Exhibit 4.3

REVOLVING CREDIT
FACILIY AGREEMENT

SEK 400,000,000

dated 18 June 2002

between

METRO SWEDEN HOLDING AB

as Borrower

and

NORDEA BANK SWEDEN AB (publ)

as Arranger, Facility Agent
and Security Agent

and

THE FINANCIAL INSTITUTIONSlisted in Schedule 1

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Revolving Credit Facility Agreement
relating to the acquisition of
Metro Nordic Sweden AB

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VINGE

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INDEX

|Clause |                                      |  | Page
|------ | ------------------------------------ |  | ----
|1.     | Definitions and interpretation       |  | 1   
|2.     | Facility                             |  | 9   
|3.     | Purpose                              |  | 10  
|4.     | Conditions precedent                 |  | 10  
|5.     | Utilisation                          |  | 10  
|6.     | Repayment and cancellation           |  | 11  
|7.     | Prepayment and cancellation          |  | 12  
|8.     | Interest                             |  | 15  
|9.     | Terms                                |  | 15  
|10.    | Market disruption                    |  | 16  
|11.    | Taxes                                |  | 16  
|12.    | Increased Costs                      |  | 18  
|13.    | Mitigation                           |  | 18  
|14.    | Payments                             |  | 19  
|15.    | Representations & warranties         |  | 20  
|16.    | Information covenants                |  | 24  
|17.    | Financial covenants                  |  | 25  
|18.    | General covenants                    |  | 25  
|19.    | Default                              |  | 28  
|20.    | The Administrative Parties           |  | 31  
|21.    | Evidence                             |  | 36  
|22.    | Fees                                 |  | 36  
|23.    | Indemnities and Broken Funding Costs |  | 36  
|24.    | Expenses                             |  | 37  
|25.    | Amendments and waivers               |  | 38  
|26.    | Changes to the Parties               |  | 39  
|27.    | Disclosure of information            |  | 40  
|28.    | Set-off                              |  | 40  
|29.    | Pro rata sharing                     |  | 41  
|30.    | Severability                         |  | 42  
|31.    | Force majeure                        |  | 42  
|32.    | Notices                              |  | 42  
|33.    | Governing law                        |  | 43  
|34.    | Enforcement                          |  | 43  

|Schedules |                                 
|--------- | --------------------------------
|1.        | Original Parties                
|2.        | Conditions Precedent documents  
|3.        | Base Case                       
|4.        | Borrower Share Pledge Agreement 
|5.        | Cash Collateral Pledge Agreement
|6.        | Compliance Certificate          
|7.        | Drawdown Request                
|8.        | Intercreditor Agreement         
|9.        | Parent Guarantee                
|10.       | Parent Share Pledge Agreement   
|11.       | Subordinated Note               
|12        | Transfer Certificate            

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THIS AGREEMENTdated 18 June 2002 is made between:



WHEREAS:



IT IS AGREEDas follows:

1.     DEFINITIONS AND INTERPRETATION

1.1    Definitions

In this Agreement:

Acquisitionmeans the acquisition by the Borrower of the Target pursuant to the terms of the Acquisition Agreement.

Acquisition Agreementmeans the share purchase agreement dated on or about the date hereof and entered into between the Borrower and the
Vendor pursuant to which the Borrower purchases all the shares in the Target.

Acquisition Costsmeans fees, costs and other expenses incurred by the Borrower in connection with the Acquisition (including for the
avoidance of doubt any initial arrangement fee incurred in connection with the entering into this agreement), such fees, costs and expenses not to exceed SEK 15,000,000.

Acquisition Debtmeans the debt outstanding under the SEK 390,000,000 loan agreement between the Borrower and the Vendor (as defined
below).

Administrative Partymeans the Arranger, the Security Agent or the Facility Agent.

Affiliatemeans a Subsidiary or a Holding Company of a person or any other Subsidiary of that Holding Company.

Assetsmeans any present and future properties, revenues and rights of every kind.

Base Casemeans the spread sheet prepared by the Borrower set out in Schedule 3 setting out the financial projections of the Group
after the Acquisition.

Borrower Share Pledge Agreementmeans the pledge agreement dated on or about the date hereof and entered into between the Borrower and the
Security Agent, pursuant to which the Borrower pledges all
the shares in the Target to the Security Agent in favour of the Finance Parties being substantially in the form set out inSchedule 4.

Broken Funding Costsmeans the amount (if any) which a Lender is entitled to receive under this Agreement as compensation if any part of a
Loan or overdue amount is prepaid.

Business Daymeans a day (other than a Saturday or a Sunday) on which banks are open for general business in Stockholm.

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Cash Collateral Accountmeans the Borrower's account, account number 3144 20 01321, with the Security Agent.

Cash Collateral Account Pledge Agreementmeans the pledge agreement dated on or about the date hereof and entered into between the
Borrower and the Security Agent, pursuant to which the Borrower pledges all and any amounts standing to the credit on the Cash Collateral Account to the Security Agent in favour of the Finance Parties
being substantially in the form set out inSchedule 5.

Capital Expendituremeans, in respect of any relevant period, expenditure on assets which are acquired with the intention of being used on
a continuing basis and are not intended for sale in the ordinary course of business but are held for use in the production or supply of goods or services, for rental to others or for administrative
purposes, which would be treated as capital expenditure under Swedish GAAP.

Cash Generated for Financingmeans EBITDA minus/plus any change in Net Working Capital less (a) Capital Expenditure and
(b) Taxes paid during the relevant period.

Change of Controlmeans (a) the Parent ceasing to hold, solely, or jointly with a wholly owned Subsidiary of it, at least 67 per
cent, with respect to both votes and capital, of the shares in the Borrower (b) the shares in the Borrower being listed on any stock exchange or other market place.

Commitmentmeans:



Compliance Certificatemeans a certificate substantially in the form ofSchedule 6setting out, among other things, calculations of the financial covenants.

Completionmeans the completion of the Acquisition in accordance with the terms of the Acquisition Agreement.

Consolidated Accountsmeans, at any time, the latest available profit and loss account, balance sheet and cash flow statement forming the
(audited or unaudited) consolidated accounts for the Group.

Debt Servicemeans, for any relevant period, the sum of any (a) Net Interest and (b) scheduled amortisation or cancellations
during that such period.

Defaultmeans:



Depreciationmeans depreciation made in the Consolidated Accounts for the relevant period in accordance with Swedish GAAP.

Disposal of Assetsmeans 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.

Distribution Agreementsmeans the distribution agreements between Tidnings AB Metro and each of (a) AB Storstockholms Lokaltrafik
signed by AB Storstockholms Lokaltrafik on 9th April 1998 together with two amendments to the agreement signed by AB Storstockholms Lokaltrafik AB on 16th

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March 1999
and 1st March 2002 respectively, (b) Västtrafik Göteborgsområdet AB (among others) dated 5th
June 2001 and (c) Skånetrafiken AB SIGNED BY Skånetrafiken on 28th April 1999.

Drawdown Datemeans each date on which the Facility is utilised.

Drawdown Requestmeans a request for a Loan, substantially in the form of Schedule 7.

EBITDAmeans, in relation to the relevant period, the aggregate of:



Encumbrancemeans any mortgage, pledge, lien, charge, hypothecation or other security interest, or any other agreement or arrangement
having the effect of conferring security.

Event of Defaultmeans an event specified as such in this Agreement.

Excess Cashmeans an amount equal to the amount by which the EBITDA exceeds the sum of (a) corporate taxes paid during the relevant
period, (b) Debt Service, (c) Capital Expenditure for the relevant period and (d) Permitted Payments.

Facilitymeans the amortising revolving credit facility made available under this Agreement.

Facility Officemeans the office(s) notified by a Lender to the Facility Agent:



Fee Lettermeans the fee letter dated on or about the date hereof entered into between the Borrower, the Facility Agent and the Arranger.

Final Maturity Datemeans the earlier of (a) December 31, 2005 and (b) the date falling 40 months after the
date of this Agreement.

Finance Documentmeans:



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Finance Partymeans a Lender or an Administrative Party.

Force Majeuremeans the events and circumstances set out in Clause 31.

Goodwillmeans the value of goodwill in the Consolidated Accounts calculated in accordance with Swedish GAAP.

Groupmeans the Borrower and its Subsidiaries.

Guarantormeans the Parent in its capacity as guarantor.

Holding Companyof any other person, means a company in respect of which that other person is a Subsidiary.

Increased Costmeans:



Indebtednessmeans any indebtedness for or in respect of:



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Insurance Claimmeans any claim which the Borrower, or any of it's Subsidiaries, may have in relation to any assets having been lost,
damaged or any other event having occured giving a rise to a claim towards any relevant insurer.

Intercreditor Agreementmeans the intercreditor agreement dated on or about the date hereof and entered into between the Facility Agent,
the Security Agent, the Lenders, the Parent, the Borrower, among others, being substantially in the form set out inSchedule 8.

Interest Bearing Assetsmeans all cash equivalent investments in the Consolidated Accounts such as immediately available funds at bank or
postal accounts and liquid deposits or securities held for cash management purposes, calculated in accordance with the Swedish Financial Analysts' Society's
(Sw: Finansanalytikernas Förening) recommendations.

Lendermeans:



Loanmeans, unless otherwise stated in this Agreement, the principal amount of each borrowing under this Agreement or the principal amount
outstanding of that borrowing.

Majority Lendersmeans, at any time, Lenders:



Marginmeans the margin as calculated in accordance with Clause 8.1.

Material Adverse Effectmeans any event which would:



Material Agreementsmeans the Distribution Agreements and the Shareholders' Agreement.

Net Debtmeans interest bearing liabilities of the Group, including pension debt, (calculated in accordance with the Swedish Financial
Analysts' Society's (Sw: Finansanlytikernas Förening) recommendations, less



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Net Interestmeans the aggregate interest expense paid in cash less the aggregate interest income on Interest Bearing Assets for the
Group, for the relevant period.

Net Working Capitalmeans the aggregate of non-interest bearing current assets less non-interest bearing current
liabilities in the Consolidated Accounts.

Obligorsmeans the Borrower and the Guarantor.

Original Accountsmeans the Target's profit and loss account, balance sheet and cash flow statement forming the Target's accounts as per
31st December 2001.

Parentmeans Metro International S.A. (company identity No. B.73.790) of address 75, Route de Longwy, L-8080 Bertange,
Luxembourg.

Parent Guaranteemeans the guarantee issued by the Parent substantially in the form set out in Schedule 9.

Parent Share Pledge Agreementmeans the pledge agreement dated on or about the date hereof and entered into between the Parent and the
Security Agent, pursuant to which the Parent pledges all the shares in the Borrower to the Security Agent in favour of the Finance Parties being substantially in the form set out in Schedule 10.

Partymeans a party to this Agreement andPartiesshall be construed accordingly.

Permitted Encumbrancesmeans the Encumbrances set out in Clause 18.5(b).

Permitted Indebtednessmeans the Indebtedness set out in Clause 18.7(a) and Clause 18.7(b) respectively.

Permitted Paymentmeans a payment by the Borrower, by means of a dividend or other distribution to its shareholder or as an interest
payment under the Subordinated Note, with an amount not exceeding the Excess Cash Flow after the prepayment set out in Clause 7.5 having been made.

Pro Rata Sharemeans:



Quarter Datemeans the 31st March, the 30th June, the 30th September and the 31st
December respectively in each year.

Rate Fixing Daymeans the second Business Day before the first day of a Term for a Loan.

Reference Banksmeans the Facility Agent and any other bank or financial institution appointed as such by the Facility Agent under this
Agreement.

