a5809045ex10_18.htm


    Exhibit
10.18

     

    

     

    
      
        	 	 
      
	 	
                EXECUTION
      COPY

              
	 	
                FACILITY
      AGREEMENT

              
	 	
                SEK
      1,000,000,000

                 

                for

                 

                AUTOLIV,
      INC.

                 

                and

                 

                SKANDINAVISKA
      ENSKILDA BANKEN AB (publ)

                 

                as
      Lender

                 

              
	 	
                16 October,
      2008

              


      

       

       

       

      

       

      
        
          	
                  Clause 

                	
                  Page

                
	 
      
	
                  1.       
      Interpretation

                	
                  4

                
	
                  2.       
      Facilities

                	
                  9

                
	
                  3.       
      Purpose

                	
                  10

                
	
                  4.       
      Conditions Precedent

                	
                  10

                
	
                  5.       
      Utilisation

                	
                  10

                
	
                  6.       
      Repayment

                	
                  11

                
	
                  7.       
      Prepayment and Cancellation

                	
                  11

                
	
                  8.       
      Interest Periods

                	
                  12

                
	
                  9.       
      Interest

                	
                  13

                
	
                  10.      Payments

                	
                  14

                
	
                  11.      Taxes

                	
                  15

                
	
                  12.      Market
      Disruption

                	
                  17

                
	
                  13.      Increased
      Costs

                	
                  17

                
	
                  14.      Illegality

                	
                  18

                
	
                  15.      Representations
      and Warranties

                	
                  19

                
	
                  16.      Undertakings

                	
                  23

                
	
                  17.      Default

                	
                  30

                
	
                  18.      Fees

                	
                  33

                
	
                  19.      Expenses

                	
                  33

                
	
                  20.      Stamp
      Duties

                	
                  34

                
	
                  21.      Indemnities

                	
                  34

                
	
                  22.      Evidence
      and Calculations

                	
                  35

                
	
                  23.      Amendments
      and Waivers

                	
                  35

                
	
                  24.      Changes
      to the Parties

                	
                  36

                
	
                  25.      Disclosure
      of Information

                	
                  36

                
	
                  26.      Set-Off

                	
                  36

                
	
                  27.      Severability

                	
                  37

                
	
                  28.      Counterparts

                	
                  37

                
	
                  29.      Notices

                	
                  37

                
	
                  30.      Language

                	
                  38

                
	
                  31.      Force
      Majeure

                	
                  38

                
	
                  32.      Governing
      law

                	
                  39

                
	
                  33.      Enforcement

                	
                  39

                
	
                  38.      Integration

                	
                  38

                


        

      

    

     

     

    

     

    
      
        	
                Schedule

              	
                Page

              
	 
      
	
                1.       Conditions
      Precedent Documents

              	
                40

              
	
                2.       Form
      of Request

              	
                41

              
	
                3.       Form
      of Compliance Certificate

              	
                42

              
	 
      
	 
      
	
                Signatories

              	
                43

              


      

    

     

     

    

     

    
      


       

      THIS AGREEMENT is dated 16
October, 2008

       

      BETWEEN:

       

      
        	
                (1)

              	
                AUTOLIV, INC.
      (incorporated under the laws of the State of Delaware, U.S.A.) (in this
      capacity, the Borrower);

              


      

       

      
        	
                (2)

              	
                SKANDINAVISKA ENSKILDA BANKEN
      AB (publ)
      as lender (the Lender).

              


      

       

      IT IS AGREED as
follows:

       

      
        	
                1.

              	
                INTERPRETATION

              


      

       

      
        	
                1.1

              	
                Definitions

              


      

       

      In this
Agreement:

       

      Affiliate means a Subsidiary
or a holding company of a person or any other Subsidiary of that holding
company.

       

      Availability Period means the
period from and including the date of this Agreement to and including the date
one month before the Maturity Date.

       

      Board means the Board of
Governors of the Federal Reserve System of the United States of America or any
successor thereof.

       

      Break Costs means the amount
(if any) which the Lender is entitled to receive under Clause 21.3 (Break costs)
as compensation if any part of a Loan or overdue amount is repaid or
prepaid.

       

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

       

      Code means the United States
Internal Revenue Code of 1986, as amended, and any rule or regulation issued
thereunder from time to time in effect.

       

      Commitment means SEK
1,000,000,000, to the extent not cancelled, reduced or transferred under this
Agreement.

       

      Dangerous Substance means any
radioactive emissions and any natural or artificial substance (whether in solid
or liquid form or in the form of a gas or vapour and whether alone or in
combination with any other substance) capable of causing harm to man or any
other living organism or damaging the environment or public health or welfare
including but not limited to any controlled, special, hazardous, toxic,
radioactive or dangerous waste.

       

      Default means an Event of
Default or an event which, with the giving of notice, lapse of time,
determination of materiality or fulfilment of any other applicable condition (or
any combination of the foregoing), would constitute an Event of
Default.

       

      Drawdown Date means the date
of the advance of a Loan.

       

      Environmental Claim means any
claim by any person as a result of or in connection with any violation of
Environmental Law or any Environmental Contamination which could give rise to
any remedy or penalty (whether interim or final) or liability for the Borrower
or Lender which could reasonably be expected to have a material adverse
effect.

       

       

      

       

      Environmental Contamination
means each of the following and their consequences:

       

      
        	
                 
      

              	
                (a)

              	
                any release,
      emission, leakage, or spillage of any Dangerous Substance into any part of
      the environment; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      accident, fire, explosion or sudden event which is directly or indirectly
      caused by or attributable to any Dangerous Substance;
  or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any other
      pollution of the environment.

              


      

       

      Environmental Law means any
national or supranational law, regulation or directive concerning the protection
of human health or the environment or concerning Dangerous
Substances.

       

      Environmental License means
any authorization by any Environmental Law.

       

      ERISA means the United States
Employee Retirement Income Security Act of 1974, as amended.

       

      ERISA Affiliate means each
trade or business, whether or not incorporated, that would be treated as a
single employer with the Borrower under section 414 of the United States
Internal Revenue Code of 1986, as amended.  When any provision of this
Agreement relates to a past event, the term ERISA Affiliate includes any
person that was an ERISA Affiliate of Borrower at the time of that past
event.

       

      Event of Default means an
event specified as such in Clause 17.1 (Events of Default).

       

      Facility means the SEK
1,000,000,000 revolving credit facility, made available under this Agreement as
set out in Clause 2.1 (Revolving Credit Facility).

       

      Facility Office means the
office(s) through which the Lender will perform all or any of its obligations
under this Agreement.

       

      Finance Document means this
Agreement or any other document designated as such by the Lender and the
Borrower.

       

      Financial Indebtedness means
any indebtedness in respect of:

       

      
        	
                 
      

              	
                (a)

              	
                monies
      borrowed;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      debenture, bond, note, loan stock or other
  security;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any
      acceptance credit;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                receivables
      sold or discounted (otherwise than on a non-recourse
    basis);

              


      

       

      
        	
                 
      

              	
                (e)

              	
                the
      acquisition cost of any asset to the extent payable before or after the
      time of acquisition or possession by the party liable where the advance or
      deferred payment is arranged primarily as a method of raising finance or
      financing the acquisition of that
asset;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                any lease
      entered into primarily as a method of raising finance or financing the
      acquisition of the asset leased;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                any currency
      swap or interest swap, cap or collar arrangement or other derivative
      instrument (and when calculating the value of any such transaction, only
      the marked-to-market value shall be taken into
  account);

              


      

       

       

      

       

      
        	
                 
      

              	
                (h)

              	
                any amount
      raised under any other transaction having the commercial effect of a
      borrowing or raising of money; or

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any
      guarantee, indemnity or similar assurance against financial loss of any
      person.

              


      

       

      Group means the Borrower and
its Subsidiaries.

       

      Interest Period means each
period determined in accordance with Clause 8 (Interest
Periods).

       

      Loan means, subject to
Clause 8 (Interest Periods), the principal amount of each borrowing by the
Borrower under this Agreement or the principal amount outstanding of that
borrowing.

       

      Margin means 1.50 per cent.
per annum.

       

      Margin Stock has the meaning
assigned to such term in Regulation U of the Board.

       

      Material Group Member means
any Subsidiary of the Borrower:

       

      
        	
                 
      

              	
                (a)

              	
                (i)

              	
                the book
      value of whose assets (consolidated if it itself has Subsidiaries) equals
      or exceeds 3 per cent. of the book value of the consolidated total
      assets of the Group; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                whose
      revenues (consolidated if it itself has Subsidiaries) equal or exceed
      3 per cent. of the revenues of the Group taken as a whole;
      or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                whose
      trading profits (consolidated if it itself has Subsidiaries) before
      interest and tax equal or exceed 3 per cent. of the trading profits
      before interest and tax of the Group as a
whole,

              


      

       

      as determined by
reference to the most recent accounts of the Subsidiary and the most recent
consolidated accounts of the Group; or

       

      
        	
                 
      

              	
                (b)

              	
                any
      Subsidiary of the Borrower which becomes a member of the Group after the
      date of the latest consolidated accounts of the Group at the time of
      determination and which would fulfil any of the tests in (a)(i), (ii) or
      (iii) above if tested on the basis of its latest accounts (consolidated if
      it itself has Subsidiaries) and those latest accounts of the Group;
      or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                prior to the
      delivery of each set of accounts pursuant to Clause 16.2 (Financial
      information), any Subsidiary of the Borrower to which has been transferred
      (whether by one transaction or a series of transactions, related or not)
      the whole or substantially the whole of the assets of a Subsidiary which
      immediately prior to such transaction or any of such transactions was a
      Material Group Member.

              


      

       

      Material Subsidiary means any
Subsidiary of the Borrower:

       

      
        	
                 
      

              	
                (a)

              	
                (ii)

              	
                the book
      value of whose assets (consolidated if it itself has Subsidiaries) equals
      or exceeds 10 per cent. of the book value of the consolidated total
      assets of the Group; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                whose
      revenues (consolidated if it itself has Subsidiaries) equal or exceed
      10 per cent. of the revenues of the Group taken as a whole;
      or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                whose
      trading profits (consolidated if it itself has Subsidiaries) before
      interest and tax equal or exceed 10 per cent. of the trading profits
      before interest and tax of the Group as a
whole,

              


      

       

       

      

       

      as determined by
reference to the most recent accounts of the Subsidiary and the most recent
consolidated accounts of the Group; or

       

      
        	
                 
      

              	
                (b)

              	
                any
      Subsidiary of the Borrower which becomes a member of the Group after the
      date of the latest consolidated accounts of the Group at the time of
      determination and which would fulfil any of the tests in (a)(i), (ii) or
      (iii) above if tested on the basis of its latest accounts (consolidated if
      it itself has Subsidiaries) and those latest accounts of the Group;
      or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                prior to the
      delivery of each set of accounts pursuant to Clause 16.2 (Financial
      information), any Subsidiary of the Borrower to which has been transferred
      (whether by one transaction or a series of transactions, related or not)
      the whole or substantially the whole of the assets of a Subsidiary which
      immediately prior to such transaction or any of such transactions was a
      Material Subsidiary.

              


      

       

      Maturity Date means 20 October
2010.

       

      Moody's means Moody's
Investors Service, Inc.

       

      Multiemployer Plan means a
"multiemployer plan" within the meaning of section 3(37) or 4001(a)(3) of
ERISA.

       

      Original Group Accounts means
the audited consolidated accounts of the Group for the year ended 31 December
2007.

       

      Party means a party to this
Agreement.

       

      Plan means an "employee
benefit plan" within the meaning of section 3(3) of ERISA maintained by the
Borrower or any ERISA Affiliate currently or at any time within the last five
years, or to which the Borrower or any ERISA Affiliate is required to make
payments or contributions or has made payments or contributions within the past
five years.

