno Industries Pte. Ltd (Singapore);

            (iv)   Dyno Chemie NV (Belgium);

            (v)    Dyno Overlays Inc.;

            (vi)   Dynoresins Oy; and

            (vii)  Dyno Industries USA Inc.;

      (c)   a Guarantee and Debenture duly executed by each of:

            (i)    Dynochem Ireland Ltd; and

            (ii)   Dynochem UK Ltd;

      (d)   a Share Charge duly executed by:

            (i)    Dynoresins Oy and Dyno Industries USA Inc. over the entire
                   issued share capital of Dyno Overlays Inc.;

            (ii)   Dyno over the entire issued share capital of Dyno Industries
                   USA Inc;

            (iii)  Dyno over the entire issued share capital of Dynochem Ireland
                   Ltd.;

            (iv)   Dyno Industries UK Limited over the entire issued share
                   capital of Dynochem UK Ltd.;

            (v)    Dyno and Dyno Nederland BV over the entire issued share
                   capital of Dyno Chemie NV (Belgium);

            (vi)   Dyno over the entire issued capital of Dyno Nederland BV;

            (vii)  Dyno over the entire issued share capital of Dynoresins Oy;
                   and

            (viii) Dyno over the entire issued share capital of Dyno Industries
                   Pte. Ltd (Singapore).

      (e)   a Property Charge duly executed by each of:

            (i)    Neste Resins Corporation in respect of its sites at (1) 4785
                   North 28th Street, Springfield, Oregon 97477, USA, (2) 6175
                   American Road, Toledo, Ohio 43612, USA, (3) Highway 167
                   North, Winnfield, Louisiana 71483, (4) Highway 84 West,
                   Andalusia, Alabama 36420, USA and (5) Corinth Road, Manicure,
                   North Carolina 27559, USA; and

            (ii)   Neste Polyester Inc. in respect of its site at 435 Harrison,
                   Elkhart, IN46516, USA;

      together with, in each case, all documents deliverable with them.

      (f)   legal opinions from each of:

            (i)    Clifford Chance as to matters of English law;

            (ii)   Luostarinen, Mettala & Sorri as to matters of Finnish law;

            (iii)  Arntzen, Underland & Co. ANS as to matters of Norwegian law;

            (iv)   Calfee, Halter & Griswold LLP as to matters of US law;

            (v)    McCann Fitzgerald as to matters of Irish law;

            (vi)   Nauta Dutilh as to matters of Dutch law;

            (vii)  Clifford Chance as to matters of Singapore law; and

            (viii) Loeff Claeys Verbeke as to matters of Belgian law.

<PAGE>

                                   SCHEDULE 3

                                     Part I
                                 DRAWDOWN NOTICE



To:    CITIBANK INTERNATIONAL plc

From:  *[BORROWER]

                                                                   *[date]



Dear Sirs,

Credit Agreement dated * (the "Credit Agreement")

Terms defined in the Credit Agreement have the same meaning in this notice.

We request an Advance to be drawn down under the Credit Agreement as follows:

1.    Facility:

2.    Amount [and currency](1) of Advance:

3.    Drawdown Date:

4.    Duration of Interest Period:

5.    Payment instructions:
      (if applicable)

We confirm that today and on the Drawdown Date:

(a)   the representations and warranties in Clause 11.1 (Representations and
      Warranties) by Neste to be repeated are and will be correct; and

(b)   no Default or Potential Default has occurred and is continuing or will
      occur on the making of the Advance.



SIGNED

For and on behalf of

*[BORROWER]

(a company incorporated in * under number *)



(1) Revolving Advance only

<PAGE>

                                   SCHEDULE 3

                                    Part II
                             BANK GUARANTEE REQUEST

To:      CITIBANK INTERNATIONAL plc

From:    *[BORROWER]

*[date]



Dear Sirs,

Credit Agreement dated * (the "Credit Agreement")

Terms defined in the Credit Agreement have the same meaning in this request.

We request a Bank Guarantee to be issued under the Revolving Credit Facility in
the form attached:

1.    Issue Date:

2.    Amount and currency of Bank Guarantee:

3.    Purpose of Bank Guarantee:

4.    Expiry date of Bank Guarantee:

We confirm that today and on the Issue Date:

(a)   the representations and warranties in Clause 11 (Representations and
      Warranties) by Neste to be repeated are and will be correct; and

(b)   no Default or Potential Default has occurred and is continuing or will
      occur on the issue of the Bank Guarantee.