Repeating Representationsmeans the representations which are deemed to be repeated under this Agreement.

Rollover Loanmeans one or more Loans:



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Security Documentsmeans all documents executed or to be executed creating, evidencing or granting security in favour of Finance Party for
the obligations of the Borrower under the Finance Documents including but not limited to the Intercreditor Agreement, the Share Pledge Agreements, the Cash Collateral Account Pledge Agreement and the
Parent Guarantee.

SEKmeans the lawful currency of the Kingdom of Sweden.

Shareholders' Agreementmeans the shareholders agreement between Tidnings AB Metro and Tidningen Aftonbladet AB dated 12th
April, 1996 regarding the ownership in Dubbelnöje AB.

Share Pledge Agreementsmeans the Borrower Share Pledge Agreement and the Parent Share Pledge Agreement.

STIBORmeans for a Term of any Loan or overdue amount in SEK:





Subordinated Debtmeans any duly subordinated indebtedness of the Borrower designated as such by the Borrower and the Facility Agent,
including for the avoidance of doubt the Subordinated Note.

Subordinated Notemeans the subordinated note of indebtedness issued by the Borrower as partial payment for the shares in the Target in a
maximum aggregate amount of SEK 1,200,000,000 the form of which is attached hereto asSchedule 11.

Subsidiarymeans an entity of which a person has direct or indirect control or owns directly or indirectly more than
50 per cent of the voting capital or similar right of ownership andcontrolfor this purpose means the power to direct the management and
the policies of the entity whether through the ownership of voting capital, by contract or otherwise.

Swedish GAAPmeans generally accepted accounting principles in Sweden.

Taxmeans 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; andTaxesandTaxationshall be construed accordingly.

Tax Creditmeans a credit against any Tax or any relief or remission for Tax (or its repayment).

Tax Deductionmeans a deduction or withholding for or on account of Tax from a payment under a Finance Document.

Tax Paymentmeans a payment made by the Borrower to a Finance Party in any way relating to a Tax Deduction or under any indemnity given by
the Borrower in respect of Tax under any Finance Document.

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Targetmeans Metro Nordic Sweden AB (company identity No. 556585-0046).

Termmeans each period determined under this Agreement by reference to which interest on a Loan or an overdue amount is calculated.

Total Commitmentsmeans the Commitments of all the Lenders.

Transfer Certificatemeans a certificate, substantially in the form ofSchedule 13,
with such amendments as the Facility Agent may approve or reasonably require or any other form agreed between the Facility Agent and the Borrower.

Valuation Reportmeans the "Valuation of Metro Sweden" prepared by Ernst & Young Corporate Finance, dated March 2002.

Vendormeans Metro International Luxembourg Holding SA (company identity No. B.68.518) of 75, Route de Longwy, L-8080
Bertrange, Luxembourg.

1.2    Construction





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2.     FACILITY

2.1    Revolving Credit Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrower a revolving credit facility in an initial aggregate amount of SEK 400,000,000.

2.2    Nature of a Finance Party's rights and obligations

Unless otherwise agreed by all the Finance Parties:



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3.     PURPOSE

3.1    Loans

Each Loan may only be used:



3.2    No obligation to monitor

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

4.     CONDITIONS PRECEDENT

4.1    Conditions precedent documents

A Drawdown Request may not be given until the Facility Agent has notified the Borrower and the Lenders that it has received all of the documents and evidence set
out inSchedule 2in form and substance satisfactory to the Facility Agent. The Facility Agent shall give this notification to the Borrower and
the Lenders promptly upon being so satisfied.

4.2    Further conditions precedent

The obligations of each Lender to participate in any Loan are subject to the further conditions precedent that on both the date of the Drawdown Request and the
Drawdown Date for that Loan:



4.3    Maximum number

Unless the Facility Agent agrees, a Drawdown Request may not be given if, as a result of the proposed drawdown, there would be:



5.     UTILISATION

5.1    Giving of Drawdown Requests



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5.2    Completion of Drawdown Requests

A Drawdown Request for a Loan will not be regarded as having been duly completed unless:



5.3    Advance of Loan



6.     REPAYMENT AND CANCELLATION

6.1    Repayment of Loans



6.2 Automatic Cancellation



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Column A.

Column B.12 months after the date of this Agreement

66,670,00018 months after the date of this Agreement

66,670,00024 months after the date of this Agreement

66,670,00030 months after the date of this Agreement

66,670,00036 months after the date of this Agreement

66,670,000Final Maturity Date

66,650,000




7.     PREPAYMENT AND CANCELLATION

7.1    Mandatory prepaymentillegality



7.2    Mandatory prepaymentchange of control





7.3    Mandatory prepaymentInsurance Claims

If, in any financial year of the Borrower,

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7.4    Mandatory prepaymentDisposal of Assets

If, in any financial year of the Borrower:



7.5    Mandatory prepaymentExcess Cash



7.6    Voluntary prepayment



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7.7    Voluntary cancellation



7.8    Tax Payment and Increased Costs



7.9    Re-borrowing

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

7.10    Miscellaneous



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8.     INTEREST

8.1    Calculation of interest



8.2    Payment of interest

Except where it is provided to the contrary in this Agreement, the Borrower shall pay accrued interest on each Loan made to it on the last day of each Term, and
if the Term is longer than six months, on the dates falling at six-monthly intervals after the first day of that Term.

8.3    Default Interest



9.     TERMS

9.1    Selection



9.2    Final Maturity Date

If a Term would otherwise overrun the Final Maturity Date, it will be shortened so that it ends on the Final Maturity Date.

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10.   MARKET DISRUPTION

10.1    Failure of a Reference Bank to supply a rate

If STIBOR is to be calculated by reference to the Reference Banks but a Reference Bank does not supply a rate by 12.00 noon (local time) on a Rate Fixing
Day, the applicable STIBOR will, subject as provided below, be calculated on the basis of the rates of the remaining Reference Banks.

10.2    Market disruption



10.3    Alternative basis of interest or funding



11.   TAXES

11.1    Tax Gross-Up



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11.2    Tax indemnity





11.3    Tax Credit

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



the
Finance Party shall pay an amount to the Borrower which that Finance Party determines (in its absolute discretion) will leave it (after that payment) in the same after-tax position as
it would have been if the Tax Payment had not been made by the Borrower.

11.4 Stamp and Value added taxes



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12.   INCREASED COSTS

12.1 Increased Costs

Except as provided below in this Clause, the Borrower shall pay to a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its
Affiliates as a result of:



made
after the date of this Agreement.

12.2 Exceptions

The Borrower need not make any payment for an Increased Cost to the extent that the Increased Cost is:



12.3 Claims

A Finance Party intending to make a claim for an Increased Cost shall notify the Borrower of the circumstances giving rise to, and the amount of, the claim.

13.   MITIGATION

13.1 Mitigation



including
transferring its rights and obligations under the Finance Documents to an Affiliate or changing its Facility Office.

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13.2 Finance Parties

The provisions of this Agreement will not:



14.   PAYMENTS

14.1 Place

Unless a Finance Document specifies that payments under it are to be made in another manner, all payments by a Party (other than the Facility Agent) under the
Finance Documents shall be made to the Facility Agent to such account or office or bank as it may notify to that Party for this purpose by not less than five Business Days' prior notice.

14.2 Funds

Payments under the Finance Documents to the Facility Agent shall be made for value on the due date at such times and in immediately available funds at the time
for the settlement of transactions in the relevant currency in the place for payment.

14.3 Distribution



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14.4 Currency



14.5 No set-off or counterclaim

All payments made by the Borrower under the Finance Documents shall be made without set-off or counterclaim.

14.6 Business Days



14.7 Partial payments



15.   REPRESENTATIONS & WARRANTIES

15.1 Representations & Warranties

The representations & warranties set out in this Clause are made by the Borrower to each Finance Party.

15.2 Status



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15.3 Powers and authority

It has the power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Finance Documents to which it
is or will be a party and the transactions contemplated by those Finance Documents.

15.4 Validity

Subject to any general principles of law limiting its obligations and referred to in any legal opinion required under this Agreement, each Finance Document to
which it is a party is its legally binding, valid and enforceable obligation.

15.5 Non-conflict

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not conflict with:



15.6 No default



15.7 Material Agreements

The Material Agreements constitute the legal valid and binding obligations of each entity being a party thereto and as at the date hereof no default is
outstanding under any such Material Agreement and no party to a Material Agreement has repudiated its obligations under any such Material Agreement.

15.8 No guarantees

Neither the Borrower nor any other member of the Group has on the date hereof any liability (including contingent liabilities) in relation to the disposal of
Everyday Distribution AB and Oy Metrolehti AB.

15.9 Authorisations



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15.10 Consolidated Accounts

Its Consolidated Accounts most recently delivered to the Facility Agent (since no Consolidated Accounts exists for year 2001, the Consolidated Accounts shall, at
the date of this Agreement, be read as the Original Accounts):



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

15.11 Material adverse change

There has been no material adverse change in the financial condition of the Target since the date of the Original Accounts.

15.12 Borrower's business

The Borrower has not conducted any business prior to the acquisition of the Target.

15.13 Encumbrances

No Encumbrance other than Permitted Encumbrances exists over all or any part of the assets of any member of the Group.

15.14 Indebtedness

No member of the Group has incurred any Indebtedness other than Permitted Indebtedness.

15.15 Litigation

No litigation, arbitration or administrative proceedings are current or, to its knowledge, pending or threatened, which, if adversely determined, are reasonably
likely to have a Material Adverse Effect.

15.16 Base Case

The financial projections in the Base Case were at the date they were made after careful consideration and enquiry and were, and are on the date hereof, believed
by the Borrower to be true and accurate.

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15.17 Valuation Report

The information provided to Ernst & Young and upon which Ernst & Young has based its appraisal of the fair market value of the Target in the
Valuation Report was at the date it was provided true and accurate in all, and not misleading in any, material respects nor has anything occurred after the date such information was provided to
Ernst & Young which, on the date hereof, would render such information no longer being true and accurate or otherwise being misleading. The information contained in the Valuation Report
(including the appraisal of the fair market value of the Target) gives, on the date the Valuation Report was prepared and on the date hereof, a true and accurate view of the Target, its business and
financial standing and the appraisal of the fair market value of the Target is a reasonable appraisal.

15.18 Pari passu

Its payment obligations under the Finance Documents rank at leastpari passuwith all its other present and future
unsecured and unsubordinated payment obligations, except for obligations mandatorily preferred by law applying to companies generally.

15.19 Taxes

All amounts payable by it under the Finance Documents may be made without any Tax Deduction, and no stamp or registration duty or similar Tax or charge is payable
in its jurisdiction of incorporation in respect of any Finance Document.

15.20 Immunity



15.21 Ownership of Assets

Each member of the Group has good title to or valid leases or licences of or is otherwise entitled to use and permit other members of the Group to use all
material assets necessary to conduct its business to the extent not otherwise permitted by the terms of any of the Finance Documents.

15.22 Competition Clearance

The Borrower confirms that no consents and approvals are required under any applicable competition laws and regulations for the Acquisition.

15.23 Times for making representations



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16.   INFORMATION COVENANTS

16.1 Financial statements



16.2 Form of financial statements



16.3 Compliance Certificate



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16.4 Informationmiscellaneous

The Borrower shall supply to the Facility Agent, (in sufficient copies for all the Lenders if the Facility Agent so requests):



16.5 Notification of Default



17.   FINANCIAL COVENANTS

17.1 Net Debt to EBITDA

The ratio of Net Debt to EBITDA for each period referred to in Column A shall not exceed the ratio set out in Column B opposite that period:

Column A

Column BEach Quarter Date from 31st December 2002 until 30th June 2003

2,5Each Quarter Date from 30th September 2003 until 30th June 2004

2,0Each Quarter Date from 30th September 2004 until 30th September 2005

1,5


17.2 Cash Generated for Financing to Debt Service

The ratio of Cash Generated for Financing to Debt Service shall for each twelve month period ending the last day of a calendar quarter be 1.0 or higher.