       

      Rate Fixing Day means the
second Business Day before the first day of an Interest Period for a Loan or
such other day as is generally treated as the rate fixing day by market practice
in the relevant interbank market for leading banks to give quotations for
deposits in the relevant currency for delivery on the first day of the relevant
Interest Period, as determined by the Lender.

       

      Rating Agency means Moody's or
Standard & Poor's.

       

      Reference Banks means the
Lender, Svenska Handelsbanken AB (publ) and Nordea AB (publ).

       

      Reportable Event means any of
the events set forth in section 4043 of ERISA or the related
regulations.

       

      Request means a request made
by the Borrower for a Loan, substantially in the form of Schedule
2.

       

      Restricted Margin Stock means
Margin Stock owned by the Borrower or any member of the Group, which represents
not more than 331⁄3 per cent. of the aggregate value (determined in accordance
with Regulation U of the Board), on a consolidated basis, of the assets of the
Borrower and all members of the Group (other than Margin Stock) that are subject
to the provisions of Clause 16 (Undertakings) (including, without limitation,
Clauses 16.8 (Negative pledge) and 16.9 (Transactions similar to
security)).

       

      Screen Rate means in relation
to STIBOR, the appropriate rate for the relevant period, displayed on the
appropriate page of either the Reuters or the Bloomberg Screen (as selected by
the Lender and notified to the Borrower).  If the relevant page is
replaced or the service ceases to be available, the Lender may (after
consultation with the Borrower) specify another page or service displaying the
appropriate rate.

       

      

       

      Security Interest means any
mortgage, pledge, lien, charge, assignment, hypothecation or security interest
or any other agreement or arrangement having the effect of conferring
security.

       

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

       

      Standard & Poor's means
Standard & Poor's Rating Group, a division of McGraw-Hill Companies,
Inc.

       

      STIBOR means for an Interest
Period of any Loan or overdue amount in Swedish Kronor:

       

      
        	
                 
      

              	
                (a)

              	
                the Screen
      Rate; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                if no Screen
      Rate is available for that Interest Period of that Loan or overdue amount,
      the arithmetic mean (rounded upwards to four decimal places) of the rates
      as supplied to the Lender at its request quoted by Reference Banks to
      leading banks in the Swedish interbank
market,

              


      

       

      as at 11.00 a.m.
(Swedish time) on the Rate Fixing Day for the offering of deposits in Swedish
Kronor for a period comparable to that Interest Period.

       

      Subsidiary means an entity
from time to time of which a person has direct or indirect control or owns
directly or indirectly more than fifty per cent. (50%) of the share capital or
similar right of ownership.

       

      Unrestricted Margin Stock
means any Margin Stock owned by the Borrower or any member of the Group
which is not Restricted Margin Stock.

       

      
        	
                1.2

              	
                Construction

              


      

       

      
        	
                 
      

              	
                (a)

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

              


      

       

      
        	
                 
      

              	
                (i)

              	
                an amendment includes a
      supplement, or re-enactment and amended is to be
      construed accordingly;

              


      

       

      assets includes present and
future properties, revenues and rights of every description;

       

      an authorization includes an
authorization, consent, approval, resolution, licence, exemption, filing,
registration and notarization;

       

      control means the power to
direct the management and policies of an entity by controlling 50 per cent. or
more of voting capital, whether through the ownership of voting capital, by
contract or otherwise;

       

      know your customer requirements are the
identification checks that the Lender requests in order to meet its obligations
under any applicable law or regulation to identify a person who is (or is to
become) its customer;

       

      a
material adverse effect
means:

       

      
        	
                 
      

              	
                (A)

              	
                a material
      adverse effect on the business or financial condition of the Borrower or
      the Group as a whole; or

              


      

       

       

      

       

      
        	
                 
      

              	
                (B)

              	
                a material
      adverse effect on the ability of the Borrower to perform its obligations
      under any of the Finance Documents.

              


      

       

      a
month is a reference to
a period starting on one day in a calendar month and ending on the numerically
corresponding day in the next calendar month, except that:

       

      
        	
                 
      

              	
                (A)

              	
                if there is
      no numerically corresponding day in the month in which that period ends,
      that period shall end on the last Business Day in that calendar month;
      or

              


      

       

      
        	
                 
      

              	
                (B)

              	
                if an
      Interest Period commences on the last Business Day of a calendar month,
      that Interest Period shall end on the last Business Day in the calendar
      month in which it is to end;

              


      

       

      a
person includes any
individual, company, unincorporated association or body of persons (including a
partnership, joint venture or consortium), government, state, agency,
international organisation or other entity;

       

      a
regulation includes any
regulation, rule, official directive, request or guideline (whether or not
having the force of law) of any governmental, inter-governmental or
supranational body, agency, department or regulatory, self-regulatory or other
authority or organisation;

       

      winding up also includes
amalgamation, reconstruction, reorganisation, administration, dissolution,
liquidation, merger or consolidation and any equivalent or analogous procedure
under the law of any jurisdiction (but, for the avoidance of doubt, reorganisation does not
include a mere transfer of assets from one member of the Group to another
whether the transferor continues to exist);

       

      
        	
                 
      

              	
                (ii)

              	
                a provision
      of law is a reference to that provision as amended or
      re-enacted;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                a
      Clause or a Schedule is a reference to a clause of or a schedule to
      this Agreement;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                a person
      includes its successors, transferees and
  assigns;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                a Finance
      Document or another document is a reference to that Finance Document or
      other document as amended; and

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                a time of
      day is a reference to Stockholm
time.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Unless the
      contrary intention appears, a term used in any other Finance Document or
      in any notice given under or in connection with any Finance Document has
      the same meaning in that Finance Document or notice as in this
      Agreement.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The index to
      and the headings in this Agreement are for convenience only and are to be
      ignored in construing this
Agreement.

              


      

       

      
        	
                2.

              	
                FACILITY

              


      

       

      
        	
                2.1

              	
                Revolving
      Credit Facility

              


      

      Subject to the
terms of this Agreement, the Lender grants to the Borrower a revolving credit
facility in an aggregate amount equal to the Commitment. 

       

       

      

       

      
        	
                3.

              	
                PURPOSE

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The Borrower
      shall apply each Loan towards its general corporate
    purposes.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Without
      affecting the obligations of the Borrower in any way, the Lender is not
      bound to monitor or verify the application of any
  Loan.

              


      

       

      
        	
                4.

              	
                CONDITIONS
      PRECEDENT

              


      

       

      
        	
                4.1

              	
                Documentary
      conditions precedent

              


      

       

      The Borrower may
not deliver the first Request until the Lender has notified the Borrower that it
has received all of the documents set out in Schedule 1 in form and substance
satisfactory to it, and the Lender has received the documentation and other
evidence requested by it under Clause 16.23(a) (Know your customer
requirements).

       

      
        	
                4.2

              	
                Further
      conditions precedent

              


      

       

      The obligation of
the Lender to disburse any Loan is subject to the further conditions precedent
that:

       

      
        	
                 
      

              	
                (a)

              	
                on both the
      date of the Request and the Drawdown
Date:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      representations and warranties in Clause 15 (Representations and
      Warranties) to be repeated on those dates are correct and will be correct
      immediately after the Loan is made;
and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                no Default
      is outstanding or might result from the
Loan.

              


      

       

      
        	
                5.

              	
                UTILISATION

              


      

       

      
        	
                5.1

              	
                Drawdown

              


      

       

      The Borrower may
borrow a Loan if the Lender receives from the Borrower, not later than
10.00 a.m. two Business Days before the proposed Drawdown Date a duly
completed Request.  Each Request is irrevocable.

       

      
        	
                5.2

              	
                Completion
      of Requests

              


      

       

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

       

      
        	
                 
      

              	
                (a)

              	
                the Drawdown
      Date is a Business Day falling within the Availability
    Period;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the amount
      of the Loan is:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                a minimum of
      SEK 250,000,000 and an integral multiple of SEK 50,000,000;
    or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the balance
      of the relevant undrawn Commitment;
or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                such other
      amount as the Lender may agree;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the Interest
      Period selected complies with Clause 8 (Interest Periods) and does
      not extend beyond the Maturity Date;
and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the payment
      instructions comply with Clause 10
  (Payments).

              


      

       

      

       

       

      Each Request must
specify one Loan only, but the Borrower may, subject to the other terms of this
Agreement, deliver more than one Request on any one day.

       

      
        	
                6.

              	
                REPAYMENT

              


      

       

      
        	
                6.1

              	
                Repayment

              


      

       

      The Borrower shall
repay each Loan in full on the last day of its Interest Period.

       

      
        	
                6.2

              	
                Re-borrowing

              


      

       

      Subject to the
other terms of this Agreement, any amounts repaid under Clause 6.1 (Repayment)
may be re-borrowed.

       

      
        	
                7.

              	
                PREPAYMENT
      AND CANCELLATION

              


      

       

      
        	
                7.1

              	
                Automatic
      cancellation

              


      

       

      The Commitment
shall, to the extent not already voluntarily cancelled under Clause 7.2
(Voluntary cancellation) or Clause 7.3 (Additional right of prepayment and
cancellation), be automatically cancelled in full on the Maturity
Date.

       

      
        	
                7.2

              	
                Voluntary
      cancellation

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The Borrower
      may, subject to Clause 7.6 (Cancellation fee), by
      giving not less than five days' prior written notice to the Lender
      (or such shorter period of notice as the Lender may agree), cancel in
      whole or in part the undrawn amount of the Commitments(but the
      cancellation in part of either shall be in a minimum of SEK 250,000,000
      and an integral multiple of SEK
50,000,000).

              


      

       

      
        	
                7.3

              	
                Additional
      right of prepayment and
cancellation

              


      

       

      If:

       

      
        	
                 
      

              	
                (a)

              	
                the Borrower
      is required to pay to the Lender any additional amounts under
      Clause 11 (Taxes); or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the Borrower
      is required to pay to a Bank any amount under Clause 13 (Increased
      Costs); or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Clause 12
      (Market Disruption) is in operation but no agreement has been reached
      under Clause 12.3 (Substitute
basis),

              


      

       

      then, without
prejudice to the obligations of the Borrowers under those Clauses, the Borrower
may, subject to Clause 7.6 (Cancellation fee), whilst the
relevant circumstances continue, serve a notice of prepayment and cancellation
on the Lender.  On the date falling five Business Days after the date
of service of the notice:

       

      
        	
                 
      

              	
                (i)

              	
                the Borrower
      shall prepay the Lender all the Loans;
and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Commitments shall be cancelled.

              


      

       

      
        	
                7.4

              	
                Mandatory
      Prepayment

              


      

       

      If, at any time
after the date of this Agreement:

       

      

       

      
        	
                 
      

              	
                (a)

              	
                it is or
      becomes unlawful for the Borrower to perform any of its obligations under
      the Finance Documents; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any single
      person, or group of persons acting in concert, acquires control of the
      Borrower; or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                then the
      Lender may by notice to the
Borrower:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                subject to
      Clause 7.6 (Cancellation
      fee) cancel the Commitments;
and/or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                demand that
      all or part of the Loans, together with accrued interest and all other
      amounts accrued under the Finance Documents, be repaid forthwith,
      whereupon they shall be repaid
forthwith.

              


      

       

      
        	
                7.5

              	
                Miscellaneous
      provisions

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Any notice
      of prepayment and cancellation or notice of cancellation under this
      Agreement is irrevocable.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                All
      prepayments under this Agreement shall be made together with accrued
      interest on the amount prepaid and, subject to any Break Costs, Clause 7.6
      (Cancellation
      fee) and Clause 21.2 (Other indemnities), without premium or
      penalty.  All cancellations under this Agreement are subject to
      a cancellation fee in accordance with Clause 7.6 (Cancellation
      fee).

              


      

       

      
        	
                 
      

              	
                (c)

              	
                No
      prepayment or cancellation is permitted except in accordance with the
      express terms of this Agreement.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                No amount of
      a Commitment which is cancelled under this Agreement may subsequently be
      reinstated.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                No amount
      prepaid under this Agreement may subsequently be
    re-borrowed.