SIGNED

For and on behalf of

*[BORROWER]

(a company incorporated in * under number *)


<PAGE>

                                   SCHEDULE 4

                                    THE GROUP

                                     Part I
                            CHARGING GROUP COMPANIES

Name                                            Jurisdiction of incorporation
Neste                                           Finland
Bidco                                           Norway
Dynea ASA                                       Norway
Austrian Holdco                                 Austria
French Holdco                                   France
US Holdco                                       USA
Austrian Neste                                  Austria
Dynea Canada Inc.                               Canada
US Neste                                        USA
Dynea USA Inc.                                  USA
Neste Polyester Inc.                            USA
Dynea Finland Oy                                Finland
Dynea B.V.                                      The Netherlands
Dynochem Ireland Ltd.                           Ireland
Dynea Overlays Inc.                             USA
Dyno Industries USA Inc.                        USA
Dynea Overlays Oy                               Finland
Dyno Nederland BV                               The Netherlands
Dynea UK Ltd.                                   England and Wales
Dynea Singapore Pte. Ltd.                       Singapore
Dynea NV                                        Belgium


                                    Part II
                              OTHER GROUP COMPANIES

Name                                            Jurisdiction of incorporation
German Neste                                    Germany
Neste Chemicals Iberica S.L.                    Spain
Neste Chemicals Scandinavia AB                  Sweden
PT Dyno MUGI Indonesia                          Indonesia
Dyno Oilfield Chemicals Australia Pty Ltd.      Australia
Krems Knapsack Phosporprodukte GmbH             Austria
Neste Kemi Danmark A/S                          Denmark
Neste Chemicals Italia S.R.L.                   Italy
Neste Polyester Oy                              Finland
Krems Chemie Magyar Gyanta KFT.                 Hungary
KVS Kunststoff Verbund Systeme                  Germany
Dynea Mexico S.A. de C.V.                       Mexico
Nordalim AS                                     Norway
Nordcoll AS                                     Norway
Neste Kjemi Norge A/S                           Norway
Dynea Polska SP Z.O.O.                          Poland
Neste Chemicals Eesti Ou                        Estonia
Nordkem B.V.                                    The Netherlands
PT Dyno Indria (Indonesia)                      Indonesia
ABB Krems Service GmbH                          Austria
A/S Tollbodgaten 22                             Norway
Dyno Invest                                     Norway
ABB Krems Service GmbH & Co KG                  Austria
Beijing Dynea Chemicals Industry Co Ltd         China
DOFC Asia Pacific Pte. Ltd (Singapore)          Singapore
DOFC Australia Pty. Ltd                         Australia
DOFC Indonesia                                  Indonesia
DOFC ME FZE (United Arab Emirates)              UAE
DOFC UK Ltd                                     England and Wales
Dynea Chemicals and Plastics Co. Ltd (Shanghai) China
Dyno Chemie BV (Netherlands)                    The Netherlands
Dyno Industries UK                              England and Wales
Dyno Pakistan Ltd                               Pakistan
Dynea Polska Ltd                                Poland
Dyno TTI Chemical Co. Ltd (Thailand)            Thailand
Dynea NZ Ltd                                    New Zealand
Dynochem Sch. Bhd. (Malaysia)                   Malaysia
Dynochem Vietnam                                Vietnam
Gluestick AB                                    Sweden
Industries Quimicas Dyno Do Brasil              Brazil
Krems Chemie Magyar Gyanta KFT                  Hungary
Krystal Norsk Lim AS                            Norway
KVS Kunstsoff Verbund Systeme                   Germany
Duetschland GmbH


<PAGE>


                                   SCHEDULE 5
                               MANDATORY COST RATE

The Mandatory Cost Rate is an addition to the interest rate on an Advance to
compensate the Banks for the cost attributable to an Advance resulting from the
imposition from time to time under or pursuant to the Bank of England Act 1998
(the "Bank of England Act") and/or by the Bank of England and/or the Financial
Services Authority (the "FSA") (or other United Kingdom governmental authorities
or agencies) of a requirement to place non-interest-bearing or Special Deposits
(whether interest bearing or not) with the Bank of England and/or pay fees to
the FSA calculated by reference to liabilities used to fund the Advance.