17.3 Maximum Capital Expenditure

The Borrower shall not in any financial year below incur Capital Expenditure in excess of the Sek 5,000,000.

18.   GENERAL COVENANTS

18.1 General

The Borrower agrees to be bound by the covenants set out in this Clause relating to it and, where the covenant is expressed to apply to each member of the Group,
the Borrower shall ensure that each of its Subsidiaries performs that covenant.

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18.2 Authorisations

The Borrower shall promptly obtain, maintain and comply with the terms of any authorisation required under any law or regulation to enable it to perform its
obligations under, or for the validity or enforceability of, any Finance Document.

18.3 Compliance with laws

The Borrower shall procure that itself and each member of the Group shall comply in all respects with all laws to which it is subject where failure to do so is
reasonably likely to have a Material Adverse Effect.

18.4 Pari passu ranking

The Borrower shall ensure that its payment obligations under the Finance Documents rank at leastpari passuwith
all its other present and future unsecured and unsubordinated payment obligations, except for obligations mandatorily preferred by law applying to companies generally.

18.5 Negative pledge



18.6 Disposal of Assets



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all
disposals referred to in (i), (iii), (iv) and (vi) above are subject to Clause 7.4, but with respect to (iv) above only to the extent such exchange result in positive net proceeds.

18.7    Indebtedness



18.8    Change of business

The Borrower shall ensure that no material change is made to the general nature of the business of the Borrower or its Subsidiaries from that carried on at the
date of this Agreement.

18.9    Hedging etc.

The Borrower will, after consultation with its financial adviser Banque Invik, take appropriate steps to mitigate its interest rate risks.

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18.10    Acquisition Agreement

The Borrower shall take all reasonable and practical steps to preserve and enforce its rights arising under the Acquisition Agreement.

18.11    Additional Security

The Borrower shall, upon the occurence of a breach of Clause 17 and subject to any applicable prohibitions or limitations by law, procure that each
relevant member of the Group provides at its expense to the Finance Parties additional security in the form of pledges over shares, fixed assets, floating charges or any other security interest as any
Finance Party (acting reasonably) may from time to time request on terms satisfactory to the Facility Agent.

18.12    Dividends

The Borrower shall not, and shall procure that neither of its Subsidiaries, make, pay or declare any dividend or other distribution (including inter
aliathe redemption or purchase of the shares in the Borrower and the payment of any kind of franchising but excluding any franchising fee paid by
the Borrower and not exceeding 1.5 per cent of the Borrower's revenue) in relation to any shares forming part of its issued share capital (other than a dividend declared or paid to another member of
the
Group or in accordance with the terms of the Shareholders' Agreement) or repay or prepay, redeem or purchase any Subordinated Debt or pay any interest in respect of the Subordinated Debt other than a
Permitted Payment. For the avoidance of doubt, the Borrower may pay SEK 390,000,000 of the purchase price under the Acquisition Agreement

18.13    Mergers

No member of the Group may enter into any amalgamation, demerger, merger or reconstruction otherwise (save for the Borrower and the Target) than under an
intra-Group re-organisation on a solvent basis or other transaction agreed by the Majority Lenders.

18.14    Transfer of rights under Distribution Agreements

The Borrower shall procure that Tidnings AB Metro does not transfer or in any other way assign its rights under any Distribution Agreement to any other party.

18.15    Insurance

Each member of the Group must insure its business and assets with insurance companies to such an extent and against such risks as companies engaged in a similar
business normally insure.

19.   DEFAULT

19.1    Events of Default

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

19.2    Non-payment

An Obligor does not pay on the due date any amount payable by it under the Finance Documents in the manner required under the Finance Documents, unless the
non-payment is caused solely by technical or administrative error and is remedied within three Business Days of the due date.

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19.3    Breach of other obligations



19.4    Misrepresentation

A representation made or repeated by an Obligor in any Finance Document or in any document delivered by or on behalf of the Borrower under any Finance Document is
incorrect in any material respect when made or deemed to be repeated, unless the circumstances giving rise to the misrepresentation are capable of remedy and are remedied within twenty
(20) days of the earlier of the Facility Agent giving notice and the Obligor becoming aware of the misrepresentation.

19.5    Cross-default

Any of the following occurs in respect of a member of the Group and the Guarantor:





19.6    Finance Documents

Any Party (other than a Finance Party) fails to comply with any material obligations under any Finance Document other than this Agreement.

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19.7    Insolvency



19.8    Creditors' process

Any attachment, sequestration, distress, execution or analogous event affects any asset(s) of a member of the Group, having an aggregate value of at least SEK
5,000,000, and is not discharged within sixty (60) days.

19.9    Change of Control

A Change of Control occurs.

30

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19.10    Cessation of business

A member of the Group or the Guarantor ceases, or threatens to cease, to carry on business except as a result of any disposal permitted under this Agreement.

19.11    Effectiveness of Finance Documents



19.12    Ownership of the Target

The Target ceases to be a Subsidiary of the Borrower.

19.13    Termination of the Distribution Agreements

Any of the Distribution Agreements is terminated prior to the agreed expire date of the respective agreement.

19.14    Material adverse change

Any event or series of events occurs which, in the opinion of the Majority Lenders, is reasonably likely to have a Material Adverse Effect.

19.15    Acceleration

If an Event of Default is outstanding, the Facility Agent may, and shall if so instructed by the Majority Lenders, by notice to the Borrower:



20.   THE ADMINISTRATIVE PARTIES

20.1    Appointment and duties of the Facility Agent



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20.2    Role of the Arranger

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

20.3    No fiduciary duties

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

20.4    Individual position of an Administrative Party



20.5    Reliance

The Facility Agent may:



20.6    Majority Lenders' instructions



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20.7    Responsibility



20.8    Exclusion of liability



20.9    Default



20.10    Information



33

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20.11    Indemnities



20.12    Compliance

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

20.13    Resignation of the Facility Agent



34

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20.14    Relationship with Lenders



20.15    Facility Agent's management time

If the Facility Agent requires, any amount payable to the Facility Agent by any Party under any indemnity or in respect of any costs or expenses incurred by the
Facility Agent under the Finance Documents after the date of this Agreement may include the cost of using its management time or other resources and will be calculated on the basis of such reasonable
daily or hourly rates as the Facility Agent may notify to the relevant Party. This is in addition to any amount in respect of fees or expenses paid or payable to the Facility Agent under any other
term of the Finance Documents.

35

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20.16    Notice period

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

21.   EVIDENCE



22.   FEES

22.1    Facility Agent's fee

The Borrower shall pay to the Facility Agent for its own account an agency fee in the manner agreed in the Fee Letter.

22.2    Arrangement fee

The Borrower shall pay to the Arranger for its own account an arrangement fee in the manner agreed in the Fee Letter.

22.3    Commitment fee



23.   INDEMNITIES AND BROKEN FUNDING COSTS

23.1    Currency indemnity

The Borrower shall, as an independent obligation, indemnify each Finance Party against any loss or liability which that Finance Party incurs as a consequence of:



23.2    Other indemnities



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23.3    Broken Funding Costs





24.   EXPENSES

24.1    Initial costs

The Borrower shall pay to the Arranger the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with the negotiation,
preparation, printing and execution of the Finance Documents.

24.2    Subsequent costs

The Borrower shall pay to the Facility Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with:



37

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24.3    Enforcement costs

The Borrower shall pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of, or
the preservation of any rights under, any Finance Document.

25.   AMENDMENTS AND WAIVERS

25.1    Procedure



25.2    Exceptions





25.3    Waivers and remedies cumulative

The rights of each Finance Party under the Finance Documents:



Delay
in exercising or non-exercise of any right is not a waiver of that right.

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26.   CHANGES TO THE PARTIES

26.1    Assignments and transfers by Obligors

Any Obligor may not assign or transfer any of its rights and obligations under the Finance Documents without the prior consent of all the Lenders.

26.2    Assignments and transfers by Lenders



26.3    Confirmation of a New Lender



26.4    Costs resulting from change of Lender or Facility Office

If:



26.5    Affiliates of Lenders



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27.   DISCLOSURE OF INFORMATION



However,
before a participant may receive any confidential information, it shall agree with the relevant Finance Party to keep that information confidential on the terms of
paragraph (a) above.

28.   SET-OFF

A Finance Party may set off any matured obligation owed to it by an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party)
against any obligation (whether or not matured) owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are
in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

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29.   PRO RATA SHARING

29.1    Redistribution

If any amount owing by an Obligor under this Agreement to a Lender (therecovering Lender) is discharged by
payment, set-off or any other manner other than through the Facility Agent under this Agreement (arecovery), then:



29.2    Effect of redistribution



29.3    Exceptions

Notwithstanding any other term of this Clause, a recovering Lender need not pay a redistribution to the extent that:



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30.   SEVERABILITY

If a term of a Finance Document is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:



31.   FORCE MAJEURE

32.   NOTICES

32.1    In writing



32.2    Contact details



| | Address:    | Metro Sweden Holding AB
c/o Metro International UK Ltd
4th Floor Leconfield House, Curzon Street
London W1J 5JA
United Kingdom
| | ----------- | ------------------------------------------------------------------------------------------------------------------------------
| | Fax number: | +44 20 7493 3229                                                                                                              
| | Attention:  | For the attention of the CEO                                                                                                  
| |             |                                                                                                                               

42

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| | with a copy to Banque Invik:
| | ----------------------------
| | Address:                    
| | Fax number:                 
| | Attention:                  



| | Address:    | Nordea Bank Sweden AB (publ)
International Loan Administration, H 352
SE-105 71 Stockholm
Sweden
| | ----------- | ------------------------------------------------------------------------------------------------
| | Fax number: | + 46 8 614 76 30                                                                                
| | Tel number: | + 46 8 614 70 80                                                                                



32.3    Effectiveness



32.4    Language

Any notice given in connection with a Finance Document shall be in English.

33.   GOVERNING LAW

This Agreement shall be governed by the laws of the Kingdom of Sweden.

34.   ENFORCEMENT

34.1    Jurisdiction

Subject to Clause 34.2 below, the courts of Sweden shall have non-exclusive jurisdiction over matters arising of or in connection with this
Agreement. The City Court of Stockholm (Sw: Stockholms tingsrätt) shall be court of first instance.

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34.3    Waiver of immunity

The Borrower irrevocably and unconditionally:



---

The
Parties have caused this Agreement to be duly executed on the date set out above. The Parties have taken one copy each of the executed Agreement.