              


      

       

      
        	
                7.6

              	
                Cancellation
      fee

              


      

       

      If the Facility is
cancelled in whole or in part in accordance with this Clause 7, the Borrower
shall pay to the Lender a fee amounting to 0.525 per cent. per annum of the
amount so cancelled if such cancellation occurs prior to the end of the
Availability Period. The cancellation fee shall be calculated from the date of
cancellation until the Maturity Date. Such cancellation fee shall be immediately
due and payable on the date of cancellation.

       

      
        	
                8.

              	
                INTEREST
      PERIODS

              


      

       

      
        	
                8.1

              	
                General

              


      

       

      Each Loan has one
Interest Period only.

       

      
        	
                8.2

              	
                Selection

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The Borrower
      may select an Interest Period for a Loan in the relevant
      Request.  Each Interest Period for a Loan will commence on its
      Drawdown Date.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Subject to
      the following provisions of this Clause 8 each Interest Period for a
      Loan will be one, two, three or six months or any other period agreed by
      the Borrower and the Lender;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                No more than
      five Loans with Interest Periods of one month may be outstanding at any
      time.

              


      

       

      

       

       

      
        	
                8.3

              	
                Non-Business
      Days

              


      

       

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

       

      
        	
                8.4

              	
                Overrunning
      of the Maturity Date

              


      

       

      If an Interest
Period in respect of a Loan borrowed under the Facility would otherwise overrun
the Maturity Date, it shall be shortened so that it ends on the Maturity
Date.

       

      
        	
                8.5

              	
                Notification

              


      

       

      The Facility Agent
shall notify each relevant Party of the duration of each Interest Period
promptly after ascertaining its duration.

       

      
        	
                9.

              	
                INTEREST

              


      

       

      
        	
                9.1

              	
                Interest
      rate

              


      

       

      The rate of
interest on each Loan for its Interest Period is the rate per annum determined
by the Lender to be the aggregate of the applicable:

       

      
        	
                 
      

              	
                (i)

              	
                Margin;
      and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                STIBOR.

              


      

       

      
        	
                9.2

              	
                Due
      dates

              


      

       

      Except as
otherwise provided in this Agreement, accrued interest on each Loan is payable
by the Borrower on the last day of the Interest Period for that Loan and also,
if the Interest Period is longer than six months, on the dates falling at six
monthly intervals after the first day of that Interest Period.

       

      
        	
                9.3

              	
                Default
      interest

              


      

       

      
        	
                 
      

              	
                (a)

              	
                If the
      Borrowerr fails to pay any amount payable by it under the Finance
      Documents, it shall forthwith on demand by the Lender pay interest on the
      overdue amount from the due date up to the date of actual payment, as well
      after as before judgment, at a rate (the default rate) determined by the
      Lender to be one per cent. per annum above the higher
    of:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the rate on
      the overdue amount under Clause 9.1 (Interest rate) immediately
      before the due date (if of principal) and the rate which would have been
      payable if the overdue amount had, during the period of non-payment,
      constituted a Loan of the overdue amount for such successive Interest
      Periods of such duration as the Lender may determine (a Designated Interest
      Period).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The default
      rate will be determined by reference to STIBOR on each Business Day or the
      first day of, or two Business Days before the first day of, the relevant
      Designated Interest Period, as
appropriate.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                If the
      default rate is to be determined by reference to STIBOR and the Lender
      determines that deposits in the currency of the overdue amount are not at
      the relevant time being made available by the Reference Banks to leading
      banks in the Stockholm interbank market, the default rate will be
      determined by reference to the cost of funds to the Lender from whatever
      sources it may select.

              


      

       

      

       

       

      
        	
                 
      

              	
                (d)

              	
                Default
      interest will be compounded at the end of each Designated Interest
      Period.

              


      

       

      
        	
                9.4

              	
                Notification
      of rates of interest

              


      

       

      The Lender shall
promptly notify the Borrower of the determination of a rate of interest under
this Agreement.

       

      
        	
                10.

              	
                PAYMENTS

              


      

       

      
        	
                10.1

              	
                Place

              


      

       

      All payments by
the Borrower under the Finance Documents shall be made to the Lender to its
account at such office or bank in Stockholm as it may notify to the Borrower for
this purpose.

       

      
        	
                10.2

              	
                Funds

              


      

       

      Payments under the
Finance Documents to the Lender shall be made for value on the due date at such
times and in such funds as the Lender may specify as being customary at the time
for the settlement of transactions in SEK in the place for payment.

       

      
        	
                10.3

              	
                Distribution

              


      

       

      The Lender may
apply any amount received by it for the Borrower in or towards payment (on the
date and funds of receipt) of any amount due from the Borrower under the Finance
Documents.

       

      
        	
                10.4

              	
                Currency

              


      

       

      All amounts
payable under the Finance Documents are payable in SEK.

       

      
        	
                10.5

              	
                Set-off
      and counterclaim

              


      

       

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

       

      
        	
                10.6

              	
                Non-Business
      Days

              


      

       

      
        	
                 
      

              	
                (a)

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

              


      

       

      
        	
                 
      

              	
                (b)

              	
                During any
      extension of the due date for payment of any principal under this
      Agreement interest is payable on that principal at the rate payable on the
      original due date.

              


      

       

      
        	
                10.7

              	
                Partial payments

              


      

       

      
        	
                 
      

              	
                (a)

              	
                If the
      Lender receives a payment insufficient to discharge all the amounts then
      due and payable by the Borrower under the Finance Documents, the Lender
      shall apply that payment towards the obligations of the Borrower under the
      Finance Documents in the following
order:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                first, in or towards
      payment pro rata
      of any unpaid, fees, costs and expenses of the Lender under the Finance
      Documents;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                secondly, in or towards
      payment pro rata
      of any accrued interest due but unpaid under this
    Agreement;

              


      

       

      

       

       

      
        	
                 
      

              	
                (iii)

              	
                thirdly, in or towards
      payment pro rata
      of any principal due but unpaid under this Agreement;
  and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                fourthly, in or towards
      payment pro rata
      of any other sum due but unpaid under the Finance
    Documents.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Paragraphs (a)
      above will override any appropriation made by the
  Borrower.

              


      

       

      
        	
                11.

              	
                TAXES

              


      

       

      
        	
                11.1

              	
                Gross-up

              


      

       

      All payments by
the Borrower under the Finance Documents shall be made without any deduction and
free and clear of and without any deduction for or on account of any taxes,
except to the extent that the Borrower is required by law to make payment
subject to any taxes.  If any tax or amounts in respect of tax must be
deducted, or any other deductions must be made, from any amounts payable or paid
by the Borrower under the Finance Documents, the Borrower shall pay such
additional amounts as may be necessary to ensure that the Lender receives a net
amount equal to the full amount which it would have received had payment not
been made subject to tax or any other deduction.

       

      
        	
                11.2

              	
                Tax
      receipts

              


      

       

      All taxes required
by law to be deducted or withheld by the Borrower from any amounts paid or
payable under the Finance Documents shall be paid by the Borrower when due and
the Borrower shall, within 15 days of the payment being made, deliver to the
Lender evidence satisfactory to it (including all relevant tax receipts) that
the payment has been duly remitted to the appropriate authority.

       

      
        	
                11.3

              	
                Tax
      indemnity

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Without
      prejudice to the provisions of Clause 11.1 (Gross-up), if the Lender is
      required to make any payment on account of a Nonexcluded Tax on or in
      relation to any amounts paid or payable from the Borrower under the
      Finance Documents (including, without limitation, any sum received or
      receivable under this Clause 11) or any such liability in respect of any
      such payment is asserted, imposed, levied or assessed against such the
      Lender, the Borrower shall, upon demand of the Lender, promptly indemnify
      the Lender against such payment or liability, together with any interest,
      penalties and expenses payable or incurred in connection therewith, except
      and to the extent that:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                such
      liability or interest, penalties or expenses arises as a result of failure
      by the Lender to make any payment by the latest date legally permitted;
      or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                such
      liability or interest, penalties or expenses arises out of a failure to
      comply with the relevant filing, certification or other reporting
      requirements stipulated by the relevant tax authority in the jurisdiction
      of the Lender in connection with such requirement to make any such payment
      on account of tax.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                For the
      purposes of paragraph (a) above, Nonexcluded Tax shall
      mean all taxes (including withholding taxes collected at source of
      payment) other than:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                taxes
      imposed on net income;

              


      

       

      

       

      
        	
                 
      

              	
                (ii)

              	
                taxes
      imposed by the jurisdiction in which the Lender is organised by virtue of
      such party being organised in such jurisdiction;
  and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                taxes
      imposed by the jurisdiction in which the Lender is located or doing
      business by virtue of such party being so located or doing
      business.

              


      

       

      
        	
                11.4

              	
                Indemnity
      claims

              


      

       

      If the Lender is
intending to make a claim pursuant to Clause 11.3 (Tax indemnity) it shall,
promptly upon becoming aware of the circumstances giving rise to such claim,
notify the Borrower thereof.

       

      
        	
                11.5

              	
                U.S.
      Taxation - delivery of forms and
statements

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Within 31
      days after the date of this Agreement, the Lender (which is not a United
      States person as such term is defined in section 7701(a)(30) of the Code)
      shall submit to the Borrower duly completed and signed copies of
      either:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Form W-8BEN
      (entitling the Lender to a complete exemption from withholding on all
      amounts to be received by it, including fees, under the Finance
      Documents); or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Form W-8ECI
      (relating to all amounts to be received by the Lender, including fees,
      under the Finance Documents),

              


      

       

      of the United
States Internal Revenue Service.

       

      
        	
                 
      

              	
                (b)

              	
                Any New Bank
      (as defined in Clause 24.2 (Transfers by Banks)) shall comply with the
      provisions of paragraph (a) above within 31 days, or earlier if requested,
      of it becoming a New Bank under this
Agreement.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Other than
      as set out in paragraphs (a) and (b) above, the Lender (and any New Bank)
      shall submit to the Borrower such additional duly completed and signed
      copies of the applicable forms (or such successor forms as shall be
      adopted from time to time by the relevant United States taxing
      authorities) as may be:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                reasonably
      requested by the Borrower from the Lender (or New Bank); and
      or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                required
      under then current United States law or regulations to determine the
      United States withholding taxes on payment in respect of all amounts to be
      received by the Lender (or New Bank), including fees, under the Finance
      Documents.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Upon the
      request of the Borrower, any New Bank that is a United States person (as
      such term is defined in Section 7701(a)(30) of the Code) shall submit to
      the Borrower duly completed Internal Revenue Service Form W-9,
      establishing that it is such a United States
  person.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                If the
      Lender (or any New Bank) determines that it is unable to submit any form
      or certificate that it is obliged to submit pursuant to this Clause 11.5,
      or that any information or declaration contained in any such form or
      certificate previously submitted has either ceased or will cease to be
      true, accurate and complete in all respects, it shall promptly notify the
      Borrower of such fact.

              


      

       

      

       

       

      
        	
                12.

              	
                MARKET
      DISRUPTION

              


      

       

      
        	
                12.1

              	
                Absence
      of quotations

              


      

       

      If STIBOR is to be
determined by reference to the Reference Banks but a Reference Bank does not
supply an offered rate by 11.30 a.m. on a Rate Fixing Day, STIBOR shall,
subject to Clause 12.2 (Market disruption), be determined on the basis of
the quotations of the remaining Reference Banks.