The Mandatory Cost Rate shall be the rate determined by the Facility Agent to be
equal to the arithmetic mean (rounded upward, if necessary, to 4 decimal places)
of the respective rates notified by each Reference Bank to the Facility Agent as
the rate resulting from the application (as appropriate) of the following
formulae:

     in relation to an Advance denominated in Sterling:  XL + S(L - D) + F  0.01
                                                         -----------------------
                                                               100 - (X + S)

     in relation to an Advance denominated in

a currency other than Sterling:                 F  0.01
                                                -------
                                                  300

where on the day of application of a formula:

X     is the percentage of Eligible Liabilities (in excess of any stated
      minimum) by reference to which that Reference Bank is required under or
      pursuant to the Bank of England Act to maintain cash ratio deposits with
      the Bank of England;

L     is LIBOR for the relevant Advance for the relevant period;

F     is the rate of charge payable by that Reference Bank to the FSA pursuant
      to paragraph 2.02 or 2.03, as the case may be, of the Fees Regulations
      (but where, for this purpose, the figures at paragraphs 2.02b and 2.03b of
      the Fees Regulations shall be deemed to be zero) and expressed in pounds
      per (pound)1 million of the Fee Base of that Reference Bank;

S     is the level of interest bearing Special Deposits, expressed as a
      percentage of Eligible Liabilities, which that Reference Bank is required
      to maintain by the Bank of England (or other United Kingdom governmental
      authorities or agencies); and

D     is the percentage rate per annum payable by the Bank of England to that
      Reference Bank on Special Deposits.

(X, L, S and D shall be expressed in the formula as numbers and not as
percentages, e.g. if X = 0.15% and L = 7%, XL will be calculated as 0.15 7 and
not as 0.15% 7%. A negative result obtained from subtracting D from L shall be
counted as zero.)

If any Reference Bank fails to notify any such rate to the Facility Agent, the
Mandatory Cost Rate shall be determined on the basis of the rate(s) notified to
the Facility Agent by the remaining Reference Bank(s).

The Mandatory Cost Rate attributable to an Advance or other sum for any period
shall be calculated at or about 11.00 a.m. on the first day of that period for
the duration of that period.

The determination of the Mandatory Cost Rate in relation to any period shall, in
the absence of manifest error, be conclusive and binding on the Parties.

If there is any change in circumstance (including the imposition of alternative
or additional requirements) which in the reasonable opinion of the Facility
Agent renders or will render either of the above formulae (or any element of the
formulae, or any defined term used in the formulae) inappropriate or
inapplicable, the Facility Agent (following consultation with the Borrowers and
the Majority Banks) shall be entitled to vary the same by giving notice to the
Parties. Any such variation shall, in the absence of manifest error, be
conclusive and binding on the Parties and shall apply from the date specified in
such notice.

For the purposes of this Schedule:

      "Eligible Liabilities" and "Special Deposits" have the meanings given to
      those terms under or pursuant to the Bank of England Act or by the Bank of
      England (as may be appropriate), on the day of the application of the
      formula.

      "Fee Base" has the meaning given to that term for the purposes of, and
      shall be calculated in accordance with, the Fees Regulations.

      "Fees Regulations" means, as appropriate, either:

      (a) the Banking Supervision (Fees) Regulations 2000; or

      (b) such regulations as from time to time may be in force, relating to the
          payment of fees for banking supervision in respect of periods
          subsequent to 31st March 2000.


<PAGE>

                                   SCHEDULE 6
                          FORM OF TRANSFER CERTIFICATE

                              TRANSFER CERTIFICATE



To:      Citibank International plc

         and the other parties to the Credit Agreement (as defined below)



This transfer certificate ("Transfer Certificate") relates to a credit agreement
dated * 2000 and made, among others, between (1) Dynea Chemicals Oy (formerly
known as Neste Chemicals Oy), (2) Nordkem AS, (3) certain banks, (4) Citibank
International plc as facility agent, (5) Citibank International plc as security
trustee, (6) Citibank, N.A. as issuing bank and (7) Salomon Brothers
International Limited as lead arranger in respect of a term A loan facility, a
term B loan facility, a term C loan facility and a multicurrency revolving loan
and guarantee facility (the "Credit Agreement", which term shall include any
amendments or supplements to it).

Terms defined and references construed in the Credit Agreement shall have the
same meanings and construction in this Transfer Certificate.

1.    *[insert full name of Existing Bank] (the "Existing Bank"):

      (a) confirms that to the extent that details appear in the Schedule to
          this Transfer Certificate under the headings "Existing Bank's
          Commitment" and "Existing Bank's Participation in the Facilities",
          those details accurately summarise its Commitment and its
          Participation in the Facilities all or part of which is to be
          transferred; and

      (b) requests *[insert full name of Bank Transferee] (the "Bank
          Transferee") to accept and procure, in accordance with Clause 22.4
          (Transfers by Banks) of the Credit Agreement, the substitution of the
          Existing Bank by the Bank Transferee in respect of the amount of its
          Commitment and its Participation in the Facilities to be transferred
          as specified in the Schedule to this Transfer Certificate by signing
          this Transfer Certificate.