---

|Borrower                |                   |  |    
|----------------------- | ----------------- |  | ---
|METRO SWEDEN HOLDING AB |                   |  |    
|                        |                   |  |    
|By:                     | /s/ANDERS FALLMAN |  | By:
|Arranger                |                   |  |    
|NORDEA BANK SWEDEN AB   |                   |  |    
|                        |                   |  |    
|By:                     | /s/AXEL BERNING   |  | By:
|Original Lender         |                   |  |    
|NORDEA BANK SWEDEN AB   |                   |  |    
|                        |                   |  |    
|By:                     | /s/AXEL BERNING   |  | By:
|Facility Agent          |                   |  |    
|NORDEA BANK SWEDEN AB   |                   |  |    
|                        |                   |  |    
|By:                     | /s/AXEL BERNING   |  | By:
|Security Agent          |                   |  |    
|NORDEA BANK SWEDEN AB   |                   |  |    
|                        |                   |  |    
|By:                     | /s/AXEL BERNING   |  | By:

44

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SCHEDULE 1

Name of Original Lender

Commitment in SEKNordea Bank Sweden AB (publ)

400,000,000Total Commitment

400,000,000


45

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SCHEDULE 2        CONDITIONS PRECEDENT DOCUMENTS

TO BE DELIVERED BEFORE THE FIRST REQUEST

Part 1Corporate documents (in a form and substance acceptable to the Lender)

Part 2Agreements (in a form and substance acceptable to the Lender)

Part 3Legal opinions (in a form and substance acceptable to the Lender)

46

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Part 4Other documents (in a form and substance acceptable to the Lender)

47

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SCHEDULE 3        FORM OF BASE CASE

48

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SCHEDULE 4        FORM OF BORROWER SHARE PLEDGE AGREEMENT

THIS BORROWER SHARE PLEDGE AGREEMENT(theAgreement) is made on
[    ] 2002 between:



INTRODUCTION:



INTERPRETATION

1.1Unless otherwise defined herein, terms defined in the Facility Agreement have the same meanings when used in this
Agreement.

1.2In this Agreement



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1.3In this Agreement, a reference to



2.     PLEDGE OF SECURITY ASSETS AND GRANT OF SECURITY

2.1The Pledgor hereby pledges the Security Assets to the Beneficiaries for the purpose of constituting security for the due
and punctual payment, discharge and performance of the Secured Obligations.

2.2Notwithstanding Clause 2.1 above, the Pledgor (and/or its subsidiaries) may receive dividend until an Event of
Default has occurred.

3.     PERFECTION OF PLEDGE

3.1The Pledgor shall on the date hereof deliver to the Security Agent the Share Certificates duly endorsed in blank together
with any coupons and other documents pertaining thereto. Should any shares be issued in the future, the Pledgor shall promptly deliver to the Security Agent any share certificates evidencing such
shares duly endorsed in blank together with any coupons and other documents pertaining thereto.

3.2Upon the issue of any Related Rights, the Pledgor shall promptly deliver to the Security Agent or procure the delivery to
the Security Agent of documents of title in respect of such Related Rights together with such other documents as the Security Agent in its absolute discretion may consider appropriate.

4.     CONTINUING SECURITY

4.1The pledge created by this Agreement shall be a continuing security and shall not be considered as discharged by any
intermediate payment or settlement of the whole or any part of the Secured Obligations and shall be binding until the end of the Security Period.

4.2The pledge created by this Agreement is in addition to and is not in any way prejudiced by any present or future pledge,
guarantee or other security given in respect of the Secured Obligations.

4.3The Beneficiaries are entitled to decide, in their own discretion, which security interests and in what order such
security interests shall be applied towards the satisfaction of the Secured Obligations and the Pledgor shall not be entitled to claim any right to any other security given to the Beneficiaries in
respect of the Secured Obligations.

5.     DIVIDENDS

5.1Notwithstanding Clause 2.1 and subject to Clause 2.2 above, all dividends declared on or in respect of the
Shares shall be paid to the Pledgor for as long as no Event of Default has occurred.

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5.2Following the occurrence of an Event of Default and for as long as it is continuing, all dividends shall be paid to the
Security Agent on behalf of the Beneficiaries. Any dividends paid to the Security Agent will become part of the security created under this Agreement and be applied towards satisfaction of the Secured
Obligations.

6.     EXERCISE OF SHAREHOLDER RIGHTS

6.1Subject to Clause 6.2, the Pledgor shall during the term of this Agreement have the right to exercise any voting
rights attached to the Shares in a manner consistent with this Agreement and the other Finance Documents.

6.2Upon or during the continuance of an Enforcement Event, the Pledgor will at the request of the Security Agent issue to
the Security Agent a separate power of attorney in the form set out in Appendix 2, giving the Security Agent, thirty (30) days after the occurrence of an Enforcement Event, the exclusive
right to exercise or cause to be exercised the voting rights or other shareholder rights attached to the Shares. The power of attorney shall be renewed annually and the Pledgor shall ensure that such
power of attorney remains at all relevant times in effect.

7.     REPRESENTATIONS AND WARRANTIES

7.1The Pledgor represents and warrants that:



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7.2The Pledgor further represents and warrants that:



8.     UNDERTAKINGS BY THE PLEDGOR

8.1The Pledgor shall not otherwise than as permitted by the Finance Documents:



8.2The Pledgor shall not vote for any resolution authorising an issue of new shares, convertible debt instruments or other
securities in the Target unless the Pledgor extends the pledge contained in this Agreement to such issue and perfects such security, to the satisfaction of the Security Agent.

8.3The Pledgor shall not, without the prior written consent of the Security Agent, vote for any resolution for liquidation
or winding-up, unless the liquidation or winding-up is required by mandatory legislation, or for any resolution for the commencement of insolvency proceedings or other similar
proceedings which may adversely affect the effectiveness or value of the pledge.

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9.     ENFORCEMENT

9.1Upon the occurrence of an Enforcement Event and at any time thereafter, the Security Agent shall, subject to
Clause 9.2 below and in addition to any other remedies provided herein, in the Finance Documents or permitted by law, be entitled to liquidate any or all of the Security Assets through one or
more sales as set out below, free from any claim or right of any nature whatsoever of the Pledgor, as the Security Agent shall in its sole discretion elect:



9.2Notwithstanding the above, the Security Agent shall, at any time prior to or at a public auction in accordance with
Clause 9.1 (a), be obliged to sell the Security Assets to the Pledgor or a third person appointed by the Pledgor provided always that the proceeds from such sale after deduction of all costs
incurred in connection with the sale exceeds the Secured Obligations.

9.3For the avoidance of doubt, Chapter 10 of the Swedish Commercial Code (Sw.
Handelsbalken) shall not apply when the Security Agent enforces the Security Assets.

9.4For the purpose of enforcing the pledge created by this Agreement upon the occurrence of an Enforcement Event and for as
long as such Enforcement Event is continuing, the Pledgor irrevocably authorises and empowers the Security Agent, with full power of substitution, to act in the name of the Pledgor and on behalf of
the Pledgor to do all acts and take any necessary or appropriate steps in respect of the enforcement of the Security Assets.

10.   APPLICATION OF PROCEEDS

Any monies received by the Security Agent in exercise of the rights, powers and remedies under this Agreement or by law shall be applied by the Security Agent in
discharge of the Secured Obligations in the manner and order determined by the Security Agent. When all of the Secured Obligations have been fully and irrevocably discharged, the surplus (if any)
shall be paid to the Pledgor

11.   WAIVER OF DEFENCES

The obligations of the Pledgor under this Agreement shall not be affected by any act, omission or circumstance which but for this provision might operate to
release or otherwise exonerate the Pledgor from its obligations under this Agreement or prejudice or diminish those obligations in whole or in part, including (whether or not known to it, the Security
Agent or any other Beneficiary):



53

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12.   COSTS AND EXPENSES

The Pledgor will pay all costs and expenses (including without limitation stamp duties and legal fees) incurred by the Beneficiaries in connection with perfection
or enforcement of the pledge created under this Agreement. The Pledgor shall indemnify the Beneficiaries in respect of such costs and expenses. All such costs and expenses shall be included in the
Secured Obligations.

13.   RELEASE OF PLEDGE

Upon the expiry of the Security Period, the Security Agent shall, at the request of the Pledgor and subject to the Security Agent being indemnified in respect of
its costs, execute such documents and do such other things that may be necessary to release the pledge over the Security Assets.

14.   FORCE MAJEURE

14.1Neither the Security Agent nor any of the other Beneficiaries shall be held responsible for any damage arising out of
any Swedish or foreign legal enactment, or any measure undertaken by a Swedish or foreign public authority, or war, strike, lockout, boycott, blockade or any other similar circumstance. The
reservation in respect of strikes, lockouts, boycotts and blockades applies even if the Security Agent or any of the Lenders takes such measures, or is subject to such measures. Should there be an
obstacle as described above for the Security Agent or the Lenders to take any action in compliance with this Agreement, such action may be postponed until the obstacle has been removed.

14.2Any damage that may arise in other cases shall not be indemnified by the Security Agent or any of the other
Beneficiaries unless such damage results from gross negligence or wilful misconduct or if the Security Agent and/or the Beneficiaries have not observed normal care. Neither the Security Agent nor any
of the other Beneficiaries shall in any case be held responsible for any indirect damage.

15.   FURTHER ASSURANCE

The Pledgor shall, from time to time and at its own expense, upon the request by the Security Agent, promptly and duly execute and deliver any and all such
transfers, powers of attorney and other further documents as the Security Agent may reasonably deem desirable for the purpose of obtaining the full benefit of this Agreement and of the rights and
powers granted under it, including any that the Security Agent may require for perfecting its title to any of the Security Assets or for vesting the same in itself or in any purchaser or transferee.

16.   ASSIGNMENTS, ETC

16.1The Security Agent may, on its own behalf and on behalf of the other Beneficiaries, assign and transfer all of its
respective rights and obligations under this Agreement in accordance with the Facility Agreement.

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16.2The Pledgor may not assign or transfer any part of its rights, benefits or obligations under this Agreement.

17.   AMENDMENTS

This Agreement may not be amended unless made by an instrument in writing and signed by the Pledgor and the Security Agent.

18.   POWER OF ATTORNEY

Each Beneficiary hereby irrevocably appoints the Security Agent as its attorney to (i) represent it under this Agreement, (ii) give and receive any
notice and any other information to be given or received under this Agreement, and (iii) in all other respects act on its behalf in relation to this Agreement.

19.   NOTICES

19.1Every notice or other communication under this Agreement shall be given in writing in English and shall be made by
letter or telefax.

19.2Any 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 at the respective address given in Clause 19.3.

19.3The addresses and fax numbers of the Security Agent and the Pledgor are:



19.4(a) Any notice or other communication given by the Security Agent will be deemed to have been received:





20.   COUNTERPARTS

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

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21.   GOVERNING LAW AND JURISDICTION

21.1This Agreement and the pledge set out herein shall be governed by and construed in accordance with the laws of Sweden.

21.2Subject to Clause 21.3 below, the courts of Sweden shall have exclusive jurisdiction over matters arising out of
or in connection with this Agreement. The District Court of Stockholm shall be court of first instance.

21.3The submission to the jurisdiction of the Swedish Courts shall not limit the right of the Security Agent to take
proceedings against the Pledgor in any court which may otherwise exercise jurisdiction over the Pledgor or any of its assets.

IN
WITNESS WHEREOF, the parties have executed this Agreement on the date which first appears on page 1.

|METRO SWEDEN HOLDING AB     
|----------------------------
|Name:
Title:                
|NORDEA BANK SWEDEN AB (publ)
|Name:
Title:                

56

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APPENDIX 1

FORM OF NOTICE

Metro
Nordic Sweden AB
[Address]
Sweden

[Date],
2002

Dear
Sirs,

This
is to notify you notice that under a Parent Share Pledge Agreement between ourselves and Nordea Bank Sweden AB (publ) (theSecurity
Agent) dated [    ] 2002 (thePledge Agreement), we have pledged to the Security Agent, acting
on behalf of certain Beneficiaries (as defined in the Pledge Agreement), all our rights, title and interest in all issued and outstanding shares of Metro Nordic Sweden AB (the Target) and all
other shares issued by the Target from time to time owned by ourselves (theShares)
together with all dividends and other distributions and interest paid or payable after the date hereof on the Shares and all certificates, shares, securities (including any convertible debt
instruments, warrants or the dividends or interest thereon), rights, moneys or property accruing or offered at any time by way of redemption, bonus, preference, option rights or otherwise to or in
respect of the Shares or in substitution or exchange for the Shares (theRelated Rights).