       

      
        	
                12.2

              	
                Market
      disruption

              


      

       

      
        	
                 
      

              	
                (a)

              	
                If a Market
      Disruption Event occurs in relation to the Loan for any Interest Period,
      then the rate of interest on the Loan for the Interest Period shall be the
      percentage rate per annum which is the sum
of:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                0.40 per
      cent. per annum.; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the rate
      notified to the Borrower as soon as practicable and in any event before
      interest is due to be paid in respect of that Interest Period, to be that
      which expresses as a percentage rate per annum the cost to the Lender of
      funding the Loan from whatever source it may reasonably select (such
      calculation of cost shall be certified in reasonable detail and disclosed
      to the Borrower).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                In this
      Agreement Market
      Disruption Event
      means at or about 11.30 a.m. on the Rate Fixing Date for the
      relevant Interest Period STIBOR is not available and none or only one of
      the Reference Banks supplies a rate to the Lender to determine STIBOR for
      the relevant Interest Period.

              


      

       

      
        	
                12.3

              	
                Substitute
      basis

              


      

       

      So long as any
alternative basis is in force in accordance with Clause 12.2(a) above the Lender
shall from time to time (but at least weekly) review whether or not the
circumstances referred to in Clause 12.2(b) still prevail with a view to
returning to the normal interest provisions of this Agreement with respect to
future Interest Periods. If the Lender determines that such circumstances no
longer prevail, it shall promptly notify the Borrower.

       

      
        	
                13.

              	
                INCREASED
      COSTS

              


      

       

      
        	
                13.1

              	
                Increased
      costs

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Subject to
      Clause 13.2 (Exceptions), the Borrower shall forthwith on demand by
      the Lender pay to the Lender the amount of any increased cost incurred by
      it or any of its Affiliates as a result
of:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      introduction of, or any change in, or any change in the interpretation of,
      any law or regulation; or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                compliance
      with any regulation made after the date of this
  Agreement,

              


      

       

      (including any law
or regulation relating to taxation, change in currency of a country, or reserve
asset, special deposit, cash ratio, liquidity or capital adequacy requirements
or any other form of banking or monetary control).

       

      

       

      
        	
                 
      

              	
                (b)

              	
                In this
      Agreement increased cost
    means:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                an
      additional cost incurred by the Lender or any of its Affiliates as a
      result of it having entered into, or performing, maintaining or funding
      its obligations under, this Agreement;
or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                that portion
      of an additional cost incurred by the Lender or any of its Affiliates in
      making, funding or maintaining all or any advances comprised in a class of
      advances formed by the Loans made or to be made under this Agreement as is
      attributable to the Lender making, funding or maintaining those
      participations; or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                a reduction
      in any amount payable to the Lender or any of its Affiliates or the
      effective return to the Lender or any of its Affiliates under this
      Agreement or (to the extent that it is attributable to this Agreement) on
      its capital; or

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                the amount
      of any payment made by the Lender or any of its Affiliates, or the amount
      of any interest or other return foregone by the Lender or any of its
      Affiliates, calculated by reference to any amount received or receivable
      by the Lender or any of its Affiliates from the Borrower under this
      Agreement.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                As soon as
      practicable after becoming aware that the Borrower is liable, or will
      become liable, to pay any amount in accordance with the provisions of
      paragraph (a) above, the Lender will notify the Borrower
      accordingly.

              


      

       

      
        	
                13.2

              	
                Exceptions

              


      

       

      Clause 13.1
(Increased costs) does not apply to any increased cost:

       

      
        	
                 
      

              	
                (a)

              	
                compensated
      for by the operation of Clause 11 (Taxes);
  or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                attributed
      to any change in the rate of, or change in the basis of calculating, tax
      on the overall net income of the Lender (or the overall net income of a
      division or branch of the Lender) imposed in the jurisdiction in which its
      principal office for the time being is
situate.

              


      

       

      
        	
                13.3

              	
                Claims

              


      

       

      If the Lender is
intending to make a claim for an Increased Cost, it must provide the Borrower
with a certificate confirming the amount of, and the events giving rise to, the
claim.

       

      
        	
                14.

              	
                ILLEGALITY

              


      

       

      If it is or
becomes unlawful in any jurisdiction for the Lender to give effect to any of its
obligations as contemplated by this Agreement or to fund or maintain its
participation in any Loan, then:

       

      
        	
                 
      

              	
                (a)

              	
                the Lender
      may notify the Borrower accordingly;
and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                ii)

              	
                the Borrower
      shall forthwith prepay the participations of the Lender in all the Loans
      made to it; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Commitments of the Lender shall forthwith be
  cancelled.

              


      

       

      

       

      
        	
                15.

              	
                REPRESENTATIONS
      AND WARRANTIES

              


      

       

      
        	
                15.1

              	
                Representations
      and warranties

              


      

       

      The Borrower makes
the representations and warranties set out in this Clause 15 to the
Lender.

       

      
        	
                15.2

              	
                Status

              


      

       

      
        	
                 
      

              	
                (a)

              	
                It is a
      corporation, duly incorporated and validly existing under the laws of the
      jurisdiction of its incorporation;
and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                each
      Material Group Member has the power to own its assets and carry on its
      business as it is being conducted.

              


      

       

      
        	
                15.3

              	
                Powers
      and authority

              


      

       

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

       

      
        	
                15.4

              	
                Legal
      validity

              


      

       

      Each Finance
Document to which it is or will be a party constitutes, or when executed in
accordance with its terms will constitute, its legal, valid and binding
obligation enforceable in accordance with its terms.

       

      
        	
                15.5

              	
                Non-conflict

              


      

       

      The entry into and
performance by it of, and the transactions contemplated by, the Finance
Documents to which it is a party do not and will not:

       

      
        	
                 
      

              	
                (a)

              	
                conflict
      with any law or regulation or judicial or official order;
    or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                conflict
      with the constitutional documents of the Borrower;
  or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                conflict
      with any document which is binding upon the Borrower or any asset of the
      Borrower.

              


      

       

      
        	
                15.6

              	
                No
      default

              


      

       

      
        	
                 
      

              	
                (a)

              	
                No Default
      is outstanding or might result from the making of any Loan;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                no other
      event is outstanding which constitutes (or with the giving of notice,
      lapse of time, determination of materiality or the fulfilment of any other
      applicable condition or any combination of the foregoing, would
      constitute) a default under any document which is binding on any member of
      the Group or any asset of any member of the Group to an extent or in a
      manner which could reasonably be expected to have a material adverse
      effect.

              


      

       

      
        	
                15.7

              	
                Authorizations

              


      

       

      
        	
                 
      

              	
                (a)

              	
                All
      authorizations which would reasonably be considered to be required in
      connection with the entry into, performance, validity and enforceability
      of, and the transactions contemplated by, the Finance Documents to which
      it is a party have been obtained or effected (as appropriate) and are in
      full force and effect.

              


      

       

      

       

      
        	
                 
      

              	
                (b)

              	
                All acts,
      conditions and things required to be done, fulfilled and performed under
      the laws of the United States of America in order to make the Finance
      Documents admissible in evidence in the United States of America have been
      done, fulfilled and performed.

              


      

       

      
        	
                15.8

              	
                Accounts

              


      

       

      The audited
consolidated accounts of the Group most recently delivered to the Lender (which,
at the date of this Agreement, are the Original Group Accounts):

       

      
        	
                 
      

              	
                (i)

              	
                have been
      prepared in accordance with accounting principles and practices generally
      accepted in the U.S.A. consistently applied;
and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                fairly
      represent the consolidated financial condition of the Group as at the date
      to which they were drawn up.

              


      

       

      
        	
                15.9

              	
                Litigation

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Other than
      as specifically disclosed to the Lender prior to the date of this
      Agreement, no litigation, arbitration or administrative proceedings are
      current or, to its knowledge, pending or threatened, which might, if
      adversely determined, have a material adverse
  effect.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                In respect
      of any litigation, arbitration or administrative proceedings disclosed to
      the Lender prior to the date of this Agreement, there has been no
      development in the conduct of those proceedings which might have a
      material adverse effect.

              


      

       

      
        	
                15.10

              	
                Taxes
      on payments

              


      

       

      It will not be
required to make any deduction or withholding from any payment it may make to
the Lender under the Finance Documents.

       

      
        	
                15.11

              	
                No
      immunity

              


      

       

      In any proceedings
taken in the United States of America, or any other relevant state or
jurisdiction, in relation to the Finance Documents, it will not be entitled to
claim for itself or any of its assets immunity from suit, execution, attachment
or other legal process.

       

      
        	
                15.12

              	
                Pari
      passu ranking

              


      

       

      Its obligations
under the Finance Documents will rank at least pari passu with the claims of
all its other unsecured creditors save those whose claims are preferred solely
by any bankruptcy, insolvency, liquidation or other similar laws of general
application.

       

      
        	
                15.13

              	
                Winding
      up: re-organisation etc.

              


      

       

      It has not taken
any corporate action nor have any other steps been taken or legal proceedings
been started or (to the best of its knowledge and belief) threatened against it
for its winding-up, dissolution, administration or re-organisation or for the
appointment of a receiver, administrator, administrative receiver, trustee or
similar officer of it or of any or all of its assets or revenues.

       

      
        	
                15.14

              	
                Environmental
      Law

              


      

       

      Other than as
specifically disclosed to the Lender prior to the date of this Agreement, the
Borrower is and has been in compliance with all applicable Environmental Laws
and Environmental Licences in all material respects and, so far as it is aware,
there are no circumstances that may at any time prevent or interfere with
continued compliance by it with all applicable Environmental Laws and
Environmental Licences in all material respects.  Other than as
disclosed to the Lender prior to the date of this Agreement, no Environmental
Claim is pending or, to the best of its knowledge, threatened against it or any
of its properties.

       

      

       

       

      
        	
                15.15

              	
                ERISA

              


      

       

      Each Plan of the
Borrower and their respective ERISA Affiliates complies in all material respects
with all applicable requirements of law and regulation.  No Reportable
Event has occurred with respect to any Plan which might have a material adverse
effect, and no steps have been taken to terminate any Plan.  The
Borrower has not, and no Subsidiary or ERISA Affiliate of the Borrower has, had
a complete or partial withdrawal from any Multiemployer Plan or initiated any
steps to do so.

       

      
        	
                15.16

              	
                Investment
      Company Act

              


      

       

      The Borrower is
neither an ”investment company” nor a company "controlled" by an "investment
company", within the meaning of the United States Investment Company Act of
1940, as amended.

       

      
        	
                15.17

              	
                Public
      Utility Holding Company and Federal Power
Act

              


      

       

      The Borrower is
not a "holding company", nor an "affiliate" of a "holding company" nor a
"subsidiary company" of a "holding company", within the meaning of, or otherwise
subject to regulation under, the United States Public Utility Holding Company
Act of 1935, as amended.  The Borrower is neither a "public utility"
within the meaning of, nor otherwise subject to regulation under, the United
States Federal Power Act.

       

      
        	
                15.18

              	
                Other
      regulation

              


      

       

      The Borrower is
not subject to regulation under any United States Federal or State statute or
regulation that limits its ability to incur or guarantee
indebtedness.

       

      
        	
                15.19

              	
                Margin
      Stock

              


      

       

      
        	
                 
      

              	
                (a)

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

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The Borrower
      is not engaged in the business of extending credit for the purpose of
      purchasing or carrying margin stock (within the meaning of Regulations U
      and X of the Board of Governors of the United States Federal Reserve
      System).

              


      

       

      
        	
                 
      

              	
                (c)

              	
                None of the
      transactions contemplated in this Agreement (including, without
      limitation, the borrowings hereunder and the use of the proceeds thereof)
      will violate or result in a violation of Section 7 of the Securities
      Exchange Act of 1934 (or any regulations issued pursuant thereto,
      including, without limitation, Regulations T, U and
  X).

              


      

       

      
        	
                15.20

              	
                Solvency

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The Borrower
      has not incurred and does not intend to incur or believe it will incur
      debts beyond its ability to pay as they
mature.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The Borrower
      has made no transfer or incurred any obligation under this Agreement with
      the intent to hinder, delay or defraud any of its present or future
      creditors.