2.    The Bank Transferee requests each of the Parties to accept this executed
      Transfer Certificate as being delivered under and for the purposes of
      Clause 22.4 (Transfers by Banks) of the Credit Agreement so as to take
      effect in accordance with the provisions of that Clause on *[insert date
      of transfer].

3.    The Bank Transferee:

      (a) confirms that it has received a copy of the Credit Agreement together
          with such other documents and information as it has requested in
          connection with this transaction;

      (b) confirms that it has not relied and will not rely on the Existing Bank
          to check or enquire on its behalf into the legality, validity,
          effectiveness, adequacy, accuracy or completeness of any such
          documents or information; and

      (c) agrees that it has not relied and will not rely on the Agents, the
          Issuing Bank, the Existing Bank or any other Bank to assess or keep
          under review on its behalf the financial condition, creditworthiness,
          condition, affairs, status or nature of the Borrowers or any other
          party to the Security Documents.

4.    The Bank Transferee undertakes with the Existing Bank and each of the
      other parties to the Credit Agreement that it will perform, in accordance
      with its terms, all those obligations which, by the terms of the Credit
      Agreement, will be assumed by it upon delivery of the executed copy of
      this Transfer Certificate to the Facility Agent.

5.    On execution of this Transfer Certificate by the Facility Agent on their
      behalf, the Parties accept the Bank Transferee as a party to the Credit
      Agreement in substitution for the Existing Bank with respect to all those
      rights and/or obligations which, by the terms of the Credit Agreement,
      will be assumed by the Bank Transferee after delivery of the executed copy
      of this Transfer Certificate to the Facility Agent.

6.    None of the Existing Bank, the other Banks, the Agents, the Issuing Bank
      or the Lead Arranger:

      (a) makes any representation or warranty or assumes any responsibility
          with respect to the legality, validity, effectiveness, adequacy or
          enforceability of the Credit Agreement or any of the other Financing
          Documents; or

      (b) assumes any responsibility for the financial condition of the
          Borrowers or any other party to the Credit Agreement or any of the
          other Financing Documents or any other document or for the performance
          and observance by the Borrowers or any other party to the Credit
          Agreement or any of the other Financing Documents or any other
          document of its or their obligations and any and all conditions and
          warranties, whether express or implied by law or otherwise, are
          excluded.

7.    The Bank Transferee confirms that its Lending Office and address for
      notices for the purposes of the Credit Agreement are as set out in the
      Schedule to this Transfer Certificate.

8.    The Existing Bank gives notice to the Bank Transferee (and the Bank
      Transferee acknowledges and agrees with the Existing Bank) that the
      Existing Bank is under no obligation to re-purchase (or in any other
      manner to assume, undertake or discharge any obligation or liability in
      relation to) the transferred Commitment and Participation at any time
      after this Transfer Certificate shall have taken effect.

9.    Following the date upon which this Transfer Certificate shall have taken
      effect, without limiting the terms of this Transfer Certificate, each of
      the Bank Transferee and the Existing Bank acknowledges and confirms to the
      other that, in relation to the transferred Commitment and Participation,
      variations, amendments or alterations to any term of any Financing
      Document arising in connection with any renegotiation or rescheduling of
      the obligations under the Credit Agreement shall apply to and be binding
      on the Bank Transferee alone.

10.   This Transfer Certificate is governed by and shall be construed in
      accordance with English law.

<PAGE>
                                  THE SCHEDULE





Existing Bank's Commitment                   Amount of Commitment Transferred











Existing Bank's Participation in the         Amount of Participation Transferred

Facilities









*[insert full name of Bank Transferee]

Lending Office                               Address for notices

*                                            *[address]

                                             Attention:

                                             Telex:

                                             Answerback:

                                             Fax:


<PAGE>

*[Bank Transferee]



By: _________________________________________

(Duly authorised)





*[Existing Bank]



By: _________________________________________

(Duly authorised)





The Facility Agent on behalf of itself and all other parties to the Credit
Agreement



By: _________________________________________

(Duly authorised)





Dated:

<PAGE>

                                   SCHEDULE 7
                            FORM OF DEED OF ACCESSION



THIS DEED is made this [    ] day of  [         ]  19[    ] by  [        ]  (the
"New Party") in favour of the other parties to the Credit Agreement (as defined
below).