The
pledge created by the Pledge Agreement shall be registered in the share register of the Target and the Security Agent, acting on behalf of certain Beneficiaries (as defined in the
Pledge Agreement), shall be registered as having the rights to the Shares and the Related Rights as set out above. Please note that any dividend on the Shares shall be paid to ourselves until other
instructions are given to you by the Security Agent.

We
kindly request that you confirm your receipt and acknowledgement of the above by returning signed copies of this notification to each of the Security Agent and ourselves.

METRO
SWEDEN HOLDING AB

By:

We
hereby acknowledge receipt of this letter and confirm that the pledge has been noted in the share register. We further confirm that we will pay all dividends and other distributions
to the Security Agent when the Security Agent has given us such instructions in accordance with the Pledge Agreement.

METRO
NORDIC SWEDEN AB

By:

57

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APPENDIX 2

FORM OF POWER OF ATTORNEY

This power of attorney is issued pursuant to a parent share pledge agreement, dated
[                        ] 2002, (the Pledge Agreement), between Metro
Holding AB (thePledgor) and Nordea Bank Sweden AB (publ) (the Security Agent), acting on behalf of certain Beneficiaries (as defined
therein).

The
Pledgor hereby empowers any person duly appointed by the Security Agent to attend all general meetings of the shareholders in Metro Nordic Sweden AB (the Target) as the Pledgor's representative
and to vote at such general meeting for all the shares in the Target owned by the Pledgor.

This
power of attorney is irrevocable and will, when the Security Agent certifies that an Event of Default under the Pledge Agreement, has occurred and is continuing, exclude the Pledgor
from exercising the voting rights at general meeting of shareholders in the Target.

This
power of attorney becomes effective on the date it is signed by the Pledgor and it shall remain in force for one year from such date.

This
power of attorney shall in all respects be governed by and construed in accordance with the laws of Sweden.

Date:
Place:

METRO
SWEDEN HOLDING AB

By:

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SCHEDULE 5        FORM OF CASH COLLATERAL PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT REGARDING BANK ACCOUNT(theAgreement) is made on
[    ] 2002 between:

INTRODUCTION:

1.     INTERPRETATION

Bank Accountmeans the Pledgor's account no. 3144 200 1321 in Nordea Bank Sweden AB (publ).

Beneficiariesmeans the Finance Parties represented by the Security Agent;

Enforcement Eventmeans when the Facility Agent has given notice to the Borrower in accordance with Clause 19.15 of the Facility
Agreement;

Secured Obligationsmeans all present and future obligations and liabilities (whether actual or contingent) of the Pledgor to the
Beneficiaries (or any one of them) under each of the Finance Documents, in each case together with all costs, charges and expenses incurred by any Beneficiary in connection with the protection,
preservation or enforcement of its respective rights under the Finance Documents or any other document evidencing or securing such liabilities;

Security Assetsmeans the Bank Account and all sums paid into and from time to time standing the Bank Account, together with all interest
accruing from time to time paid into and from time to time standing the Bank Account; and

Security Periodmeans the period beginning on the date of this Agreement and ending on the earlier of (i) the date the Borrower has
delivered a Compliance Certificate showing that the ratio o Net Debt to EBITDA is 2.0 or less, such date not to be prior to the 30 June 2003 and (ii) the date on which the Facility Agent
confirms to the Security Agent that all sums due to the Beneficiaries under the Finance Documents have been unconditionally and irrevocably paid or repaid in full.

59

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2.     PLEDGE OF SECURITY ASSETS AND GRANT OF SECURITY

3.     PERFECTION OF PLEDGE

4.     CONTINUING SECURITY

5.     REPRESENTATIONS AND WARRANTIES

60

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6.     UNDERTAKINGS BY THE PLEDGOR

7.     ENFORCEMENT

61

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8.     APPLICATION OF PROCEEDS

Any monies received by the Security Agent in exercise of the rights, powers and remedies under this Agreement or by law shall be applied by the Security Agent in
discharge of the Secured Obligations in the manner and order determined by the Security Agent. When all of the Secured Obligations have been fully and irrevocably discharged, the surplus (if any)
shall be paid to the Pledgor

9.     WAIVER OF DEFENCES

The obligations of the Pledgor under this Agreement shall not be affected by any act, omission or circumstance which but for this provision might operate to
release or otherwise exonerate the Pledgor from its obligations under this Agreement or prejudice or diminish those obligations in whole or in part, including (whether or not known to it, the Security
Agent or any other Beneficiary):



10.   COSTS AND EXPENSES

The Pledgor will pay all costs and expenses (including without limitation stamp duties and legal fees) incurred by the Beneficiaries in connection with perfection
or enforcement of the pledge created under this Agreement. The Pledgor shall indemnify the Beneficiaries in respect of such costs and expenses. All such costs and expenses shall be included in the
Secured Obligations.

11.   RELEASE OF PLEDGE

Upon the expiry of the Security Period, the Security Agent shall, at the request of the Pledgor and subject to the Security Agent being indemnified in respect of
its costs, execute such documents and do such other things that may be necessary to release the pledge over the Security Assets.

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12.   FORCE MAJEURE

13.   FURTHER ASSURANCE

The Pledgor shall, from time to time and at its own expense, upon the request by the Security Agent, promptly and duly execute and deliver any and all such
transfers, powers of attorney and other further documents as the Security Agent may reasonably deem desirable for the purpose of obtaining the full benefit of this Agreement and of the rights and
powers granted under it, including any that the Security Agent may require for perfecting its title to any of the Security Assets or for vesting the same in itself or in any purchaser or transferee.

14.   ASSIGNMENTS, ETC

15.   AMENDMENTS

This Agreement may not be amended unless made by an instrument in writing and signed by the Pledgor and the Security Agent.

16.   POWER OF ATTORNEY

Each Beneficiary hereby irrevocably appoints the Security Agent as its attorney to (i) represent it under this Agreement, (ii) give and receive any
notice and any other information to be given or received under this Agreement, and (iii) in all other respects act on its behalf in relation to this Agreement.

17.   NOTICES

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| | (a) | the Security Agent:
Nordea Bank Sweden AB (publ)
International Loan Administration, H 352
SE-105 71 Stockholm
Sweden
Telefax: + 46 8 614 76 30
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | the Pledgor:
Metro Sweden Holding AB
Attention: For the attention of the CEO
Telefax: +44 20 7493 3229                                        





18.   COUNTERPARTS

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

19.   GOVERNING LAW AND JURISDICTION

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IN
WITNESS WHEREOF, the parties have executed this Agreement on the date which first appears on page 1.

|METRO SWEDEN HOLDING AB      |  |  |             
|---------------------------- |  |  | ------------
|                             |  | 
|Name:
Title:                 |  |  | Name:
Title:
|                             |  |  |             
|NORDEA BANK SWEDEN AB (publ) |  |  |             
|                             |  | 
|Name:
Title:                 |  |  | Name:
Title:

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APPENDIX 1

FORM OF NOTICE

[date] 2002

Dear
Sirs,

This
is to notify you that pursuant to a pledge agreement (the "Agreement") dated 18 June 2002 between Metro Sweden Holding AB, registered number 556625-7530,
(the "Pledgor") and Nordea Bank Sweden AB (publ) (as "Security Agent" on behalf of itself and the Finance Parties, as defined in the Facilities Agreement referred to below), the Pledgor has pledged
all monies, including interest accrued but not yet capitalized, from time to time held on the account no 3144 200 1321 Nordea Bank Sweden AB (publ) (the "Security") to the
Security Agent and the Finance Parties for the Pledgor's due fulfilment of its present and future obligations, under the Facilities Agreement dated [    ] 2002 and
under the Agreement.

The
Pledgor may not withdraw the Security, or any part thereof, unless other instructions are given by the Security Agent.

Please
acknowledge receipt of this letter by signing in the space provided below and returning a copy of this letter to each of the Pledgor and the Security Agent.

|Yours faithfully,       |  | 
|----------------------- |  | 
|METRO SWEDEN HOLDING AB |  | 
|                        |  | 
|Name:                   |  | 

We
hereby acknowledge receipt of the above letter and confirm (i) that we have not prior to the date hereof been notified of any pledge over the Security, and (ii) that we
will not allow the Pledgor to withdraw the Security, or any part thereof, unless otherwise instructed in writing by the Security Agent.

Date:
 1999

|NORDEA BANK SWEDEN AB (PUBL) |  | 
|---------------------------- |  | 
|                             |  | 
|Name:                        |  | 

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SCHEDULE 6        FORM OF COMPLIANCE CERTIFICATE

|To:   | Nordea Bank Sweden AB (publ) as Facility Agent
|----- | ----------------------------------------------
|From: | Metro Sweden Holding AB                       
|Date: | [DATE]                                        

Metro Sweden Holding AB]
SEK 400,000,000 Credit Agreement
dated [                        ], 2002 (the Agreement)

|Metro Sweden Holding AB |  |  |    
|----------------------- |  |  | ---
|                        |  |  |    
|By:                     |  |  | By:

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SCHEDULE 7        FORM OF DRAWDOWN REQUEST

|To:   | Nordea Bank Sweden AB (publ) as Facility Agent
|----- | ----------------------------------------------
|From: | Metro Sweden Holding AB                       
|Date: | [DATE]                                        

Metro Sweden Holding AB
SEK 400,000,000 Credit Agreement
dated [                        ], 2002 (the Agreement)

| | (a) | Drawdown Date: | [DATE]      
| | --- | -------------- | ------------
| | (b) | Amount:        | SEK [AMOUNT]
| | (c) | Term:          | [TERM]      

|Metro Sweden Holding AB |  |  |    
|----------------------- |  |  | ---
|                        |  |  |    
|By:                     |  |  | By:

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SCHEDULE 8        FORM OF INTERCREDITOR AGREEMENT

INTERCREDITOR AGREEMENT

dated 18 June 2002

between

THE COMPANIESlisted in Appendix 1, Part I

as
Intercompany Creditors

and

THE COMPANIESlisted in Appendix 1, Part II

as
Intercompany Debtors

and

NORDEA BANK SWEDEN AB (publ)

as Arranger, Facility Agent
and Security Agent

and

THE FINANCIAL INSTITUTIONSlisted in Appendix 1, Part III

---

Intercreditor Agreement
relating to the certain intercompany debt in the
Metro Sweden Holding AB Group

---

69

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INDEX

|CLAUSE     |                                                     | PAGE
|---------- | --------------------------------------------------- | ----
|1.         | DEFINITIONS AND Interpretation                      |     
|2.         | RANKING OF DEBT                                     |     
|3.         | intercompany debt                                   |     
|4.         | subordinated debt                                   |     
|5.         | SUBORDINATION ON INSOLVENCY                         |     
|6.         | application of recoveries                           |     
|7.         | PROTECTION OF SUBORDINATION                         |     
|8.         | REPRESENTATIONS AND WARRANTIES                      |     
|9.         | changes to the parties                              |     
|10.        | miscellaneous                                       |     
|11.        | FORCE MAJEURE                                       |     
|12.        | Notices                                             |     
|13.        | governing law                                       |     
|14.        | Enforcement                                         |     
|APPENDIX 1 |                                                     |     
|           | List of the Parties                                 |     
|APPENDIX 2 |                                                     |     
|           | Form of Finance Party Accession Certificate         |     
|APPENDIX 3 |                                                     |     
|           | Form of Intercompany Creditor Accession Certificate |     

70

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THIS AGREEMENTdated [    ] 2002 is made between:



WHEREAS:



IT IS AGREEDas follows:

1.     DEFINITIONS AND INTERPRETATION

1.1    Definitions

In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

Acquisition Debtmeans the debt outstanding under the SEK 390,000,000 intra-group loan agreement dated on or about the date hereof between
the Borrower and Metro International Luxembourg Holding SA.