              


      

       

      

       

      
        	
                 
      

              	
                (c)

              	
                For purposes
      of this Clause 15.20:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                debt means any liability
      on a claim;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                claim means (A) any
      right to payment, whether or not that right is reduced to judgment,
      liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
      undisputed, legal, equitable, secured or unsecured, or (B) any right to an
      equitable remedy for breach of performance if that breach gives rise to
      payment, whether or not the right to an equitable remedy is reduced to
      judgment, fixed, contingent, matured, unmatured, disputed, undisputed,
      secured or unsecured; and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                terms used
      in this Clause 15.20 shall be construed in accordance with the applicable
      United States bankruptcy and New York fraudulent conveyance statutes and
      the related case law.

              


      

       

      
        	
                15.21

              	
                Stamp
      duties

              


      

       

      No stamp or
registration duty or similar taxes or charges are payable in respect of any
Finance Document.

       

      
        	
                15.22

              	
                No
      Security Interests

              


      

       

      Other than as
permitted by the provisions of Clause 16.8 (Negative pledge), no Security
Interest exists over all or any of its present or future revenues or
assets.

       

      
        	
                15.23

              	
                Material
      adverse change

              


      

       

      There has been no
material adverse change in the condition (financial or otherwise) of the
Borrower or the Group as a whole since the date of the Original Group
Accounts.

       

      
        	
                15.24

              	
                Jurisdiction/governing
      law

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Its:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                irrevocable
      submission under this Agreement to the jurisdiction of the courts of
      Sweden;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                agreement
      that this Agreement is governed by Swedish law;
  and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                agreement
      not to claim any immunity to which it or its assets may be
      entitled,

              


      

       

      are legal, valid
and binding under the laws of its jurisdiction of incorporation;
and

       

      
        	
                 
      

              	
                (b)

              	
                any judgment
      obtained in Sweden will be recognised and be enforceable by the courts of
      its jurisdiction of incorporation.

              


      

       

      
        	
                15.25

              	
                United
      States laws

              


      

       

      
        	
                 
      

              	
                (a)

              	
                In this
      Subclause:

              


      

       

      Anti-Terrorism Law means each
of:

       

      
        	
                 
      

              	
                (i)

              	
                Executive
      Order No. 13224 on Terrorist Financing: Blocking Property and Prohibiting
      Transactions With Persons Who Commit, Threaten To Commit, or Support
      Terrorism issued September 23, 2001, as amended by Order 13268 (as so
      amended, the Executive
      Order);

              


      

       

      

       

       

      
        	
                 
      

              	
                (ii)

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

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the Money
      Laundering Control Act of 1986, 18 U.S.C. sect. 1956;
  and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                any similar
      law relating to terrorism or money laundering enacted in the United States
      of America subsequent to the date of this
  Agreement.

              


      

       

      Restricted Party means any
person listed:

       

      
        	
                 
      

              	
                (i)

              	
                in the Annex
      to the Executive Order;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                on the
      "Specially Designated Nationals and Blocked Persons" list maintained by
      the Office of Foreign Assets Control of the United States Department of
      the Treasury; or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                in any
      successor list to either of the
foregoing.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                To the best
      of its knowledge, neither it nor any of its
  Affiliates:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                is, or is
      controlled by, a Restricted Party;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                has received
      funds or other property from a Restricted Party;
  or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                is in breach
      of or has been notified by any governmental or quasi-governmental,
      regulatory or judicial body or agency that it is the subject of any action
      or investigation under any Anti-Terrorism
Law.

              


      

       

      
        	
                15.26

              	
                Times
      for making representations and
warranties

              


      

       

      The
representations and warranties set out in this Clause 15:

       

      
        	
                 
      

              	
                (a)

              	
                are made on
      the date of this Agreement; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                (with the
      exception of Clause 15.23 (Material adverse change)) are deemed to be
      repeated by the Borrower on the date of each Request and the first day of
      each Interest Period with reference to the facts and circumstances then
      existing.

              


      

       

      
        	
                16.

              	
                UNDERTAKINGS

              


      

       

      
        	
                16.1

              	
                Duration

              


      

       

      The undertakings
in this Clause 16 remain in force from the date of this Agreement for so
long as any amount is or may be outstanding under this Agreement or any
Commitment is in force.

       

      
        	
                16.2

              	
                Financial
      information

              


      

       

      The Borrower shall
supply to the Lender:

       

      
        	
                 
      

              	
                (a)

              	
                as soon as
      the same are available (and in any event within 180 days of the end of
      each of its financial years) its audited consolidated accounts for that
      financial year.

              


      

       

      

       

      
        	
                 
      

              	
                (b)

              	
                as soon as
      the same are available (and in any event within 90 days of the end of the
      first half-year of each of its financial years) its unaudited consolidated
      accounts for that half-year.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                as soon as
      the same are available (and in any event within 60 days of the end of each
      financial quarter) its unaudited consolidated accounts for that financial
      quarter.

              


      

       

      
        	
                16.3

              	
                Information
      - miscellaneous

              


      

       

      The Borrower shall
supply to the Lender:

       

      
        	
                 
      

              	
                (a)

              	
                all
      documents despatched by it to its shareholders (or any class of them) or
      its creditors (or any class of them) at the same time as they are
      despatched; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                (unless
      already provided to the Lender) promptly upon becoming aware of them,
      details of any litigation, arbitration or administrative proceedings which
      are current, threatened or pending, and which might, if adversely
      determined, have a material adverse effect on the financial condition of
      any Material Subsidiary or on the Group as a whole or on the ability of
      the Borrower to perform its obligations under this Agreement;
      and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                promptly,
      such further information in the possession or control of any member of the
      Group regarding its financial condition and operations as the Lender may
      reasonably request; and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                immediately
      upon its occurrence, details of any change in the credit rating assigned
      to the Borrower's long term unsecured and unsubordinated debt by either or
      both of the Rating Agencies.

              


      

       

      
        	
                16.4

              	
                Notification
      of Default

              


      

       

      The Borrower shall
notify the Lender of any Default (and the steps, if any, being taken to remedy
it) promptly upon its occurrence.

       

      
        	
                16.5

              	
                Compliance
      certificates

              


      

       

      The Borrower shall
supply to the Facility Agent:

       

      
        	
                 
      

              	
                (a)

              	
                within five
      Business Days of delivery of the accounts specified in Clause 16.2,
      (a), (b) and (c) (Financial information);
and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                promptly at
      any other time, if the Lender so requests, a Compliance Certificate signed
      by one of its senior officers on its behalf (substantially in the form set
      out in Schedule 3 (Form of Compliance
  Certificate)):

              


      

       

      
        	
                 
      

              	
                (i)

              	
                setting out
      computations as to compliance with Clause 16.22 (Subsidiary Borrowings) as
      at the date at which the accounts referred to in paragraph (a) above were
      drawn up;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                confirming
      the credit ratings which currently apply to the Lender's long term
      unsecured and unsubordinated debt;
and

              


      

       

      
        	
                 
      

              	
                (iii)

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

              


      

       

      

       

      
        	
                16.6

              	
                Authorizations

              


      

       

      The Borrower shall
promptly:

       

      
        	
                 
      

              	
                (a)

              	
                obtain,
      maintain and comply with the terms of;
and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                supply
      certified copies to the Lender of,

              


      

       

      any authorization
required under any law or regulation to enable it to perform its obligations
under, or for the validity or enforceability of, any Finance
Document.

       

      
        	
                16.7

              	
                Pari
      passu ranking

              


      

       

      The Borrower shall
procure that its obligations under the Finance Documents do and will rank at
least pari passu with
all its other present and future unsecured obligations, except for obligations
mandatorily preferred by law applying to companies generally.

       

      
        	
                16.8

              	
                Negative
      pledge

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The Borrower
      shall not, and shall procure that no member of the Group will, create or
      permit to subsist any Security Interest on any of its assets (other than
      Unrestricted Margin Stock).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Paragraph
      (a) does not apply to:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                any lien
      arising by operation of law in the ordinary course of business and
      securing amounts not more than 30 days
overdue;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any Security
      Interest disclosed in writing to the Lender prior to the execution of this
      Agreement which secures Financial Indebtedness outstanding at the date of
      this Agreement;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                any Security
      Interest arising in relation to set-off arrangements between cash balances
      and bank borrowings with the same bank which arise in the ordinary course
      of business;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                any Security
      Interest existing at the time of acquisition on or over any asset acquired
      by a member of the Group after the date of this Agreement which was not
      created in contemplation of or in connection with that acquisition,
      provided that the principal amount secured by such Security Interest and
      outstanding at the time of acquisition is not subsequently increased and
      the Security Interest is discharged within three
  months;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                in the case
      of any company which becomes a member of the Group after the date of this
      Agreement, any Security Interest existing on or over its assets when it
      becomes a member of the Group which was not created in contemplation of or
      in connection with it becoming a member of the Group, provided
      that:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                the
      principal amount secured by such Security Interest and outstanding when
      the relevant company became a member of the Group is not
      increased;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                no amount is
      secured by any such Security Interest which is not secured by the relevant
      Security Interest when the relevant company becomes a member of the Group;
      and

              


      

       

      
        	
                 
      

              	
                (C)

              	
                the Security
      Interest is discharged within three
months;

              


      

       

      

       

      
        	
                 
      

              	
                (vi)

              	
                any Security
      Interest replacing any of the Security Interests permitted by
      paragraphs (iv) and (v), provided that the amount secured by any
      replacement Security Interest shall not exceed the amount outstanding and
      secured by the original Security Interest at the time of the creation of
      the replacement Security Interest, the value of the replacement asset over
      which the replacement Security Interest is created does not exceed the
      value of the asset over which the original Security Interest was held, the
      replacement Security Interest secures the same obligations as the original
      Security Interest and such replacement Security Interest is discharged
      within the original three-month period specified in paragraphs (iv) and
      (v); and

              


      

       

      
        	
                 
      

              	
                (vii)

              	
                any other
      Security Interest provided that at the time that the Security Interest is
      created, the aggregate amount of indebtedness secured by all Security
      Interests permitted under this Clause 16.8(b)(vii) (other than those
      permitted by subparagraphs 16.8(b)(i) - (vi) above), when taken
      together with the aggregate value of financing raised or the amount
      involved in the financing of an asset in transactions described in Clause
      16.9 (Transactions similar to security), does not exceed 5 per cent. of
      the book value of the consolidated total assets of the Group, as
      determined by reference to the most recent consolidated accounts of the
      Group delivered pursuant to Clause 16.2 (Financial
      information).

              


      

       

      
        	
                16.9

              	
                Transactions
      similar to security

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The Borrower
      shall not, and shall procure that no Material Subsidiary
    will:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                sell,
      transfer or otherwise dispose of a material part of its assets (either in
      one transaction or a series of transactions, whether related or not) on
      terms whereby it is or may be leased to or re-acquired or acquired by a
      member of the Group or any of its related entities;
  or

              


      

       

      
        	
                 
      

              	
                (i)

              	
                sell,
      transfer or otherwise dispose of any of its receivables on recourse terms,
      except for the discounting of bills or notes in the ordinary course of
      trading,

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in each
      case, in circumstances where the transaction is entered into primarily as
      a method of raising finance or of financing the acquisition of an asset,
      save where the aggregate of (a) financing raised or the amount involved in
      the financing of the acquisition of an asset in transactions described in
      this Clause 16.9 (Transactions similar to security) and (b) the Security
      Interests permitted by Clause 16.8(b)(vii) (Negative pledge), does
      not exceed 5 per cent. of the book value of the consolidated total assets
      of the Group, as determined by reference to the most recent consolidated
      accounts of the Group delivered pursuant to Clause 16.2 (Financial
      information).  Paragraph (a) above does not apply to
      Unrestricted Margin Stock.