RECITALS:

(A)   This Deed is supplemental to a credit agreement (the "Credit Agreement")
      dated [   ] 2000 made, among others, between (1) Dynea Chemicals Oy
      (formerly known as Neste Chemicals Oy), (2) Nordkem AS, (3) certain banks,
      (4) Citibank International plc as facility agent, (5) Citibank
      International plc as security trustee, (6) Citibank, N.A. as issuing bank
      and (7) Salomon Brothers International Limited as lead arranger.

(B)   The New Party wishes to accede to the Credit Agreement as a Borrower.

(C)   It is a term of the Credit Agreement that, in order to accede as a
      Borrower, the New Party must enter into this Deed.

NOW THIS DEED WITNESSES AS FOLLOWS

1.    Terms defined and references construed in the Credit Agreement shall have
      the same meanings and construction in this Deed.

2.    The New Party:

      (a) agrees to be bound by all the terms and conditions of the Credit
          Agreement insofar as they relate to a Borrower as if the New Party was
          a party to the Credit Agreement in such capacity; and

      (c) represents and warrants to the Agents, the Issuing Bank and the Banks
          in the terms of sub-clauses 12.1.1 to 12.1.7 of Clause 11.1
          (Representations and Warranties) but such representations and
          warranties shall be given so as to apply, mutatis mutandis, to the New
          Party only.

3.    The New Party confirms that it has delivered to the Facility Agent the
      documents specified in the Schedule to this Deed.

4.    The New Party agrees that it shall accede to the Credit Agreement
      immediately upon the Facility Agent countersigning this Deed.

IN WITNESS whereof the New Party has caused this Deed to be executed on the day
set out above.



THE COMMON SEAL of                    )
[          ]                          )
was hereunto affixed in               )
the presence of:                      )

                                      Director
                                      Director/Secretary


We agree, on behalf of all the parties to the Credit Agreement, that the New
Party shall, from the date of our signature, accede to the Credit Agreement as
if it were a Borrower named therein and a party to the Credit Agreement.

SIGNED



_______________________________
for and on behalf of
[              ]
as Facility Agent          Date: [        ]


                                    SCHEDULE

(a)   A Certified Copy of our memorandum and articles of association or
      equivalent constitutional documents.

(b)   A Certified Copy of the resolution of our Board of Directors approving the
      transactions contemplated by this Deed and authorising the execution of
      this Deed and any other documents contemplated by the Credit Agreement.

(c)   Certified Copies of all other resolutions, authorisations, approvals,
      consents and licences, corporate, official or otherwise, necessary or
      desirable, to enable us to give effect to the transactions contemplated by
      this Deed and for the validity and enforceability of this Deed.

[(d)  The relevant Security Documents duly executed by each Charging Group
      Company in respect of the obligations of the New Party, together with (i)
      Certified Copies of the equivalent documents referred to in paragraphs
      (a), (b) and (c) above in respect of each Charging Group Company and (ii)
      a legal opinion supporting such Security Documents executed by any
      non-English Charging Group Company.]

(e)   A legal opinion from counsel approved by the Facility Agent.

<PAGE>

                                   SCHEDULE 8




Tranche                                   Original Euro Amount

Tranche A2 (US$)                          Euro 49,230,215

Tranche A3 (Can$)                         Euro 36,328,000

Tranche B2 (NOK)                          Euro 31,425,217

Tranche B3 (US$)                          Euro 24,615,107

Tranche B4 (Can$)                         Euro 18,164,000

Term C Loan Facility                      Euro, 94,786,533

<PAGE>

Neste

SIGNED by E. SIHVONEN                  )
for and on behalf of                   )        E. SIHVONEN
NESTE CHEMICALS OY                     )



Bidco



SIGNED by E. SIHVONEN                  )
for and on behalf of                   )        E. SIHVONEN
NORDKEM AS                             )



The Facility Agent

SIGNED by Y. PERREVE                   )
for and on behalf of                   )        Y. PERREVE
CITIBANK INTERNATIONAL plc             )



The Security Trustee

SIGNED by Y. PERREVE                   )
for and on behalf of                   )        Y. PERREVE
CITIBANK INTERNATIONAL plc             )



The Issuing Bank

SIGNED by Y. PERREVE                   )
for and on behalf of                   )        Y. PERREVE
CITIBANK, N.A.                         )





The Lead Arranger

SIGNED by Y. PERREVE                   )
for and on behalf of                   )        Y. PERREVE
SALOMON BROTHERS                       )
INTERNATIONAL LIMITED                  )



The Banks

SIGNED by Y. PERREVE                   )
for and on behalf of                   )        Y. PERREVE
CITIBANK, N.A.                         )