Debtmeans all money and liabilities now or in the future due, owing or incurred to any Lender by the Borrower under the Facility
Agreement in any currency whether actual or contingent, whether incurred solely or jointly with any other person and whether as principal or surety together with all accruing interest and all related
costs, charges and expenses.

Declared Defaultmeans a Default which has resulted in the Facility Agent exercising its rights under Clause 19.15 of the Facility
Agreement.

Discharge Datemeans the date on which all Debt has been fully and irrevocably discharged and all commitments of the Lenders to the
Borrower have come to an end in accordance with the Facility Agreement.

Enforcement Actionsmeans any action whatsoever to:



71

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Enforcement Datemeans the date on which the Facility Agent first takes Enforcement Action.

Facility Agreementmeans the SEK 400,000,000 amortising revolving credit agreement dated on or about the date of this Agreement and
entered into between among others (a) Metro Sweden Holding AB, (b) the Nordea Bank Sweden AB, as Arranger, Facility Agent and Security Agent (all as defined therein) and (c) the
Lenders (as defined therein) as amended, amended and restated and/or supplemented from time to time.

Finance Party Accession Certificatemeans an accession certificate substantially in the form set out in Appendix 2hereto pursuant to which a New Finance Party (as
defined below) may accede to this Agreement.

Insolvency Eventmeans a court making a winding up order (other than a winding up on a solvent basis approved by the Majority Lenders) or
an order for the dissolution or liquidation of an Intercompany Debtor or a liquidator or administrator or equivalent is appointed to an Intercompany Debtor.

Intercompany Debtmeans any loan (or series of loans) or debts (present or future), other than Subordinated Debt and trade credits
extended by an Intercompany Creditor to an Intercompany Debtor in the ordinary course of business, which at any time is made by an Intercompany Creditor in favour of an Intercompany Debtor or
otherwise owed by such Intercompany Debtor to such Intercompany Creditor.

Intercompany Creditor Accession Certificatemeans an accession certificate substantially in the form set out in Appendix 3hereto pursuant to which an Additional
Intercreditor Creditor (as defined below) may accede to this Agreement.

Obligorsmeans an Intercompany Creditor or an Intercompany Debtor.

Payment Defaultmeans a failure by the Borrower to make payment of any sum under the Facility Agreement on its due date (taking into
account any applicable grace period).

Permitted Distributionmeans each payment and other distribution permitted pursuant to Clause 3.2.

1.2    Terms defined in the Facility Agreement

In addition to Subclause 1.1, terms defined in the Facility Agreement shall have the same meanings in this Agreement unless otherwise defined herein.

1.3    Construction

In this Agreement, unless the contrary intention appears, a reference to:



72

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Unless
the contrary intention appears a word or expression used in any other agreement, document or notice making a reference to this Agreement has the same meaning in that agreement,
document or notice as in this Agreement.

The
headings in this Agreement do not affect its interpretation.

2.     RANKING OF DEBT

The Debt will rank for all purposes in the following order:



3.     INTERCOMPANY DEBT

3.1    Prohibited Payments, Guarantees etc



3.2    Permitted Payments



3.3    Restrictions on Enforcement Action

No Intercompany Creditor may, prior to the Discharge Date, take any Enforcement Action in relation to the Intercompany Debt without the prior written consent of
the Security Agent.

73

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3.4    Turnover

If at any time prior to the Discharge Date:



3.5    No subrogation

The Intercompany Creditors may not exercise any rights of subrogation to the rights of the Lenders or any guarantees arising under the Facility Agreement prior to
the Discharge Date pertaining to the Intercompany Debt.

4.     SUBORDINATED DEBT

4.1    Prohibited Payments, Guarantees etc



4.2    Restrictions on Enforcement Action

No Intercompany Creditor may, prior to the Discharge Date, take any Enforcement Action in relation to the Subordinated Debt without the prior written consent of
the Security Agent.

4.3    Turnover

If at any time prior to the Discharge Date:



74

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4.4    No subrogation

The Intercompany Creditor may not exercise any rights of subrogation to the rights of the Lenders or any guarantees arising under the Facility Agreement prior to
the Discharge Date pertaining to the Subordinated Debt.

5.     SUBORDINATION ON INSOLVENCY

5.1    Subordination

Upon the occurrence of an Insolvency Event in relation to any Intercompany Debtor, the claims against the Intercompany Debtor in respect of the Intercompany Debt
and the Subordinated Debt will be subordinated in right of payment to the claims against the Intercompany Debtor in respect of the Debt.

5.2    Exercise of rights



5.3    Distribution

Upon the occurrence of an Insolvency Event in relation to the Intercompany Debtor, the receiver in bankruptcy, liquidator or such other relevant person
distributing the assets of the Intercompany Debtor shall be directed by the Intercompany Creditor to pay distributions of any kind in relation to the Intercompany Debt and/or the Subordinated Debt to
the Security Agent until the Debt is paid in full.

6.     APPLICATION OF RECOVERIES

6.1    Application

All amounts paid to the Security Agent under this Agreement whether under the turnover provisions or otherwise shall be applied in the following order:



75

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and
pending such application shall be held on a separate account by the Security Agent for the beneficiaries entitled to it.

6.2    Appropriations

Each Finance Party, until the Discharge Date, may (subject in each case to the provisions of this Agreement and the Finance Documents):



7.     PROTECTION OF SUBORDINATION

7.1    Continuing subordination

The subordination provisions in this Agreement constitute a continuing subordination and benefit to the ultimate balance of the Debt respectively regardless of
any intermediate payment or discharge of the Debt whether in whole or in part.

7.2    Waiver of defence

The subordination and priority provisions in this Agreement will not be affected by any act, omission or circumstance which (but for this provision) may operate
to release or otherwise exonerate the Intercompany Debtor and the Intercompany Creditor from their obligations under this Agreement or otherwise affect such subordination and priority provisions
including:



8.     REPRESENTATIONS AND WARRANTIES

Each Obligor, being a party to this Agreement, hereby represent and warrant that:



76

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9.     CHANGES TO THE PARTIES

9.1    Assignment and transfers by Obligors

An Obligor may not assign or transfer any of its rights and obligations under this Agreement without the prior consent of the Security Agent.

9.2    Additional Obligors



77

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9.3    Assignments and transfers by Lenders



10.   MISCELLANEOUS

10.1    Certificate conclusive

A certificate, determination, notification or opinion of the Security Agent stipulated for in this Agreement as to any rate of interest or any other amount
payable under this Agreement will be prima facie evidence of such matter.

10.2    No implied waivers



10.3    Invalidity of any provisions

If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability or the
remaining provisions shall not be affected or impaired in any way.

10.4    Power of Attorney



78

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10.5    Failure to execute

Failure by one or more parties (Non-Signatories) to execute this Agreement on the date of this
Agreement will not invalidate the provisions of this Agreement as between the other parties who do execute this Agreement. Such Non-Signatories may execute this Agreement (or counterpart
of this Agreement) on a subsequent date and will thereupon become bound by its provisions.

10.6    Termination

This Agreement will terminate with effect from the Discharge Date.

11.   FORCE MAJEURE



12.   NOTICES

12.1    In writing



12.2    Contact details



79

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Address:

c/o Metro International UK Ltd
4th Floor Leconfield House, Curzon Street
London, W1J 5JA
United KingdomFax number:

+44 20 7493 3229Attention:

For the attention of the CEO




Address:

c/o Metro International UK Ltd
4th Floor Leconfield House, Curzon Street
London, W1J 5JA
United KingdomFax number:

+44 20 7493 3229Attention:

For the attention of the CEO




Address:

Nordea Sweden AB (publ)
International Loan Administration
H 352
SE-105 71, Stockholm
SwedenFax number:

+46 8 614 76 30




12.3    Effectiveness



12.4    Language

Any notice given in connection with a Finance Document shall be in English.

13.   GOVERNING LAW

This Agreement shall be governed by the laws of the Kingdom of Sweden.

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14.   ENFORCEMENT

14.1    Jurisdiction



14.2    Waiver of immunity

The Borrower irrevocably and unconditionally:



---

The
Parties have caused this Agreement to be duly executed on the date set out above. The Parties have taken one copy each of the executed Agreement.

---

81

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|Intercompany Creditors                   
|-----------------------------------------
|METRO INTERNATIONAL SA                   
|By:                                      
|                                         
|METRO INTERNATIONAL LUXEMBOURG HOLDING SA
|By:                                      
|                                         
|Intercompany Debtors                     
|METRO SWEDEN HOLDING AB                  
|By:                                      
|                                         
|METRO NORDIC SWEDEN AB                   
|By:                                      
|                                         
|TIDNINGS AB METRO                        
|By:                                      
|                                         
|Arranger                                 
|NORDEA BANK SWEDEN AB                    
|By:                                      
|                                         
|Original Lenders                         
|NORDEA BANK SWEDEN AB                    
|By:                                      
|                                         
|Facility Agent                           
|NORDEA BANK SWEDEN AB                    
|By:                                      
|                                         
|Security Agent                           
|NORDEA BANK SWEDEN AB                    
|By:                                      
|                                         

82

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APPENDIX 1

LIST OF THE PARTIES

Part I
Intercompany Creditors

Metro
International S.A.
Metro International Luxembourg Holding S.A.

Part II
Intercompany Debtors

Metro
Sweden Holding AB
Metro Nordic Sweden AB
Tidnings AB Metro

Part III
Finance Parties

Nordea
Bank Sweden AB (publ)

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APPENDIX 2

FORM OF FINANCE PARTY ACCESSION CERTIFICATE

[PLACE]

[DATE]

FINANCE PARTY ACCESSION CERTIFICATE

To:Nordea Sweden Bank AB (publ) as Arranger, Facility Agent and Security Agent (the "Bank")

From:

Dear Sirs,

Intercreditor
agreement dated [    ] June 2002 and entered into between, amongst others, the Intercompany Creditors, the Intercompany Debtors and
Nordea Sweden Bank AB (publ) (each as defined therein) (as amended from time to time) (the "Intercreditor Agreement").

Unless
otherwise defined herein, capitalised terms shall have the same meanings assigned to them in the Intercreditor Agreement.

With
reference to clause 9 of the Intercreditor Agreement we hereby write to you to inform you of the following:

We,
[financial institution] of [registered address] (company identity No. [    ]) (the "New
Finance Party"):





This
Agreement is governed by the laws of the Kingdom of Sweden.

The
New Finance Party submits to the jurisdiction of Swedish courts on the terms set out in the Intercreditor Agreement.

[New
Finance Party]



By:

The
Bank
(for itself and on behalf of each of the parties to the Intercreditor Agreement)



By:

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APPENDIX 3

FORM OF INTERCOMPANY CREDITOR ACCESSION CERTIFICATE

[PLACE]

[DATE]

INTERCOMPANY CREDITOR ACCESSION CERTIFICATE

To:Nordea Sweden Bank AB (publ) as Arranger, Facility Agent and Security Agent (the "Bank")

From:

Dear Sirs,

Intercreditor
agreement dated [    ] June 2002 and entered into between, amongst others, the Intercompany Creditors, the Intercompany Debtors and
Nordea Sweden Bank AB (publ) (each as defined therein) (as amended from time to time) (the "Intercreditor Agreement").