              


      

       

      
        	
                16.10

              	
                Disposals

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The Borrower
      shall not, and shall procure that no Material Subsidiary will, either in a
      single transaction or in a series of transactions, whether related or not
      and whether voluntarily or involuntarily, sell, transfer, grant or lease
      or otherwise dispose of all or any substantial part of its
      assets.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Paragraph
      (a) does not apply to:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                disposals
      made in the ordinary course of business of the disposing entity;
      or

              


      

       

      

       

      
        	
                 
      

              	
                (ii)

              	
                disposals of
      assets in exchange for other assets comparable or superior as to type,
      value and quality; or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                disposals
      made on an arms length basis for full market consideration;
    or

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                disposals
      made with the prior written consent of the Lender;
  or

              


      

       

      
        	
                 
      

              	
                (v)

              	
                any disposal
      of assets from:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                the Borrower
      to Autoliv ASP, Autoliv Holding AB or Autoliv AB, or vice versa;
      or

              


      

       

      
        	
                 
      

              	
                (B)

              	
                a Material
      Subsidiary (other than the Borrower, Autoliv ASP, Autoliv Holding AB or
      Autoliv AB) to the Borrower, Autoliv ASP, Autoliv Holding AB, Autoliv AB
      or any other Subsidiary; or

              


      

       

      
        	
                 
      

              	
                (C)

              	
                any other
      Subsidiary of the Borrower to any member of the
  Group,

              


      

       

      provided that all
such disposals in this paragraph (v) are made for full market
consideration,

       

      
        	
                16.11

              	
                Change
      of business

              


      

       

      The Borrower shall
procure that no substantial change is made to the general nature or scope of the
business of the Borrower or of the Group from that carried on at the date of
this Agreement.

       

      
        	
                16.12

              	
                Mergers

              


      

       

      The Borrower shall
not, without the prior written consent of the Lender, finalise or effectuate any
amalgamation, demerger, merger or reconstruction.

       

      
        	
                16.13

              	
                Insurances

              


      

       

      The Borrower
shall, and will procure that the Group taken as a whole will, effect and
maintain such insurance over and in respect of its property, assets and business
with reputable underwriters or insurance companies and in such a manner and to
such extent as is reasonable and customary for a business enterprise engaged in
the same or similar businesses and in the same or similar
localities.

       

      
        	
                16.14

              	
                Third
      party guarantees

              


      

       

      the Borrower shall
not, and will ensure that no member of the Group shall, without the prior
consent of the Lender, grant any guarantee, bond, indemnity, counter-indemnity
or similar instrument in respect of any material obligation of a person other
than a member of the Group, save for:

       

      
        	
                 
      

              	
                (a)

              	
                on the terms
      of the Finance Documents; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      guarantee related to the purchase or supply of goods and/or services by
      the Borrower or a member of the Group or a consortium or a group of
      companies of which the Borrower or a member of the Group is a party, which
      guarantee is given in the ordinary course of
  business.

              


      

       

      
        	
                16.15

              	
                Environmental
      Matters

              


      

       

      The Borrower
shall, if it directly or indirectly owns, leases, occupies or uses real property
in the United States, in all material respects, comply with:

       

      
        	
                 
      

              	
                (a)

              	
                all
      applicable Environmental Law; and

              


      

       

      

       

      
        	
                 
      

              	
                (b)

              	
                the terms
      and conditions of all Environmental Licenses applicable to
    it,

              


      

       

      and for this
purpose will implement procedures to monitor compliance with and to prevent any
liability under Environmental Law.

       

      
        	
                16.16

              	
                Notice
      requirements

              


      

       

      The Borrower will
give the Facility Agent prompt notice of the occurrence of any of the following
events:

       

      
        	
                 
      

              	
                (a)

              	
                non-compliance
      in any material respect with any Environmental Law or Environmental
      License of which it is aware;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      Environmental Claim or any other claim, notice or other communication
      served on it in respect of any alleged breach of any Environmental Law or
      Environmental License which could reasonably be expected to have a
      material adverse effect;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any actual
      or suspected Environmental Contamination which might have a material
      adverse effect;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                any
      Reportable Event;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                termination
      of any Plan maintained or contributed by Borrower or any ERISA Affiliate
      or any action that might result in termination;
  or

              


      

       

      
        	
                 
      

              	
                (f)

              	
                complete or
      partial withdrawal from any Multiemployer Plan by the Borrower or any
      ERISA Affiliate or any action that might result in complete or partial
      withdrawal.

              


      

       

      In each notice
delivered under this Clause, the relevant Borrower will include reasonable
details concerning the occurrence that is the subject of the notice as well as
the Borrower's proposed course of action, if any.  Delivery of a
notice under this Clause will not affect the Borrower's obligations to comply
with any other provision of this Agreement.

       

      
        	
                16.17

              	
                Investment
      Company Act

              


      

       

      The Borrower will
not, either by act or omission, become an "investment company" or a company
"controlled" by an "investment company", within the meaning of the United States
Investment Company Act of 1940, as amended.

       

      
        	
                16.18

              	
                Public
      utility status

              


      

       

      The Borrower will
not, either by act or omission, become or, as a result of its obligations under
this Agreement, the Lender to become subject to regulation under the United
States Public Utility Holding Company Act of 1935, as amended, or the United
States Federal Power Act.

       

      
        	
                16.19

              	
                ERISA

              


      

       

      The Borrower will
not take any action or omit to take any action or permit any Subsidiary or ERISA
Affiliate to take any action or omit to take any action with respect to any Plan
that might result in the imposition of a lien or other Security Interest on any
property of the Borrower or any Subsidiary or otherwise have a material adverse
effect.

       

      

       

      
        	
                16.20

              	
                Margin
      Stock

              


      

       

      The Borrower will
use the proceeds of the Loans only for the purpose described in Clause 3
(Purpose).  The Borrower will not engage in the business of extending
credit for the purpose of purchasing or carrying margin stock (within the
meaning of Regulations U and X issued by the Board of Governors of the United
States Federal Reserve System).  The Borrower shall procure that none
of the proceeds of the Loans will be used for any purpose that will violate or
result in the violation of Section 7 of the Securities Exchange Act of 1934 (or
any regulations issued pursuant thereto, including, without limitation,
Regulations T, U and X).  If requested by the Lender, the Borrower
will furnish to the Lender in connection with any Loan hereunder a statement in
conformity with the requirements of Federal Reserve Form U-1 referred to in
Regulation U.

       

      
        	
                16.21

              	
                Solvency

              


      

       

      The Borrower will,
at all times, maintain sufficient capital to conduct its current and proposed
business and operations, maintain its ability to pay its debts as they become
due, and continue to own property having a value – both at fair valuation and at
present fair saleable value – greater than the total amount of the probable
liability of the Borrower on its debts and obligations (including this
Agreement).

       

      
        	
                16.22

              	
                Subsidiary
      Borrowings

              


      

       

      
        	
                 
      

              	
                (a)

              	
                In this
      Clause 16.22:

              


      

       

      Borrowings means:

       

      
        	
                 
      

              	
                (a)

              	
                the
      outstanding principal amount of any monies
  borrowed;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      outstanding principal amount of any debenture, bond, note, loan stock or
      other security;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      outstanding principal amount of any acceptance under any acceptance credit
      opened by a bank or other financial institution and not attributable to
      goods or documents of title to goods in the ordinary course of documentary
      credit transactions;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      principal amount, outstanding for more than 90 days on its original terms
      and created in connection with the payment of the acquisition price of any
      asset before or after the time of acquisition or possession by the party
      liable, where the advance or deferred payment is arranged primarily as a
      method of raising finance or financing the acquisition of an
      asset;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                any fixed or
      minimum premium payable on the repayment or redemption of any instrument
      referred to in subparagraph (b) above;
and

              


      

       

      
        	
                 
      

              	
                (f)

              	
                the
      outstanding principal amount of any indebtedness of any person of a type
      referred to in subparagraphs (a) - (e) above which is the subject of a
      guarantee indemnity and/or other form of assurance against financial
      loss.

              


      

       

      For the avoidance
of doubt, the amount of any provision for pension liabilities made in the
accounts delivered in accordance with Clause 16.2 (Financial information) shall
not constitute Borrowings for the purposes of this definition.

       

      Subsidiary Borrowings means,
at any time, the aggregate amount of all Borrowings of the Borrower's
Subsidiaries (other than Autoliv ASP, Autoliv Holding AB and Autoliv AB) at that
time (without double counting in relation to intra-Group Borrowings or
guarantees given by one Subsidiary in relation to the Borrowings of
another).

       

      

       

      
        	
                 
      

              	
                (b)

              	
                For the
      purposes of this Clause 16.22 figures shall be expressed in U.S.
      Dollars and, where any currency has to be converted into U.S. Dollars for
      this purpose, such conversion shall be made at the rate of exchange
      applied in the relevant financial accounts delivered under Clause 16.2
      (Financial information).

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The Borrower
      shall procure that Subsidiary Borrowings shall at no time exceed
      U.S.$400,000,000 (or its
equivalent).

              


      

       

      
        	
                16.23

              	
                Know
      your customer requirements

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The Borrower
      must promptly on the request of the Lender supply to it documentation or
      other evidence which is reasonably requested by the Lender (or any
      prospective new Bank) to enable the Lender or prospective new Bank to
      carry out and be satisfied with the results of all applicable know your
      customer requirements.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The Lender
      agrees that any information it receives under this clause 16.23 (Know your
      customer requirements) shall be kept confidential in accordance with
      clause 26 (Disclosure of
Information).

              


      

       

      
        	
                17.

              	
                DEFAULT

              


      

       

      
        	
                17.1

              	
                Events
      of Default

              


      

       

      Each of the events
set out in this Clause 17 is an Event of Default (whether or not caused by any
reason whatsoever outside the control of the Borrower or any other
person).

       

      
        	
                17.2

              	
                Non-payment

              


      

       

      The Borrower does
not pay on the due date any amount payable by it under the Finance Documents at
the place at and in the currency in which it is expressed to be payable and, if
the non-payment is caused solely by administrative or technical error, or
relates solely to non-payment of interest or fees, it is not remedied within
three Business Days.

       

      
        	
                17.3

              	
                Breach
      of other obligations

              


      

       

      The Borrower does
not comply with any provision of the Finance Documents (other than those
referred to in Clause 17.2 (Non-payment)), provided that, if such
non-compliance is capable of remedy, such non-compliance remains unremedied for
a period of 14 days.

       

      
        	
                17.4

              	
                Misrepresentation

              


      

       

      A
representation, warranty or statement made or repeated or deemed to be repeated
in or in connection with any Finance Document or in any document delivered by
the Borrower under or in connection with any Finance Document is incorrect in
any material respect when made or repeated or deemed to be
repeated.

       

      
        	
                17.5

              	
                Cross-default

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Any
      Financial Indebtedness of a member of the Group is not paid when due or
      within any applicable grace period provided for in the relevant
      documentation; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                an event of
      default howsoever described occurs under any document relating to
      Financial Indebtedness of a member of the Group;
  or

              


      

       

      

       

       

      
        	
                 
      

              	
                (c)

              	
                any
      Financial Indebtedness of a member of the Group becomes prematurely due
      and payable or is placed on demand as a result of an event of default
      (howsoever described) under the document relating to that Financial
      Indebtedness; or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                any
      commitment for, or underwriting of, any Financial Indebtedness of a member
      of the Group is cancelled or suspended as a result of an event of default
      (howsoever described) under the document relating to that Financial
      Indebtedness; or

              


      

       

      
        	
                 
      

              	
                (e)

              	
                any Security
      Interest securing Financial Indebtedness over any asset of a member of the
      Group becomes enforceable,

              


      

       

      Provided that no
Event of Default shall occur under this Clause 17.5 unless the aggregate amount
of all the Financial Indebtedness with respect to which an event or events under
paragraphs (a) to (e) (inclusive) above occurs or occur is at least
U.S.$40,000,000 (or its equivalent in other currencies).