Unless
otherwise defined herein, capitalised terms shall have the same meanings assigned to them in the Intercreditor Agreement.

With
reference to the Intercreditor Agreement we hereby write to you to inform you of the following:

We,
[name of company] of [registered address] (company identity. No. [    ]) (the "New
Intercompany Creditor"):



This
Agreement is governed by the laws of the Kingdom of Sweden.

The
New Intercompany Creditor submits to the jurisdiction of the Swedish courts on the terms set out in the Intercreditor Agreement.

[New
Intercompany Creditor]



By:

The
Bank
(for itself and on behalf of each of the parties to the Intercreditor Agreement)



By:

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SCHEDULE 9        FORM OF PARENT GUARANTEE

Nordea
Sweden Bank AB (publ)
in its capacity as Security Agent
For its own behalf and on behalf of
the Beneficiaries (as defined below)

Dear
Sirs,

GUARANTEE

We, Metro International SA, refer to a SEK 400,000,000 revolving credit facility agreement dated on or about the date hereof entered into by and between our
wholly owned subsidiary Metro Sweden Holding AB (the "Borrower") and Nordea Bank Sweden AB (publ) (as Arranger, Facility Agent and Security Agent) and the Lenders (as defined therein) (the Arranger,
the Facility Agent, the Security Agent and the Lenders hereinafter together referred to as the "Finance Parties") (the "Facilities Agreement").

Whereas

Now, therefore we undertakeas follows:

1.     DEFINITIONS AND INTERPRETATION

Save as otherwise provided in this Guarantee and unless the context otherwise requires, terms and expressions shall have the same meaning as in the Facilities
Agreement when used in this Guarantee.

A
reference to the Facilities Agreement shall be understood as a reference to the Facilities Agreement as from time to time amended, supplemented, restated, waived or otherwise changed.

2.     GUARANTEE AND INDEMNITY

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3.     Representations & warranties

3.1 Representations & Warranties

The representations set out in this Clause are made by us to each Finance Party.











87

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4.     INFORMATION COVENANTS



We shall supply to the you in sufficient copies for all the Lenders as soon as it becomes available:



5.     GENERAL COVENANTS

5.1 Authorisations

We shall promptly obtain, maintain and comply with the terms of any authorisation required under any law or regulation to enable us to perform our obligations
under, or for the validity or enforceability of, this Guarantee.

5.2 Compliance with laws

We shall comply in all respects with all laws to which we subject where failure to do so is reasonably likely to have a Material Adverse Effect.

5.3 Change of business

We ensure that no material change is made to the general nature of the business of ours or any member of the Borrowing Group from that carried on at the date of
this Guarantee.

6.     NOTICES

6.1 In writing

Any communication in connection with this Guarantee shall be in writing and, unless otherwise stated, may be given in person, by post, or fax.

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6.2 Contact details

|Our contact details are:                                                                          
|--------------------------------------------------------------------------------------------------
|Address:                                                                                          
|Fax number:                                                                                       
|Attention:                                                                                        
|With a copy to Banque Invik:                                                                      
|Address:                                                                                          
|Fax number:                                                                                       
|Attention:                                                                                        
|Your contact details are:                                                                         
|Address:                                                                                          
|Fax number:                                                                                       
|Tel number:                                                                                       
|Attention:                                                                                        
|A change of contact details shall be made by giving five Business Days' notice to the other party.

6.3 Effectiveness

Except as provided below, any communication in connection with this Guarantee will be deemed to be given as follows:



A
communication given as described above but received on a non-working day or after business hours in the place of receipt will only be deemed to be given on the next working
day in that place.

6.4 Language

Any notice given in connection with this Guarantee shall be in English.

7.     GOVERNING LAW

This Guarantee shall be governed by the laws of the Kingdom of Sweden.

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8.     ENFORCEMENT

8.1 Jurisdiction



8.2 Waiver of immunity

We irrevocably and unconditionally:



---

[Place and date]

For
and on behalf of Metro International SA

---

By:

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SCHEDULE 10        FORM OF PARENT SHARE PLEDGE AGREEMENT

THIS PARENT SHARE PLEDGE AGREEMENT(theAgreement) is made on
[                        ]
2002 between:



INTRODUCTION:



INTERPRETATION

1.1Unless otherwise defined herein, terms defined in the Facility Agreement have the same meanings when used in this
Agreement.

1.2In this Agreement



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1.3In this Agreement, a reference to



2.     PLEDGE OF SECURITY ASSETS AND GRANT OF SECURITY

2.4The Pledgor hereby pledges the Security Assets to the Beneficiaries for the purpose of constituting security for the due
and punctual payment, discharge and performance by the Borrower of the Secured Obligations.

2.5Notwithstanding Clause 2.1 above, the Borrower (and/or the Borrower's Subsidiaries) may make and the Pledgor may
receive dividend solely to the extent it is expressly permitted under the Finance Documents.

3.     PERFECTION OF PLEDGE

3.1The Pledgor shall on the date hereof deliver to the Security Agent the Share Certificates duly endorsed in blank together
with any coupons and other documents pertaining thereto. Should any shares be issued in the future, the Pledgor shall promptly deliver to the Security Agent any share certificates evidencing such
shares duly endorsed in blank together with any coupons and other documents pertaining thereto.

3.3The Pledgor shall notify the Borrower of the pledge over the Shares created by this Agreement by sending a notice to the
Borrower in the form set out in Appendix 1, and procure that the Borrower acknowledges receipt of such notice and registers the pledge created by this Agreement in the share register of the
Borrower.

3.4Upon the issue of any Related Rights, the Pledgor shall promptly deliver to the Security Agent or procure the delivery to
the Security Agent of documents of title in respect of such Related Rights together with such other documents as the Security Agent in its absolute discretion may consider appropriate.

4.     CONTINUING SECURITY

4.1The pledge created by this Agreement shall be a continuing security and shall not be considered as discharged by any
intermediate payment or settlement of the whole or any part of the Secured Obligations and shall be binding until the end of the Security Period.

4.2The pledge created by this Agreement is in addition to and is not in any way prejudiced by any present or future pledge,
guarantee or other security given in respect of the Secured Obligations.

4.3The Beneficiaries are entitled to decide, in their own discretion, which security interests and in what order such
security interests shall be applied towards the satisfaction of the Secured

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Obligations
and the Pledgor shall not be entitled to claim any right to any other security given to the Beneficiaries in respect of the Secured Obligations.

5.     DIVIDENDS

5.1Notwithstanding Clause 2.1 and subject to Clause 2.2 above, all dividends declared on or in respect of the
Shares shall be paid to the Pledgor for as long as no Event of Default has occurred.

5.2Following the occurrence of an Event of Default and for as long as it is continuing, all dividends shall be paid to the
Security Agent on behalf of the Beneficiaries. Any dividends paid to the Security Agent will become part of the security created under this Agreement and be applied towards satisfaction of the Secured
Obligations.

6.     EXERCISE OF SHAREHOLDER RIGHTS

6.1Subject to Clause 6.2, the Pledgor shall during the term of this Agreement have the right to exercise any voting
rights attached to the Shares in a manner consistent with this Agreement and the other Finance Documents.

6.2Upon or during the continuance of an Enforcement Event, the Pledgor will at the request of the Security Agent issue to
the Security Agent a separate power of attorney in the form set out in Appendix 2, giving the Security Agent, thirty (30) days after the occurrence of an Enforcement Event, the exclusive
right to exercise or cause to be exercised the voting rights or other shareholder rights attached to the Shares. The power of attorney shall be renewed annually and the Pledgor shall ensure that such
power of attorney remains at all relevant times in effect.

7.     REPRESENTATIONS AND WARRANTIES

7.1The Pledgor represents and warrants that:



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7.2The Pledgor further represents and warrants that:



8.     UNDERTAKINGS BY THE PLEDGOR

8.1The Pledgor shall not otherwise than as permitted by the Finance Documents:



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8.4The Pledgor shall not vote for any resolution authorising an issue of new shares, convertible debt instruments or other
securities in the Borrower unless the Pledgor extends the pledge contained in this Agreement to such issue and perfects such security, to the satisfaction of the Security Agent.

8.5The Pledgor shall not, without the prior written consent of the Security Agent, vote for any resolution for liquidation
or winding-up, unless the liquidation or winding-up is required by mandatory legislation, or for any resolution for the commencement of insolvency proceedings or other similar
proceedings which may adversely affect the effectiveness or value of the pledge.

9.     ENFORCEMENT

9.1Upon the occurrence of an Enforcement Event and at any time thereafter, the Security Agent shall, subject to
Clause 9.2 below and in addition to any other remedies provided herein, in the Finance Documents or permitted by law, be entitled to liquidate any or all of the Security Assets through one or
more sales as set out below, free from any claim or right of any nature whatsoever of the Pledgor, as the Security Agent shall in its sole discretion elect:



9.2Notwithstanding the above, the Security Agent shall, at any time prior to or at a public auction in accordance with
Clause 9.1 (a), be obliged to sell the Security Assets to the Pledgor or a third person appointed by the Pledgor provided always that the proceeds from such sale after deduction of all costs
incurred in connection with the sale exceeds the Secured Obligations.

9.5For the avoidance of doubt, Chapter 10 of the Swedish Commercial Code (Sw. Handelsbalken) shall not apply when the Security Agent enforces the Security Assets.

9.6For the purpose of enforcing the pledge created by this Agreement upon the occurrence of an Enforcement Event and for as
long as such Enforcement Event is continuing, the Pledgor irrevocably authorises and empowers the Security Agent, with full power of substitution, to act in the name of the Pledgor and on behalf of
the Pledgor to do all acts and take any necessary or appropriate steps in respect of the enforcement of the Security Assets.

10.   APPLICATION OF PROCEEDS

Any monies received by the Security Agent in exercise of the rights, powers and remedies under this Agreement or by law shall be applied by the Security Agent in
discharge of the Secured Obligations in the manner and order determined by the Security Agent. When all of the Secured Obligations have been fully and irrevocably discharged, the surplus (if any)
shall be paid to the Pledgor

11.   WAIVER OF DEFENCES

The obligations of the Pledgor under this Agreement shall not be affected by any act, omission or circumstance which but for this provision might operate to
release or otherwise exonerate the Pledgor

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from
its obligations under this Agreement or prejudice or diminish those obligations in whole or in part, including (whether or not known to it, the Security Agent or any other Beneficiary):



12.   COSTS AND EXPENSES

The Pledgor will pay all costs and expenses (including without limitation stamp duties and legal fees) incurred by the Beneficiaries in connection with perfection
or enforcement of the pledge created under this Agreement. The Pledgor shall indemnify the Beneficiaries in respect of such costs and expenses. All such costs and expenses shall be included in the
Secured Obligations.

13.   RELEASE OF PLEDGE

Upon the expiry of the Security Period, the Security Agent shall, at the request of the Pledgor and subject to the Security Agent being indemnified in respect of
its costs, execute such documents and do such other things that may be necessary to release the pledge over the Security Assets.

14.   FORCE MAJEURE

14.1Neither the Security Agent nor any of the other Beneficiaries shall be held responsible for any damage arising out of
any Swedish or foreign legal enactment, or any measure undertaken by a Swedish or foreign public authority, or war, strike, lockout, boycott, blockade or any other similar circumstance. The
reservation in respect of strikes, lockouts, boycotts and blockades applies even if the Security Agent or any of the Lenders takes such measures, or is subject to such measures. Should there be an
obstacle as described above for the Security Agent or the Lenders to take any action in compliance with this Agreement, such action may be postponed until the obstacle has been removed.

14.2Any damage that may arise in other cases shall not be indemnified by the Security Agent or any of the other
Beneficiaries unless such damage results from gross negligence or wilful misconduct or if the Security Agent and/or the Beneficiaires have not observed normal care. Neither the Security Agent nor any
of the other Beneficiaries shall in any case be held responsible for any indirect damage.

15.   FURTHER ASSURANCE

The Pledgor shall, from time to time and at its own expense, upon the request by the Security Agent, promptly and duly execute and deliver any and all such
transfers, powers of attorney and other

96

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further
documents as the Security Agent may reasonably deem desirable for the purpose of obtaining the full benefit of this Agreement and of the rights and powers granted under it, including any that
the Security Agent may require for perfecting its title to any of the Security Assets or for vesting the same in itself or in any purchaser or transferee.

16.   ASSIGNMENTS, ETC

16.3The Security Agent may, on its own behalf and on behalf of the other Beneficiaries, assign and transfer all of its
respective rights and obligations under this Agreement in accordance with the Facility Agreement.

16.4The Pledgor may not assign or transfer any part of its rights, benefits or obligations under this Agreement.

17.   AMENDMENTS

This Agreement may not be amended unless made by an instrument in writing and signed by the Pledgor and the Security Agent.

18.   POWER OF ATTORNEY

Each Beneficiary hereby irrevocably appoints the Security Agent as its attorney to (i) represent it under this Agreement, (ii) give and receive any
notice and any other information to be given or received under this Agreement, and (iii) in all other respects act on its behalf in relation to this Agreement.

19.   NOTICES

19.1Every notice or other communication under this Agreement shall be given in writing in English and shall be made by
letter or telefax.

19.2Any 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 at the respective address given in Clause 19.3.

19.3The addresses and fax numbers of the Security Agent and the Pledgor are:



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19.4(a) Any notice or other communication given by the Security Agent will be deemed to have been received:





20.   COUNTERPARTS

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

21.   GOVERNING LAW AND JURISDICTION

21.1This Agreement and the pledge set out herein shall be governed by and construed in accordance with the laws of Sweden.

21.2Subject to Clause 21.3 below, the courts of Sweden shall have exclusive jurisdiction over matters arising out of
or in connection with this Agreement. The District Court of Stockholm shall be court of first instance.

21.3The submission to the jurisdiction of the Swedish Courts shall not limit the right of the Security Agent to take
proceedings against the Pledgor in any court which may otherwise exercise jurisdiction over the Pledgor or any of its assets.

IN
WITNESS WHEREOF, the parties have executed this Agreement on the date which first appears on page 1.

|METRO INTERNATIONAL SA      
|----------------------------
|                            
|Name:
Title:                
|NORDEA BANK SWEDEN AB (publ)
|                            
|Name:
Title:                
|                            

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APPENDIX 1    FORM OF NOTICE

METRO
SWEDEN HOLDING AB
c/o Metro International UK Ltd
4th Floor Leconfield House, Curzon Street
London, W1J 5JA
United Kingdom

[DATE],
2002

Dear
Sirs,

This
is to notify you notice that under a Parent Share Pledge Agreement between ourselves and Nordea Bank Sweden AB (publ) (theSecurity
Agent) dated [    ] 2002 (thePledge Agreement), we have pledged to the Security Agent, acting
on behalf of certain Beneficiaries (as defined in the Pledge Agreement), all our rights, title and interest in all issued and outstanding shares of Metro Sweden Holding AB (the Borrower) and all
other shares issued by the Borrower from time to time owned by ourselves (theShares)
together with all dividends and other distributions and interest paid or payable after the date hereof on the Shares and all certificates, shares, securities (including any convertible debt
instruments, warrants or the dividends or interest thereon), rights, moneys or property accruing or offered at any time by way of redemption, bonus, preference, option rights or otherwise to or in
respect of the Shares or in substitution or exchange for the Shares (theRelated Rights).

The
pledge created by the Pledge Agreement shall be registered in the share register of the Borrower and the Security Agent, acting on behalf of certain Beneficiaries (as defined in the
Pledge Agreement), shall be registered as having the rights to the Shares and the Related Rights as set out above. Please note that any dividend on the Shares shall be paid to ourselves until other
instructions are given to you
by the Security Agent. Furthermore, please note that the distribution of dividend is subject to certain restrictions in the SEK 400,000,000 amortising revolving credit facility agreement entered into
on [    ] 2002 by and between yourself and inter alia Nordea Bank Sweden AB (publ), as Lender, Arranger, Security Agent and Facility Agent (all as defined therein).

We
kindly request that you confirm your receipt and acknowledgement of the above by returning signed copies of this notification to each of the Security Agent and ourselves.

METRO
INTERNATIONAL SA

By:

We
hereby acknowledge receipt of this letter and confirm that the pledge has been noted in the share register. We further confirm that we will pay all dividends and other distributions
to the Security Agent when the Security Agent has given us such instructions in accordance with the Pledge Agreement.

METRO
SWEDEN HOLDING AB

By:

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APPENDIX 2    FORM OF POWER OF ATTORNEY

This
power of attorney is issued pursuant to a parent share pledge agreement, dated [    ] 2002, (thePledge
Agreement), between Metro International S.A. (the Pledgor) and Nordea Bank Sweden AB (publ) (theSecurity Agent),
acting on behalf of certain
Beneficiaries (as defined therein).

The
Pledgor hereby empowers any person duly appointed by the Security Agent to attend all general meetings of the shareholders in Metro Sweden Holding AB (the Borrower) as the Pledgor's
representative and to vote at such general meeting for all the shares in the Borrower owned by the Pledgor.

This
power of attorney is irrevocable and will, when the Security Agent certifies that an Event of Default under the Pledge Agreement, has occurred and is continuing, exclude the Pledgor
from exercising the voting rights at general meeting of shareholders in the Borrower.

This
power of attorney becomes effective on the date it is signed by the Pledgor and it shall remain in force for one year from such date.

This
power of attorney shall in all respects be governed by and construed in accordance with the laws of Sweden.

Date:

Place:

METRO
INTERNATIONAL SA

By:

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SCHEDULE 11    FORM OF SUBORDINATED NOTE    INTRA-GROUP LOAN AGREEMENT    dated 18th June, 2002    between(c) Metro Sweden Holding
ABand(d) Metro International Luxembourg Holding SA

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INTRA-GROUP LOAN AGREEMENT

THIS
AGREEMENT is dated 18th June, 2002 and made between

It
is agreed as follows:

1.     Definitions and Interpretation

1.1   In
this Agreement, except where the context otherwise requires:



1.2   References
in this Agreement to "Clauses" are references to clauses of this Agreement unless otherwise stated.

1.3   Headings
are for ease of reference only and shall not affect the interpretation of this Agreement.

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2.     Principal Amount

The
maximum principal amount shall be SEK 1,200,000,000.

3.     Purpose

The amount to be drawn under the Facility shall be used for the acquisition of Metro Nordic Sweden AB.

4.     Drawings

4.1   The
Facility shall be drawn in full in one amount (the "Advance").

4.2   The
Advance shall be deemed to have been made on the date hereof in accordance with Clause 3.2.2 of the Share Purchase Agreement (the
"Drawdown Date").

5.     Interest

5.1   The
Advance will carry interest as from the Drawdown Date to the date of repayment at the rate of STIBOR plus 3.50 per cent per annum and will, subject to the terms of
the Intercreditor Agreement, be payable on each Interest Payment Date. Such interest will be calculated on the base of the actual number of days elapsed, divided by 360 days.

5.2   At
any time the Borrower may, with the prior agreement of the Lender, capitalise the amount of interest payable on the Advance on the next Interest Payment Date. Such
interest shall be treated as having been added to the amount of the Facility as from the commencement of the next Interest Period and shall be treated for all purposes as a drawing made under such
date. If the Borrower defaults in the payment of any interest on its due date the Lender may capitalise the amount of interest so payable, which shall be treated as having been added to the amount of
the Facility as from the day following the due day of payment and accordingly shall be treated for all purposes as a drawing made on such date.

6.     Repayments

6.1   Subject
to the terms of the Intercreditor Agreement, the Borrower may prepay all or any part of the Advance (and interest thereon) hereunder at any time.

6.2   The
Advance, together with accrued interest thereon, shall be due in full in one instalment on the date falling four (4) years and one (1) month after the
date of this Agreement and shall be repaid on such date, subject to the terms of the Intercreditor Agreement.

7.     Payments

Subject to the terms of the Intercreditor Agreement all payments to be made under this Agreement shall be made on the due date in SEK and in freely transferable
same day funds. If the day is not a Business Day the payment will be made on the following Business Day.

8.     Intercreditor Agreement

The provisions of this Agreement are subject to the provisions of the Intercreditor Agreement and in the event of any conflict the provisions of the Intercreditor
Agreement shall prevail.

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9.     Illegality

If any of the provisions of this Agreement becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired.

10.   Miscellaneous

10.1 Neither
party may assign any of its rights under this Agreement without the written consent of the other.

10.2 This
Agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which shall be an original but all of which
together shall constitute one and the same instrument.

10.3 The
variation of any of the terms of this Agreement shall not be valid unless it is in writing and signed by representatives of each of the parties hereto. The
expression variation shall include any supplement, deletion or replacement.

10.4 This
Agreement and the relationship between the parties shall be governed by, and interpreted in accordance with Swdish law.

10.5 Each
of the parties agree that the courts of Sweden are to have exclusive jurisdiction to settle any dispute (including claims for set-off and
counterclaims) which may arise in connection with the creation, validity, effect, interpretation or performance of, or the legal relationships established by, this Agreement or otherwise arising in
connection with this Agreement and for such purposes irrevocably submit to the jurisdiction of the Swedish courts.

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

SIGNATORIES

Borrower

/s/ Pelle Törnberg

/s/

METRO
SWEDEN HOLDING AB

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Arranger

/s/
Axel Berning

/s/
Mats Sandmark

NORDEA
BANK SWEDEN AB

Original Lender

/s/
Axel Berning

/s/
Mats Sandmark

NORDEA
BANK SWEDEN AB

Facility Agent

/s/
Axel Berning

/s/
Mats Sandmark

NORDEA
BANK SWEDEN AB

Security Agent

/s/
Axel Berning

/s/
Mats Sandmark

NORDEA
BANK SWEDEN AB

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SCHEDULE 12        FORM OF TRANSFER CERTIFICATE

|To:   |  | Nordea Bank Sweden AB (publ) as Facility Agent                                 
|----- |  | -------------------------------------------------------------------------------
|From: |  | [THE EXISTING LENDER] (theExisting Lender) and [THE NEW LENDER] (theNew Lender)
|Date: |  | [                        ]                                                     

Metro Sweden Holding AB  SEK 400,000,000 Credit Agreement  dated [            ], 2002 (the Agreement)

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THE APPENDIX
  
Rights and obligations to be transferred[insert relevant details, including applicable Commitment (or part)]

Administrative details of the New Lender[insert details of Facility Office, address for notices and payment details etc.]

|[EXISTING LENDER]                                                                   |  | [NEW LENDER]
|----------------------------------------------------------------------------------- |  | ------------
|By:                                                                                 |  |             
|The Transfer Date is confirmed by the Facility Agent as [                        ].
|[FACILITY AGENT]                                                                    |  |             
|By:                                                                                 |  |             

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