       

      
        	
                17.6

              	
                Insolvency

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The Borrower
      or any Material Subsidiary is, or is deemed for the purposes of any law to
      be, unable to pay its debts as they fall due or to be insolvent, or admits
      inability to pay its debts as they fall due;
or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the Borrower
      or any Material Subsidiary suspends making payments on all or any class of
      its debts or announces an intention to do so, or a moratorium is declared
      in respect of any of its indebtedness;
or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the Borrower
      or any Material Subsidiary, by reason of financial difficulties, begins
      negotiations with one or more of its creditors with a view to the
      readjustment or rescheduling of any of its
  indebtedness.

              


      

       

      
        	
                17.7

              	
                Insolvency
      proceedings

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Any step
      (including petition, proposal or convening a meeting) is taken with a view
      to a composition, assignment or arrangement with any creditors of the
      Borrower or any Material Subsidiary;
or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a meeting of
      the Borrower or any Material Subsidiary is convened for the purpose of
      considering any resolution for (or to petition for) its winding-up or for
      its administration or any such resolution is passed;
  or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any person
      presents a petition for the winding-up or for the administration of the
      Borrower or any Material Subsidiary, other than a petition which is
      frivolous or vexatious, or which is dismissed within 30 days;
      or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                an order for
      the winding-up or administration of the Borrower or any Material
      Subsidiary is made; or

              


      

       

      
        	
                 
      

              	
                (e)

              	
                any other
      step (including petition, proposal or convening a meeting) is taken with a
      view to the rehabilitation, administration, custodianship, liquidation,
      winding-up or dissolution of the Borrower or any Material Subsidiary or
      any other insolvency proceedings involving the Borrower or any Material
      Subsidiary, unless such step is taken by a third party and is frivolous or
      vexatious.

              


      

       

      

       

      
        	
                17.8

              	
                Appointment
      of receivers and managers

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Any
      liquidator, trustee in bankruptcy, judicial custodian, compulsory manager,
      receiver, administrative receiver, administrator or the like is appointed
      in respect of the Borrower or any Material Subsidiary or any part of its
      assets; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      directors of the Borrower or any Material Subsidiary requests the
      appointment of a liquidator, trustee in bankruptcy, judicial custodian,
      compulsory manager, receiver, administrative receiver, administrator or
      the like; or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any other
      steps are taken to enforce any Security Interest over any part of the
      assets of the Borrower or any Material Subsidiary, unless such steps are
      considered (in the reasonable opinion of the Lender) to be frivolous or
      vexatious.

              


      

       

      
        	
                17.9

              	
                Creditors'
      process

              


      

       

      Any attachment,
sequestration, distress or execution affects any asset of the Borrower or any
Material Subsidiary and is not discharged within 14 days.

       

      
        	
                17.10

              	
                Analogous
      proceedings

              


      

       

      There occurs, in
relation to the Borrower or any Material Subsidiary, any event anywhere which
appears to correspond with any of those mentioned in Clauses 17.6 (Insolvency)
to 17.9 (Creditors' process) (inclusive).

       

      
        	
                17.11

              	
                Cessation
      of business

              


      

       

      The Borrower or
any Material Subsidiary ceases, or threatens to cease, to carry on all or a
substantial part of its business.

       

      
        	
                17.12

              	
                U.S.
      Bankruptcy Laws

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The Borrower
      makes a general assignment for the benefit of creditors;
  or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the Borrower
      commences a voluntary case or proceeding under the United States
      Bankruptcy Code of 1978, as amended, or under any other United States
      Federal or State bankruptcy, insolvency or other similar law (collectively
      U.S. Bankruptcy
      laws); or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                an
      involuntary case under any U.S. Bankruptcy Law is commenced against the
      Borrower and the petition is not controverted within 30 days and is not
      dismissed or stayed within 90 days after commencement of the case;
      or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                a custodian,
      conservator, receiver, liquidator, assignee, trustee, sequestrator or
      other similar official is appointed under any U.S. Bankruptcy Law for or
      takes charge of, all or substantial part of the property of the
      Borrower.

              


      

       

      
        	
                17.13

              	
                ERISA

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Any event or
      condition occurs that presents a material risk that the Borrower or any
      ERISA Affiliate may incur a material liability to a Plan or to the United
      States Internal Revenue Service or to the United States Pension Benefit
      Guaranty Corporation; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                An
      "accumulated funding deficiency" occurs (as that term is defined in
      section 412 of the United States Internal Revenue Code of 1986, as
      amended, or section 302 of ERISA), whether or not waived, by reason of the
      failure of the Borrower or any ERISA Affiliate to make a contribution to a
      Plan.

              


      

       

      

       

      
        	
                17.14

              	
                Acceleration

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Upon the
      occurrence of an Event of Default described in Clause 17.12 (U.S.
      Bankruptcy Laws):

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      Commitments will immediately terminate;
and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the Loans,
      together with accrued interest, and all other amounts accrued under the
      Finance Documents, will be immediately due and
  payable.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                On and at
      any time after the occurrence of an Event of Default (other than an Event
      of Default described in Clause 17.12 (U.S. Bankruptcy Laws)) the Lender
      may by notice to the Borrower:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                cancel the
      Commitments; and/or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                demand that
      all or part of the Loans, together with accrued interest and all other
      amounts accrued under the Finance Documents be immediately due and
      payable, whereupon they shall become immediately due and payable;
      and/or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                demand that
      all or part of the Loans be payable on demand, whereupon they shall
      immediately become payable on demand by the
  Lender.

              


      

       

      
        	
                18.

              	
                FEES

              


      

       

      
        	
                18.1

              	
                Commitment
      fee

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The Borrower
      shall pay to the Lender a commitment fee in SEK computed at the rate of
      1.05 per cent. per annum on the undrawn, uncancelled amount of the
      Lender's Commitment.

              


      

       

      The Commitment fee
will be payable on each day on which any Commitment is in force.

       

      
        	
                 
      

              	
                (b)

              	
                Commitment
      fee shall be payable quarterly in arrear from the date of this
      Agreement.  Accrued commitment fee shall also be payable to the
      Lender on the cancelled amount of the Commitment at the time the
      cancellation comes into effect.

              


      

       

      
        	
                18.2

              	
                VAT

              


      

       

      Any fee referred
to in this Clause 18 is exclusive of any value added tax or any other
direct tax which might be chargeable in connection with that fee.  If
any value added tax or other direct tax is so chargeable, it shall be paid by
the Borrower at the same time as it pays the relevant fee.

       

      
        	
                19.

              	
                EXPENSES

              


      

       

      
        	
                19.1

              	
                Initial
      and special costs

              


      

       

      The Borrower shall
forthwith on demand pay the Lender the amount of all costs and expenses
(including legal fees) reasonably incurred by any of them in connection
with:

       

      
        	
                 
      

              	
                (a)

              	
                the
      negotiation, preparation, printing and execution of any Finance Document
      executed after the date of this
Agreement.

              


      

       

      

       

      
        	
                 
      

              	
                (b)

              	
                any
      amendment, waiver, consent or suspension of rights (or any proposal for
      any of the foregoing) requested by the Borrower and relating to a Finance
      Document or a document referred to in any Finance
  Document.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any other
      matter, not of an ordinary administrative nature, arising out of or in
      connection with a Finance Document.

              


      

       

      
        	
                19.2

              	
                Enforcement
      costs

              


      

       

      The Borrower shall
forthwith on demand pay to the Lender 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.

       

      
        	
                20.

              	
                STAMP
      DUTIES

              


      

       

      The Borrower shall
pay and forthwith on demand indemnify the Lender against any liability it incurs
in respect of, any stamp, registration and similar tax which is or becomes
payable in connection with the entry into, performance or enforcement of any
Finance Document.

       

      
        	
                21.

              	
                INDEMNITIES
      AND BREAK COSTS

              


      

       

      
        	
                21.1

              	
                Currency
      indemnity

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The Borrower
      waives any right it may have in any jurisdiction to pay any amount under
      the Finance Documents in a currency other than that in which it is
      expressed to be payable.

              


      

       

      
        	
                21.2

              	
                Other
      indemnities

              


      

       

      The Borrower shall
forthwith on demand indemnify the Lender against any loss or liability which the
Lender incurs as a consequence of:

       

      
        	
                 
      

              	
                (a)

              	
                the
      occurrence of any Default;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a change in
      the currency of a country or Clause 17.14
    (Acceleration);

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any payment
      of principal or an overdue amount being received from any source otherwise
      than on the last day of a relevant Interest Period or Designated Interest
      Period (as defined in Clause 9.3 (Default interest)) relative to the
      amount so received; or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                a Loan (or
      part of a Loan) not being prepaid in accordance with a notice of
      prepayment or (other than by reason of negligence or default by the
      Lender) a Loan not being made after the Borrower has delivered a
      Request.

              


      

       

      The Borrower's
liability in each case includes any loss of Margin or other loss or expense on
account of funds borrowed, contracted for or utilised to fund any amount payable
under any Finance Document, any amount repaid or prepaid or any
Loan.

       

      
        	
                21.3

              	
                Break
      Costs

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The Borrower
      must pay to the Lender its Break
Costs.

              


      

       

      
        	
                 
      

              	
                (b)

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

              


      

       

      

       

      
        	
                 
      

              	
                (i)

              	
                The interest
      which the Lender would have received for the period from the date of
      receipt of any part of a Loan or an overdue amount to the last day of the
      applicable Interest Period for that Loan or overdue amount if the
      principal or overdue amount received had been paid on the last day of that
      Interest Period;

              


      

       

      exceeds

       

      
        	
                 
      

              	
                (ii)

              	
                the amount
      by which the Lender would be able to obtain by placing an amount equal to
      the amount received by it on deposit with a leading bank in Stockholm
      interbank market for a period starting on the Business Day following
      receipt and ending on the last day of the applicable Interest
      Period.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                If requested
      by the Borrower, the Lender must supply to the Borrower details of the
      amount of any Break Costs claimed by it under this
    subclause.

              


      

       

      
        	
                22.

              	
                EVIDENCE
      AND CALCULATIONS

              


      

       

      
        	
                22.1

              	
                Certificates
      and determinations

              


      

       

      Any certification
or determination by the Lender of a rate or amount under the Finance Documents
is, in the absence of manifest error, conclusive evidence of the matters to
which it relates.

       

      
        	
                22.2

              	
                Calculations

              


      

       

      Interest and the
fees payable under Clause 18.1 (Commitment fee)) accrue from day to day and
are calculated on the basis of the actual number of days elapsed and a year of
360 days or, where market practice otherwise dictates,
365 days.

       

      
        	
                23.

              	
                AMENDMENTS
      AND WAIVERS

              


      

       

      
        	
                23.1

              	
                Procedure

              


      

       

      Any term of the
Finance Documents may be amended or waived with the agreement of the Borrower
and the Lender. 

       

      
        	
                24.

              	
                CHANGES
      TO THE PARTIES

              


      

       

      
        	
                24.1

              	
                Transfers
      by the Borrower

              


      

       

      The Borrower may
not assign, transfer or dispose of any of, or any interest in, its rights and/or
obligations under the Finance Documents.

       

      
        	
                24.2

              	
                Transfers
      by Banks

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The Lender
      (the Existing
      Bank) may, subject to paragraph (b) below, at any time assign
      or transfer any of its Commitments and/or its rights and/or obligations
      under this Agreement to another bank or financial institution (the New Bank). If the Lender
      should assign any of its rights and obligations according to this Clause
      25, an amended agreement on the same terms but reflecting the requirement
      for agency provisions and several lenders shall be entered into in
      replacement of this Agreement if the Lender so
  requires.

              


      

       

      
        	
                 
      

              	
                (b)

              


      

       

      
        	
                 
      

              	
                (i)

              	
                A transfer
      of part of the Commitment must be in a minimum amount of at least SEK
      100,000,000 or the remaining Commitment, if
  less;

              


      

       

      

       

      
        	
                 
      

              	
                (ii)

              	
                the prior
      consent of the Borrower is required for any such assignment or transfer,
      unless the New Bank is an Affiliate of the Lender or unless an Event of
      Default has occurred which is continuing.  However, the prior
      consent of the Borrower must not be unreasonably withheld or delayed and
      will be deemed to have been given if, within ten Business Days of receipt
      by the Borrower of an application for consent, it has not been expressly
      refused.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Nothing in
      this Agreement restricts the ability of the Lender to subcontract an
      obligation if the Lender remains liable under this Agreement for that
      obligation.

              


      

       

      
        	
                25.

              	
                DISCLOSURE
      OF INFORMATION

              


      

       

      The Lender shall
keep confidential any and all information made available to it by the Borrower
pursuant to or in connection with the Finance Documents, other than
information:

       

      
        	
                 
      

              	
                (a)

              	
                which at the
      relevant time is in the public domain;
or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                which, after
      such information has been made available to the Lender, becomes generally
      available to third parties by publication or otherwise through no breach
      of this Clause 25 by the Lender; or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                which was
      lawfully in the possession of the Lender or its advisers prior to such
      disclosure (as evidenced by that Bank's written records or the written
      records of the Lender's advisers) and which was not acquired directly or
      indirectly from the Borrower; or

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      disclosure of which is required by law or any competent regulatory body
      (to the extent of that requirement) or which is necessitated by any legal
      proceeding or audit requirement; or

              


      

       

      
        	
                 
      

              	
                (e)

              	
                the
      disclosure of which is made to an Affiliate of that Bank in circumstances
      where it is that Bank's usual practice to make such disclosure or where
      such disclosure is required as part of that Bank's management or reporting
      policies or where such disclosure is in the reasonable opinion of that
      Bank required to protect its position, or to assist in the recovery of
      amounts, hereunder; or

              


      

       

      
        	
                 
      

              	
                (f)

              	
                the
      disclosure of which is made to any person with whom it is proposing to
      enter, or has entered, into any kind of transfer, participation or other
      agreement in relation to this Agreement;
or

              


      

       

      
        	
                 
      

              	
                (g)

              	
                the
      disclosure of which is made by that Bank to its professional advisers;
      or

              


      

       

      
        	
                 
      

              	
                (h)

              	
                which is
      disclosed to another party to this Agreement in the specific circumstances
      whereby it is made available to that
party,

              


      

       

      provided that, if
a Bank makes such information available to any person in accordance with
paragraphs (d), (e), (f) or (g) above, it takes reasonable endeavours to ensure
that such party keeps that information confidential to the same extent as set
out above.

       

      
        	
                26.

              	
                SET-OFF

              


      

       

      The Lender may set
off any matured obligation owed by the Borrower under the Finance Documents (to
the extent beneficially owned by the Lender) against any obligation (whether or
not matured) owed by the Lender to the Borrower, regardless of the place of
payment, booking branch or currency of either obligation.  If the
obligations are in different currencies, the Lender may convert either
obligation at a market rate of exchange in its usual course of business for the
purpose of the set-off.  If either obligation is unliquidated or
unascertained, the Lender may set off in an amount estimated by it in good faith
to be the amount of that obligation.

       

      

       

      
        	
                27.

              	
                SEVERABILITY

              


      

       

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

       

      
        	
                 
      

              	
                (a)

              	
                the validity
      or enforceability in that jurisdiction of any other provision of the
      Finance Documents; or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the validity
      or enforceability in other jurisdictions of that or any other provision of
      the Finance Documents.

              


      

       

      
        	
                28.

              	
                COUNTERPARTS

              


      

       

      Each Finance
Document may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of the
Finance Document.

       

      
        	
                29.

              	
                NOTICES

              


      

       

      
        	
                29.1

              	
                Giving
      of notices

              


      

       

      All notices or
other communications under or in connection with this Agreement shall be given
in writing and, unless otherwise stated, may be made by letter or facsimile or,
in the case of information provided by the Borrower or the Lender in relation to
Clauses 16.2 (Financial information) and 16.3 (Information - miscellaneous)
only, by e-mail.  Any such notice will be deemed to be given as
follows:

       

      
        	
                 
      

              	
                (a)

              	
                if by
      letter, when delivered personally or on actual receipt;
  and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                if by
      facsimile, when received in legible
form.

              


      

       

      However, a notice
given in accordance with the 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.

       

      
        	
                29.2

              	
                Addresses
      for notices

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The address
      and facsimile number of the Borrower
are:

              


      

       

      Autoliv,
Inc,

      Box
70381

      SE-107 24
Stockholm

      Sweden

       

      Fax
No:      +46 8 24 44 93

      Attention:   Treasurer

       

      With a copy
to:

       

      Fax
No:      +46 85 87 20 633

      Attention:   VP
for Legal Affairs, General Counsel and Secretary

       

      or such other as
the Borrower may notify to the Lender by not less than five Business Days'
notice.

       

      
        	
                 
      

              	
                (b)

              	
                The address
      and facsimile number of the Lender
are:

              


      

       

      Skandinaviska
Enskilda Banken AB (publ)

      Structured Credit
Operations

      106 40
Stockholm

      Sweden

       

      Fax
No:      +46 8 611 0384

      Attention:   Structured
Credit Operations

       

      or such other as
the Lender may notify to the Borrower by not less than five Business Days'
notice.

       

      

       

      
        	
                30.

              	
                LANGUAGE

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Any notice
      given under or in connection with any Finance Document shall be in
      English.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                All other
      documents provided under or in connection with any Finance Document shall
      be:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                in English;
      or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                if not in
      English, accompanied by a certified English translation and, in this case,
      the English translation shall prevail unless the document is a statutory
      or other official document.

              


      

       

      
        	
                31.

              	
                FORCE
      MAJEURE

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The Lender
      shall not 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 Lender takes such measures, or
      is subject to such measures.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Any damage
      that may arise in other cases shall not be indemnified by the Lender if it
      has observed normal care. The Lender shall not in any case be held
      responsible for any indirect damage, consequential damage and/or loss of
      profit.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Should there
      be an obstacle as described in paragraph (a) above for the Lender to take
      any action in compliance with this Agreement, such action may be postponed
      until the obstacle has been
removed.

              


      

       

      
        	
                32.

              	
                GOVERNING
      LAW

              


      

       

      This Agreement is
governed by Swedish law.

       

      
        	
                33.

              	
                ENFORCEMENT

              


      

       

      
        	
                33.1

              	
                Jurisdiction
      of Swedish courts

              


      

       

      

       

      
        	
                 
      

              	
                (a)

              	
                The courts
      of Sweden, and, in first instance the city court of Stockholm, have
      exclusive jurisdiction to settle any dispute arising out of or in
      connection with this Agreement (a Dispute).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                However, the
      Lender shall not be prevented from taking proceedings relating to a
      Dispute in any other courts with
jurisdiction.

              


      

       

      
        	
                34.

              	
                INTEGRATION

              


      

       

      The Finance
Documents contain the complete agreement between the parties on the matters to
which they relate and supersede all prior commitments, agreements and
understandings, whether written or oral, on those matters.

       

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

       

      

       

      SCHEDULE
1

       

      CONDITIONS
PRECEDENT DOCUMENTS

       

      TO
BE DELIVERED BEFORE THE FIRST REQUEST

       

      
        	
                1.

              	
                The
      Lender

              


      

       

      
        	
                (a)

              	
                A copy of
      the memorandum and articles of association and certificate of
      incorporation of the Borrower.

              


      

       

      
        	
                (b)

              	
                A copy of a
      secretary certificate to the effect that the board of directors of the
      Borrower has:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                approved the
      terms of, and the transactions contemplated by, this Agreement and
      resolving that it execute this
Agreement;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                authorized a
      specified person or persons to execute this Agreement on its behalf;
      and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                authorized a
      specified person or persons, on its behalf, to sign and/or despatch all
      documents and notices to be signed and/or despatched by it under or in
      connection with this Agreement.

              


      

       

      
        	
                (c)

              	
                A specimen
      of the signature of each person authorized by the resolution referred to
      in paragraph (b) above.

              


      

       

      
        	
                (d)

              	
                A
      certificate of a director of the Borrower confirming that the borrowing of
      the Commitment in full would not cause any borrowing limits binding on it
      to be exceeded.

              


      

       

      
        	
                2.

              	
                Other
      documents

              


      

       

      
        	
                (a)

              	
                A
      certificate of an authorized signatory of the Borrower certifying that
      each copy document specified in this Schedule 1 is correct, complete and
      in full force and effect as at a date no earlier than the date of this
      Agreement.

              


      

       

      
        	
                (b)

              	
                Confirmation
      from the Borrower that it is not, to the best of its knowledge and belief
      after full and due enquiry, in breach of any other agreement to which it
      is a party.

              


      

       

      
        	
                (c)

              	
                A copy of
      any other authorization or other document, opinion or assurance which the
      Facility Agent considers to be necessary in connection with the entry into
      and performance of, and the transactions contemplated by, any Finance
      Document or for the validity and enforceability of any Finance
      Document.

              


      

       

      
        	
                3.

              	
                Legal
      opinions

              


      

       

      
        	
                (a)

              	
                A legal
      opinion of the General Counsel of the Borrower in form and substance
      satisfactory to the Lender.

              


      

       

      


       

      SCHEDULE
2

       

      FORM
OF REQUEST

       

      
        	
                To:

              	
                Skandinaviska
      Enskilda Banken AB (publ) as Lender

              


      

       

      From:                      Autoliv
Inc. as Borrower

       

      Date:                      [          ]

       

      Autoliv,
Inc.

      SEK
1,000,000,000 Credit Agreement dated 16 October 2008

       

      
        	
                1.

              	
                We wish to
      utilise the Facility as follows:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Drawdown
      Date:

              	
                [          ]

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Amount:

              	
                SEK
      [          ]

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Interest
      Period:

              	
                [          ]

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Payment
      instructions:

              	
                [          ]

              


      

       

      
        	
                2.

              	
                We confirm
      that each condition specified in Clause 4.2 (Further conditions precedent)
      is satisfied on the date of this
Request.

              


      

       

      


       

      By:

       

      


       

      Autoliv
Inc.

      Authorized
Signatory

       

      

       

      SCHEDULE
3

       

      FORM
OF COMPLIANCE CERTIFICATE

       

      


       

      To:           Skandinaviska
Enskilda Banken AB (publ) as Lender

       

      From:                      AUTOLIV
INC.

       

      Date:                      [          ]

       

      Autoliv
Inc.

      SEK
1,000,000,000 Credit Agreement dated 16 October 2008 (the
Agreement)

       

      
        	
                1.

              	
                This is the
      Compliance Certificate referred to in Clause 16.5 (Compliance
      certificates) of the Agreement.

              


      

       

      
        	
                2.

              	
                We confirm
      that as at [relevant Balance Sheet Date] Subsidiary Borrowings were
      [          ] (Covenant
      level requirement not more than
  U.S.$400,000,000).

              


      

       

      
        	
                3.

              	
                We confirm
      the credit ratings as at the date of this Compliance Certificate of the
      long term unsecured and unsubordinated debt of AUTOLIV INC. given
      by:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Moody's was
      [          ];
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Standard
      & Poor's was
      [          ].

              


      

       

      
        	
                4.

              	
                We confirm
      that no Default is outstanding as at the date of this Compliance
      Certificate.1

              


      

       

      By:

       

      


       

      


       

      ................................................................................................AUTOLIV
INC.

      
 

       

        
          	
                  1

                	
                  If this
      statement cannot be made, the certificate should identify any Default that
      is outstanding and the steps, if any, being taken to remedy
      it.

                


        

      

       

      

       

      SIGNATORIES

       

       

      The
Borrower

       

      AUTOLIV,
INC.

       

      By:

       

      


       

      


       

      The
Lender

       

      SKANDINAVISKA
ENSKILDA BANKEN AB (publ)

       

      By: