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Exhibit 4.3    
    


REVOLVING CREDIT

FACILIY AGREEMENT  


 SEK 400,000,000  


dated 18 June 2002 


between 


METRO SWEDEN HOLDING AB  


as Borrower 


and 


NORDEA BANK SWEDEN AB (publ)  


as Arranger, Facility Agent

and Security Agent 


and 


THE FINANCIAL INSTITUTIONS
  listed in Schedule 1 




Revolving Credit Facility Agreement

relating to the acquisition of

Metro Nordic Sweden AB  




VINGE  





  
 

    INDEX    
    



	Clause
 
	 
	 	Page

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





	
Schedules
 
	

 

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










        THIS AGREEMENT dated 18 June 2002 is made between: 



	(1)
	METRO SWEDEN HOLDING AB (company identity No. 556625-7530) (the "Borrower");



	(2)
	THE FINANCIAL INSTITUTIONS listed in Schedule 1 (the "Original Lender"); and



	(3)
	NORDEA BANK SWEDEN AB (publ) (company identity No. 502010-5523) as arranger (in such capacity the "Arranger"), as
agent for the Lenders (in such capacity the "Facility Agent") and as security agent for the Lenders (in such capacity the "Security Agent"). 




        WHEREAS:



	(A)
	the
Borrower intends to acquire the Target (as defined below) in accordance with the Acquisition Agreement (as defined below) and has requested financing for a maximum amount of SEK
400,000,000 for the purposes of financing the Acquisition and the Acquisition Costs (as defined below); and



	(B)
	the
Arranger and the Lenders have agreed to arrange and make available facilities of up to SEK 400,000,000 in total on the terms and conditions of this Agreement. 




        IT IS AGREED as follows: 


1.     DEFINITIONS AND INTERPRETATION  


1.1    Definitions  


        In this Agreement: 


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



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


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



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


        Administrative Party means the Arranger, the Security Agent or the Facility Agent. 


        Affiliate means a Subsidiary or a Holding Company of a person or any other Subsidiary of that Holding Company. 


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



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


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



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


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





 



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


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



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


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


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


        Commitment means: 



	(a)
	for
the Original Lender, the amount set out opposite its name in Schedule 1 and the amount of any other Commitment it acquires; and



	(b)
	for
any other Lender, the amount of any Commitment it acquires, to the extent not cancelled, transferred or reduced (in particular pursuant to Clause 6.2) under this Agreement. 




        Compliance Certificate means a certificate substantially in the form of Schedule 6
setting out, among other things, calculations of the financial covenants. 


        Completion means the completion of the Acquisition in accordance with the terms of the Acquisition Agreement. 



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


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


        Default means: 



	(a)
	an
Event of Default; or



	(b)
	an
event which could, with the expiry of a grace period, the giving of notice or the making of any determination under the Finance Documents or any combination of them, be reasonably
expected to constitute an Event of Default. 






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


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



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


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


        Drawdown Date means each date on which the Facility is utilised. 


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


        EBITDA means, in relation to the relevant period, the aggregate of: 



	(a)
	the
consolidated profit of the Group for that period (including, for the avoidance of doubt, exceptional items) before Taxation and Debt Service;



	(b)
	Depreciation
charged to the Group's profit and loss account during such period;



	(c)
	any
amount amortised in respect of acquisition costs or other non-cash items; and



	(d)
	amounts
written off the value attributable to Goodwill or other intangibles; 



but
excluding: 


	(i)
	profit
attributable to minority interests;



	(ii)
	extraordinary
items;



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



	(iv)
	amounts
written off the value of investments;



	(v)
	income
from participating interests in associated undertakings and income from any other fixed asset investment; and



	(vi)
	realised
and unrealised exchange gains and losses. 





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


        Event of Default means an event specified as such in this Agreement. 



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


        Facility means the amortising revolving credit facility made available under this Agreement. 


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



	(a)
	on
or before the date it becomes a Lender; or



	(b)
	by
not less than five Business Days' notice, as the office(s) through which it will perform its obligations under this Agreement. 




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



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


        Finance Document means: 



	(a)
	this
Agreement;



	(b)
	the
Fee Letter;



	(c)
	the
Security Documents 



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	(d)
	a
Transfer Certificate;



	(e)
	the
Intercreditor Agreement; or



	(f)
	any
other document designated as such by the Facility Agent and the Borrower. 




        Finance Party means a Lender or an Administrative Party. 


        Force Majeure means the events and circumstances set out in Clause 31. 


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


        Group means the Borrower and its Subsidiaries. 


        Guarantor means the Parent in its capacity as guarantor. 


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


        Increased Cost means: 



	(a)
	an
additional or increased cost;



	(b)
	a
reduction in the rate of return under a Finance Document or on its overall capital; or



	(c)
	a
reduction of an amount due and payable under any Finance Document, 



which
is incurred or suffered by a Finance Party or any of its Affiliates but only to the extent attributable to that Finance Party having entered into any Finance Document or funding or performing
its obligations under any Finance Document. 





        Indebtedness means any indebtedness for or in respect of: 



	(a)
	moneys
borrowed;



	(b)
	any
acceptance credit;



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



	(d)
	any
redeemable preference share;



	(e)
	any
finance or capital lease;



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



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



	(h)
	any
derivative transaction protecting against or benefiting from fluctuations in any rate or price (and, except for non-payment of an amount, the then mark to market value
of the derivative transaction will be used to calculate its amount);



	(i)
	any
other transaction (including any forward sale or purchase agreement) which has the commercial effect of a borrowing;



	(j)
	any
counter-indemnity obligation in respect of any guarantee, indemnity, bond, letter of credit or any other instrument issued by a bank or financial institution; or



	(k)
	any
guarantee, indemnity or similar assurance against financial loss of any person in respect of any item referred to in paragraphs (a) to (j) above save for any cash backed
guarantee. 



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


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



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


        Lender means: 



	(a)
	the
Original Lender; or



	(b)
	any
person which becomes a Lender after the date of this Agreement. 




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


        Majority Lenders means, at any time, Lenders: 



	(a)
	whose
share in the outstanding Loans and whose undrawn Commitments then aggregate 662/3 per cent. or more of the aggregate of all the outstanding Loans and the undrawn
Commitments of all the Lenders;



	(b)
	if
there is no Loan then outstanding, whose undrawn Commitments then aggregate 662/3 per cent. or more of the Total Commitments; or



	(c)
	if
there is no Loan then outstanding and the Total Commitments have been reduced to zero, whose Commitments aggregated 662/3 per cent. or more of the Total Commitments
immediately before the reduction. 




        Margin means the margin as calculated in accordance with Clause 8.1. 


        Material Adverse Effect means any event which would: 



	(a)
	result
in a material adverse change in the business, conditions (financial or otherwise) or operations of the Group (taken as a whole);



	(b)
	be
materially adverse to the ability of the Borrower to meet its payment obligations;



	(c)
	be
materially adverse to the ability of the Borrower to comply with the financial covenants set out in Clause 17; or



	(d)
	result
in a Security Document or the Parent Guarantee becoming ineffective to an extent which is material in the context of the Facility. 




        Material Agreements means the Distribution Agreements and the Shareholders' Agreement. 


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



	(a)
	Interest
Bearing Assets; and



	(b)
	any
Subordinated Debt. 



5





 



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


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


        Obligors means the Borrower and the Guarantor. 



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


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


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



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



        Party means a party to this Agreement and Parties shall be construed accordingly. 


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



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


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


        Pro Rata Share means: 



for
the purpose of determining a Lender's share in a utilisation of the Facility, the proportion which its Commitment under the Facility bears to all the Commitments under the Facility; and for any
other purpose on a particular date: 



	(i)
	the
proportion which a Lender's share of the Loans (if any) bears to all the Loans;



	(ii)
	if
there is no Loan outstanding on that date, the proportion which its Commitment bears to the Total Commitments on that date; or



	(iii)
	if
the Total Commitments have been cancelled, the proportion which its Commitments bore to the Total Commitments immediately before being cancelled. 





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


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


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


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


        Rollover Loan means one or more Loans: 



	(a)
	to
be made on the same day that a maturing Loan is due to be repaid; and 



6





 



	(b)
	the
aggregate amount of which is equal to or less than the maturing Loan. 




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


        SEK means the lawful currency of the Kingdom of Sweden. 


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


        Share Pledge Agreements means the Borrower Share Pledge Agreement and the Parent Share Pledge Agreement. 



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



	(a)
	the
relevant offered rate which appears on page SIOR for the relevant Term of the Reuters screen selected by the Facility Agent. If the relevant page is replaced or the service ceases
to be available, the Facility Agent (after consultation with the Borrower and the Lenders) may specify another page or service displaying the appropriate rate; or



	(b)
	if
no such rate is available for the relevant currency or Term of that Loan or overdue amount, the arithmetic mean (rounded upwards to the nearest four decimal places) of the rates,
as supplied to the Facility Agent at its request, quoted by the Reference Banks to leading banks in the Stockholm interbank market, 





at
or about 11.00 a.m. (Stockholm time) on the Rate Fixing Day for the offering of deposits in SEK for a period comparable to the Term of the relevant Loan. 





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


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


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


        Swedish GAAP means generally accepted accounting principles in Sweden. 


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


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


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



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


7





 



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



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


        Total Commitments means the Commitments of all the Lenders. 


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



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


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


1.2    Construction  



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



	(i)
	an  amendment includes a supplement, novation, restatement or re-enactment and  amended will be construed
accordingly; 









an
authorisation includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration or notarisation; 


disposal means a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary, and  dispose will be construed accordingly; 



a  person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint venture or
consortium), government, state, agency, organisation or other entity whether or not having separate legal personality; 


a
regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the
force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organisation; 



	(ii)
	a
Default being outstanding means that it has not been remedied or waived;



	(iii)
	a
provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;



	(iv)
	a
Clause, a Subclause or a Schedule is a reference to a clause or subclause of, or a schedule to, this Agreement;



	(v)
	fixed assets means Sw. "anläggningstillgångar" as this term is defined in Swedish GAAP;



	(vi)
	a
person includes its successors in title, permitted assigns and permitted transferees; and



	(vii)
	a
Finance Document or another document is a reference to that Finance Document or other document as amended. 




8











  



	(b)
	Unless
the contrary intention appears, a reference to a month or months 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 or the calendar month in which it is to end, except that:



	(i)
	if
the numerically corresponding day is not a Business Day, the period will end on the next Business Day in that month (if there is one) or the preceding Business Day (if there is
not);



	(ii)
	if
there is no numerically corresponding day in that month, that period will end on the last Business Day in that month; and



	(iii)
	notwithstanding
sub-paragraph (i) above, a period which commences on the last Business Day of a month will end on the last Business Day in the next month or the
calendar month in which it is to end, as appropriate.






	(c)
	Unless
the contrary intention appears:



	(i)
	a
word or expression used in any other Finance Document or in any notice given in connection with any Finance Document has the same meaning in that Finance Document or notice as in
this Agreement; and



	(ii)
	any
obligation of the Borrower under the Finance Documents which is not a payment obligation remains in force for so long as any payment obligation of the Borrower is or may be
outstanding under the Finance Documents.






	(d)
	The
headings in this Agreement do not affect its interpretation. 




2.     FACILITY  


2.1    Revolving Credit Facility  


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



2.2    Nature of a Finance Party's rights and obligations  


        Unless otherwise agreed by all the Finance Parties: 



	(a)
	the
obligations of a Finance Party under the Finance Documents are several;



	(b)
	failure
by a Finance Party to perform its obligations does not affect the obligations of any other Party under the Finance Documents;



	(c)
	no
Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents;



	(d)
	the
rights of a Finance Party under the Finance Documents are separate and independent rights;



	(e)
	a
debt arising under the Finance Documents to a Finance Party is a separate and independent debt; and



	(f)
	a
Finance Party may, except as otherwise stated in the Finance Documents, separately enforce those rights. 



9





 





3.     PURPOSE  


3.1    Loans  


        Each Loan may only be used: 



	(a)
	to
finance the Acquisition;



	(b)
	to
finance the Acquisition Costs;



	(c)
	to
finance the initial cash collateral to be standing to the credit of the Cash Collateral Account in an amount equal to SEK 100,000,000; or



	(d)
	subject
to initial utilisation for the purposes set out in (a), (b) and (c) above, for financing of general corporate purposes. 






3.2    No obligation to monitor  



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


4.     CONDITIONS PRECEDENT  


4.1    Conditions precedent documents  


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


4.2    Further conditions precedent  


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



	(a)
	the
Repeating Representations are correct in all material respects;



	(b)
	no
Default or, in the case of a Rollover Loan, no Event of Default is outstanding or would result from the Loan;



	(c)
	no
Force Majeure has occurred and is continuing; and



	(d)
	in
relation to the first Drawdown Request only, such Drawdown Request is requesting that an amount of not less than SEK 100,000,000 shall be disbursed to the Cash Collateral Account
on a date falling not later than two (2) Business Days after the Rate Fixing Date. 




4.3    Maximum number  


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



	(a)
	more
than four (4) Loans outstanding at any time; or



	(b)
	more
than two (2) one-month Loans outstanding in any calendar year. 




5.     UTILISATION  


5.1    Giving of Drawdown Requests  



	(a)
	A
Borrower may borrow a Loan by submitting to the Facility Agent a duly completed Drawdown Request. 



10





 



	(b)
	Unless
the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent of a duly completed Drawdown Request is 11.00 a.m. two (2) Business Days
before the Rate Fixing Date for the proposed borrowing.



	(c)
	Each
Drawdown Request is irrevocable. 




5.2    Completion of Drawdown Requests  


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



	(a)
	the
Drawdown Date is a Business Day falling on or before the Final Maturity Date;



	(b)
	the
amount of the Loan requested is:



	(i)
	a
minimum of SEK 50,000,000 and an integral multiple of SEK 10,000,000; or



	(ii)
	the
maximum undrawn amount available under this Agreement for Loans on the proposed Drawdown Date; or



	(iii)
	such
other amount as the Facility Agent may agree. 







5.3    Advance of Loan  



	(a)
	The
Facility Agent shall promptly notify each Lender of the details of the requested Loan and the amount of its share in that Loan.



	(b)
	The
amount of each Lender's share of the Loan will be its Pro Rata Share on the proposed Drawdown Date.



	(c)
	No
Lender is obliged to participate in a Loan if as a result:



	(i)
	its
share in the Loans under the Facility would exceed its Commitment; or



	(ii)
	the
Loans would exceed the Total Commitments (taking into consideration any mandatory cancellation pursuant to Clause 6.2).






	(d)
	If
the conditions set out in this Agreement have been met, each Lender shall make its share in the Loan available to the Facility Agent for the Borrower on the Drawdown Date. 




6.     REPAYMENT AND CANCELLATION  


6.1    Repayment of Loans  



	(a)
	The
Borrower shall repay each Loan made to it in full on the last day of the Term applicable to it.



	(b)
	Subject
to the other terms of this Agreement, any amounts repaid under paragraph (a) above may be re-borrowed. 




6.2 Automatic Cancellation  



	(a)
	The
Total Commitments shall, to the extent not utilised in accordance with the purposes set out in Clause 3.1(a), (b) and (c), unless voluntarily cancelled under
Clause 7.7, be automatically cancelled in full on the date falling twelve (12) months from the date of this Agreement.



	(b)
	The
Total Commitments shall be automatically cancelled on each of the dates set out in Column A with an amount equal to the amount set out alongside each such date in Column B which
amount shall be reduced by an amount equal to any amounts cancelled and/or prepaid 



11





 


pursuant
to Clause 7 prior to such date. Any such reduction shall reduce the amounts set out in Column B in the order of their dates. 






	Column A.
 
	 	Column B.

	12 months after the date of this Agreement	 	66,670,000
	18 months after the date of this Agreement	 	66,670,000
	24 months after the date of this Agreement	 	66,670,000
	30 months after the date of this Agreement	 	66,670,000
	36 months after the date of this Agreement	 	66,670,000
	Final Maturity Date	 	66,650,000






	(c)
	In
the event the aggregate amount of the Loans exceed the Total Commitments after having deducted the amounts set out in Column B above on such relevant date, the Borrower
shall immediately make a repayment in an amount sufficient to decrease the Loans outstanding thereafter to an amount not exceeding the then current Total Commitment.



	(c)
	For
the avoidance of doubt, the Commitment of each Lender under the Facility will be automatically cancelled at the close of business on the Final Maturity Date. 




7.     PREPAYMENT AND CANCELLATION  


7.1    Mandatory prepayment—illegality  



	(a)
	A
Lender shall notify the Borrower promptly if it becomes aware that it is unlawful in any jurisdiction for that Lender to perform any of its obligations under a Finance Document or
to fund or maintain its share in any Loan.



	(b)
	After
notification under paragraph (a) above:



	(i)
	the
Borrower shall repay or prepay the share of that Lender in each Loan made to it on the date specified in sub-clause (c) below; and



	(ii)
	the
Commitments of that Lender will be immediately cancelled.






	(c)
	The
date for repayment or prepayment of a Lender's share in a Loan will be:



	(i)
	the
Business Day following receipt by the Borrower of notice from the Lender under (a) above; or



	(ii)
	if
later, the latest date allowed by the relevant law. 







7.2    Mandatory prepayment—change of control  



	(a)
	The
Borrower shall promptly notify the Facility Agent if at any time it becomes aware of a Change of Control being contemplated or having occurred.



	(b)
	If
a Change of Control has occured the Facility Agent may by notice to the Borrower:



	(i)
	cancel
the Total Commitments; and



	(ii)
	declare
all outstanding Loans, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable. 







Any
such notice will take effect in accordance with its terms. 




7.3    Mandatory prepayment—Insurance Claims  



        If, in any financial year of the Borrower, 


12





 




	(i)
	a
member of the Group receives any amount as a result of a claim under any insurance policy (other than an amount it is obliged to pay to a third party as a consequence of a damage or
destruction giving rise to the claim) and those insurance proceeds exceed SEK 5,000,000 the Borrower must notify the Facility Agent; and



	(ii)
	to
the extent that the insurance proceeds were received in respect of a claim for physical damage to or destruction of any assets, the Borrower shall, within 180 days after
the receipt of the Insurance Proceeds, unless the Borrower has taken reinstatement action or placed an order for assets intended to reinstate or replace such assets, an amount equal to the insurance
proceeds less the cost shall be repaid on the last day of the Interest Period thereafter. 





7.4    Mandatory prepayment—Disposal of Assets  


        If, in any financial year of the Borrower: 




	(i)
	a
member of the Group disposes of any asset (other than disposal of the type referred to in paragraphs (ii) and (v) of Clause 18.6 and with respect to disposals
referred to in Clause 18.6 (iv) the net proceeds from such exchange), and



	(ii)
	the
proceeds (net of any applicable taxes and transaction costs, expenses and fees) received from the disposal of that asset, when aggregated with the net proceeds received in that
financial year in respect of all other assets disposed by members of the Group (other than disposal of the type referred to in paragraphs (ii) and (v) of Clause 18.6 and with
respect to disposals referred to in Clause 18.6 (iv) the net proceeds from such exchange) exceed SEK 5,000,000. 




then
the Borrower shall, on the last day of the Interest Period following receipt of such proceeds, apply that excess amount in prepayment of the Loans. 




7.5    Mandatory prepayment—Excess Cash  



	(a)
	The
Borrower shall notify the Facility Agent, in connection with it preparing the Consolidated Accounts, if and when Excess Cash has been established.



	(b)
	If
Excess Cash has been established, the Borrower shall, at the earlier of (i) the date falling within thirty (30) Business Days after delivery of the Consolidated
Accounts in accordance with Clause 16.1 and (ii) the next following last day of the Term for a Loan or Loans, repay one or more Loans (in part if necessary) with an amount equal to
(x) 50 per cent (if the Net Debt to EBITDA ratio is above 2.0) and (y) 25 per cent (if the Net Debt to EBITDA ratio is 2.0 or less) of the Excess Cash
pursuant to such Consolidated Accounts. Any such amount to be repaid shall be deducted with an amount equal to the amount by which the Borrower during such relevant period has made a prepayment in
accordance with Clause 7.6 and simultaneously therewith voluntarily cancelled the Total Commitments in accordance with Clause 7.7. 




7.6    Voluntary prepayment  



	(a)
	The
Borrower may, by giving not less than ten (10) Business Days' prior notice to the Facility Agent, prepay any Loan at any time in whole or in part provided that the Borrower
simultaneously with such prepayment indemnifies each Lender for its Broken Funding Costs (if any).



	(b)
	A
prepayment of part of a Loan shall be in a minimum amount of SEK 5,000,000 and an integral multiple of SEK 1,000,000. 



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7.7    Voluntary cancellation  



	(a)
	The
Borrower may, by giving not less than 10 Business Days' prior notice to the Facility Agent, cancel the unutilised amount of the Total Commitments in whole or in part.



	(b)
	Partial
cancellation of the Total Commitments shall be in a minimum of SEK 5,000,000 and an integral multiple of SEK 1,000,000.



	(c)
	Any
cancellation in part will be applied against the relevant Commitment of each Lender pro rata. 




7.8    Tax Payment and Increased Costs  



	(a)
	If
the Borrower is, or will be, required to pay to a Lender a Tax Payment or compensation for an Increased Cost, the Borrower may, while the requirement continues, give notice to the
Facility Agent requesting prepayment and cancellation in respect of that Lender.



	(b)
	After
notification under sub-clause (a) above:



	(i)
	the
Borrower shall repay or prepay that Lender's share in each Loan made to it on the date specified in paragraph (c) below; and



	(ii)
	the
Commitments of that Lender will be immediately cancelled.






	(c)
	The
date for repayment or prepayment of a Lender's share in a Loan will be the last day of the current Term for that Loan or, if earlier, the date specified by the Borrower in its
notification. 




7.9    Re-borrowing  


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


7.10    Miscellaneous  



	(a)
	Any
notice of prepayment and/or cancellation under this Agreement is irrevocable and shall specify the relevant date(s) and the affected Loans and Commitments. The Facility Agent
shall notify the Lenders promptly of receipt of any such notice.



	(b)
	All
prepayments under this Agreement shall be made with accrued interest on the amount prepaid. No premium or penalty is payable in respect of any prepayment except for Broken Funding
Costs.



	(c)
	The
Majority Lenders may agree a shorter notice period for a voluntary prepayment or a voluntary cancellation.



	(d)
	No
prepayment or cancellation is allowed except in accordance with the express terms of this Agreement.



	(e)
	No
amount of the Total Commitments cancelled under this Agreement may subsequently be reinstated. 



14





 





8.     INTEREST  


8.1    Calculation of interest  



	(a)
	The
rate of interest on each Loan for each Term shall be STIBOR increased with the applicable Margin.The applicable Margin shall be:



	(i)
	3.00
per cent per annum;



	(ii)
	1.50
per cent per annum, provided that the ratio of Net Debt to EBITDA is 2.0 or less according to the latest Consolidated Accounts;
or



	(iii)
	0.30
per cent per annum for an amount of the Loan equivalent to the amount standing to the credit of the Cash Collateral Account.






	(b)
	The
Margin set out in (a)(ii) above shall only apply to Loans disbursed after the later of (i) June 30, 2003 and (ii) the date falling ten
(10) Business Days after the date on which the Consolidated Accounts, evidencing such Net Debt to EBITDA ratio, was received by the Facility Agent. 




8.2    Payment of interest  


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


8.3    Default Interest  



	(a)
	The
Borrower shall pay default interest on overdue amounts at a rate determined by the Facility Agent to be two (2) per cent per
annum above the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan. For this purpose, the Facility
Agent may (acting reasonably):



	(i)
	select
successive Terms of any duration of up to three months; and



	(ii)
	determine
the appropriate Rate Fixing Day for that Term.






	(b)
	Default
interest (if unpaid) will be compounded with that overdue amount at the end of each of its Terms (determined in accordance with (a)(i) above). 




9.     TERMS  


9.1    Selection  



	(a)
	The
Borrower shall select the Term for a Loan in the relevant Drawdown Request.



	(b)
	Subject
to the provisions of this Agreement, each Term for a Loan will be one, two, three or six months or any other period agreed by the Borrower and the Facility Agent. 




9.2    Final Maturity Date  


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


15





 



10.   MARKET DISRUPTION  


10.1    Failure of a Reference Bank to supply a rate  



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


10.2    Market disruption  



	(a)
	In
this Clause, each of the following events is a market disruption event:



	(i)
	STIBOR
is to be calculated by reference to the Reference Banks but no, or only one, Reference Bank supplies a rate by 12.00 noon (local time) on the Rate Fixing Day; or



	(ii)
	the
Facility Agent receives by close of business on the Rate Fixing Day notification from Lenders whose shares in the relevant Loan exceed 30 per cent. of that Loan that the cost to
them of obtaining matching deposits in the relevant interbank market is in excess of STIBOR for the relevant Term.






	(b)
	The
Facility Agent shall promptly notify the Borrower and the Lenders of a market disruption event.



	(c)
	After
notification under paragraph (b) above, the rate of interest on each Lender's share in the affected Loan for the relevant Term will be the aggregate of the applicable:



	(i)
	Margin;
and



	(ii)
	the
rate notified to the Facility Agent by that Lender as soon as practicable, and in any event before interest is due to be paid in respect of that Term, to be that which expresses
as a percentage rate per annum the cost to that Lender of funding its share in that Loan from whatever source it may reasonably select. 









10.3    Alternative basis of interest or funding  



	(a)
	If
a market disruption event occurs and the Facility Agent or the Borrower so requires, the Borrower and the Facility Agent shall enter into negotiations for a period of not more than
30 days with a view to agreeing an alternative basis for determining the rate of interest and/or funding for the affected Loan and any future Loan.



	(b)
	Any
alternative basis agreed will be, with the prior consent of all the Lenders, binding on all the Parties. 




11.   TAXES  


11.1    Tax Gross-Up  



	(a)
	The
Borrower shall make all payments to be made by it under the Finance Documents without any Tax Deduction, unless required by law.



	(b)
	If
the Borrower is, or becomes, obliged to make a Tax Deduction (or an increased Tax Deduction), it shall promptly notify the Facility Agent. The Facility Agent, upon receipt of such
notice, shall promptly notify the relevant Lenders.



	(c)
	The
Borrower shall, if and to the extent a Tax Deduction is required by law, increase the amount of the payment (subject to such Tax Deduction) with an amount which (after Tax
Deduction) leaves an amount equal to the payment which would have been received if no Tax Deduction had been required. 



16





 



	(d)
	The
Borrower shall, if obliged to make a Tax Deduction or a separate payment to the relevant taxing authority, deliver to the Facility Agent evidence satisfactory that the Tax
Deduction or such payment to the relevant taxing authority has been duly paid. 




11.2    Tax indemnity  



	(a)
	Except
as provided below, the Borrower shall indemnify a Finance Party against any loss or liability which that Finance Party (in its absolute discretion) determines will be or has
been suffered (directly or indirectly) by that Finance Party for or on account of Tax in relation to a payment received or receivable (or any payment deemed to be received or receivable) under a
Finance Document.



	(b)
	Paragraph (a)
above does not apply to any Tax assessed on a Finance Party under the laws of the jurisdiction in which:



	(i)
	that
Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or



	(ii)
	that
Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction, 








if
that Tax is imposed on or calculated by reference to the net income received or receivable by that Finance Party. However, any payment deemed to be received or receivable, including any amount
treated as income but not actually received by the Finance Party, such as a Tax Deduction, will not be treated as net income received or receivable for this purpose. 



	(c)
	A
Finance Party making, or intending to make, a claim under paragraph (a) above shall notify the Borrower of the event which will give, or has given, rise to the claim. 




11.3    Tax Credit  


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



	(a)
	a
Tax Credit is attributable to that Tax Payment; and



	(b)
	it
has used and retained that Tax Credit, 




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


11.4 Stamp and Value added taxes  



	(a)
	The
Borrower shall pay and indemnify each Finance Party against any stamp duty, registration or other similar Tax payable in connection with the entry into, performance or enforcement
of any Finance Document, except for any such Tax payable in connection with the entry into of a Transfer Certificate. 



17











  



	(b)
	Any
amount (including costs and expenses) payable under a Finance Document by the Borrower is exclusive of any value added tax or any other Tax of a similar nature which might be
chargeable in connection with that amount. If any such Tax is chargeable, the Borrower shall pay to the Finance Party (in addition to and at the same time as paying that amount) an amount equal to the
amount of that Tax.



	(c)
	The
obligation of the Borrower under sub-clauses (a) and (b) above will be reduced to the extent that the Finance Party determines (acting reasonably) that
it is entitled to repayment or a credit in respect of the relevant Tax. 




12.   INCREASED COSTS  


12.1 Increased Costs  



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



	(a)
	the
introduction of, or any change in, or any change in the interpretation or application of, any law or regulation; or



	(b)
	compliance
with any law or regulation; 






made
after the date of this Agreement. 


12.2 Exceptions  


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



	(a)
	compensated
for under another Clause or would have been but for an exception to that Clause;



	(b)
	a
tax on the overall net income of a Finance Party or any of its Affiliates; or



	(c)
	attributable
to a Finance Party or its Affiliate wilfully failing to comply with any law or regulation. 




12.3 Claims  


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


13.   MITIGATION  


13.1 Mitigation  



	(a)
	Each
Finance Party shall, in consultation with the Borrower, take reasonable steps to mitigate any circumstances which arise and which result or would result in:



	(i)
	any
Tax Payment or Increased Cost being payable to that Finance Party;



	(ii)
	that
Finance Party being able to exercise any right of prepayment and/or cancellation under this Agreement by reason of illegality; or



	(iii)
	that
Finance Party incurring any cost of complying with the minimum reserve requirements (if any) of a relevant Central Bank, 







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


18





 



	(b)
	The
Borrower shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of any step taken by it under this Subclause.



	(c)
	A
Finance Party is not obliged to take any step under this Subclause if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it. 




13.2 Finance Parties  


        The provisions of this Agreement will not: 



	(a)
	interfere
with the right of any Finance Party to arrange its affairs (Tax or otherwise) in whatever manner it thinks fit;



	(b)
	oblige
any Finance Party to investigate or claim any credit, relief, remission or repayment available to it in respect of Tax or the extent, order and manner of any claim; or



	(c)
	oblige
any Finance Party to disclose any information relating to its affairs (Tax or otherwise) or any computation in respect of Tax. 




14.   PAYMENTS  



14.1 Place  


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


14.2 Funds  


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


14.3 Distribution  



	(a)
	Each
payment received by the Facility Agent under the Finance Documents for another Party shall, except as provided below, be made available by the Facility Agent to that Party by
payment (as soon as practicable after receipt) to its account with such office or bank as it may notify to the Facility Agent for this purpose by not less than five Business Days' prior notice.



	(b)
	The
Facility Agent may apply any amount received by it for the Borrower in or towards payment (as soon as practicable after receipt) of any amount due from the Borrower under the
Finance Documents or in or towards the purchase of any amount of any currency to be so applied.



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



19





 





14.4 Currency  



	(a)
	Interest
is payable in SEK.



	(b)
	A
repayment or prepayment of any principal amount is payable in SEK on its due date.



	(c)
	Amounts
payable in respect of costs and expenses are payable in the currency in which they are incurred.



	(d)
	Each
other amount payable under the Finance Documents is payable in SEK. 




14.5 No set-off or counterclaim  


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


14.6 Business Days  



	(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 will instead be the next Business Day in the same calendar month
(if there is one) or the preceding Business Day (if there is not) or such other day the Facility Agent determines is market practice.



	(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. 




14.7 Partial payments  



	(a)
	If
any Administrative Party receives a payment insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Administrative Party
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
Administrative Parties under the Finance Documents;



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



	(iii)
	thirdly, in or towards payment pro rata of any principal amount 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)
	The
Facility Agent shall, if so directed by all the Lenders, vary the order set out in sub-paragraphs (a)(ii) to (iv) above. 




15.   REPRESENTATIONS & WARRANTIES  



15.1 Representations & Warranties  


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


15.2 Status  



	(a)
	It
is a limited liability company, duly incorporated and validly existing under the laws of the Kingdom of Sweden. 



20





 



	(b)
	It
and each of its Subsidiaries 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 authorise the entry into and performance of, the Finance Documents to which it
is or will be a party and the transactions contemplated by those Finance Documents. 



15.4 Validity  


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


15.5 Non-conflict  


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



	(a)
	any
law or regulation applicable to it;



	(b)
	its
or any of its Subsidiaries' constitutional documents; or



	(c)
	any
document which is binding upon it or any of its Subsidiaries or any of its or its Subsidiaries' assets. 




15.6 No default  



	(a)
	No
Event of Default is outstanding or will result from the execution of, or the performance of any transaction contemplated by, any Finance Document; and



	(b)
	No
other event is outstanding which constitutes a default under any document which is binding on it or any of its Subsidiaries or any of its or its Subsidiaries' assets to an extent
or in a manner which could reasonably be expected to have a Material Adverse Effect. 




15.7 Material Agreements  


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



15.8 No guarantees  


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


15.9 Authorisations  



	(a)
	All
authorisations required by it in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, the Finance Documents have been
obtained or effected (as appropriate) and are in full force and effect. 



21





 



	(b)
	It
is not necessary under the laws of the Kingdom of Sweden:



	(i)
	in
order to enable any Finance Party to enforce its rights under any Finance Document; or



	(ii)
	by
reason only of the execution of any Finance Document or the performance by it of its obligations under any Finance Document, 






that
any Finance Party should be licensed, qualified or otherwise entitled to carry on business in Sweden; and 


	(c)
	No
Finance Party is or will be deemed to be resident, domiciled or carrying on business in Sweden by reason only of the execution, performance and/or enforcement of any Finance
Document. 




15.10 Consolidated Accounts  



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



	(a)
	have
been prepared in accordance with Swedish GAAP; and



	(b)
	fairly
represent its consolidated financial condition as at the date to which they were drawn up, 




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



15.11 Material adverse change  


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


15.12 Borrower's business  


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


15.13 Encumbrances  


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



15.14 Indebtedness  


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


15.15 Litigation  


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



15.16 Base Case  


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


22





 



15.17 Valuation Report  


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



15.18 Pari passu  


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


15.19 Taxes  


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


15.20 Immunity  



	(a)
	The
execution by it of each Finance Document constitutes, and the exercise by it of its rights and performance of its obligations under each Finance Document will constitute, private
and commercial acts performed for private and commercial purposes; and



	(b)
	it
will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in Sweden in relation to any Finance Document. 




15.21 Ownership of Assets  


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


15.22 Competition Clearance  



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


15.23 Times for making representations  



	(a)
	The
representations set out in this Clause are made by the Borrower on the date of this Agreement.



	(b)
	Unless
a representation is expressed to be given at a specific date, each representation is deemed to be repeated by the Borrower on the date of each drawing and the first day of each
Term.



	(c)
	When
a representation is repeated, it is applied to the circumstances existing at the time of repetition. 



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16.   INFORMATION COVENANTS  


16.1 Financial statements  



	(a)
	The
Borrower shall supply to the Facility Agent in sufficient copies for all the Lenders:



	(i)
	the
audited consolidated financial accounts of the Group for each of its financial years;



	(ii)
	the
audited unconsolidated financial statements of the Borrower for each of its financial years; and



	(iii)
	the
quarterly reports of the Group.






	(b)
	All
financial statements shall be supplied as soon as they are available and:



	(i)
	in
the case of the Group's audited consolidated financial statements, within 150 days;



	(ii)
	in
the case of the Borrower's audited unconsolidated financial statements, within 150 days; and



	(iii)
	in
the case of the Group's quarterly reports, within 30 days, except for the second quarters' report which should be supplied within 60 days, 






of
the end of the relevant financial period. 





16.2 Form of financial statements  



	(a)
	The
Borrower ensures that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial
condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up.



	(b)
	The
Borrower shall notify the Facility Agent of any change to the basis on which its audited consolidated financial statements are prepared.



	(c)
	If
requested by the Facility Agent, the Borrower shall supply to the Facility Agent:



	(i)
	a
full description of any change notified under paragraph (b) above; and



	(ii)
	sufficient
information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis
and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement.






	(d)
	If
requested by the Facility Agent, the Borrower shall enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made
to this Agreement to place the Borrower and the Lenders in the same position as they would have been in if the change had not happened. Any agreement between the Borrower and the Facility Agent will
be, with the prior consent of the Majority Lenders, binding on all the Parties.



	(e)
	If
no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Borrower shall supply with each set of the financial statements another
set of the financial statements prepared on the same basis as the Original Accounts. 




16.3 Compliance Certificate  



	(a)
	The
Borrower shall supply to the Facility Agent a Compliance Certificate with each set of its financial statements sent to the Facility Agent under this Agreement. 



24





 



	(b)
	A
Compliance Certificate shall be signed by two authorised signatories of the Borrower. 




16.4 Information—miscellaneous  


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



	(a)
	copies
of all documents despatched by the Borrower to its shareholders (or any class of them) or its creditors generally or any class of them at the same time as they are despatched;



	(b)
	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; and



	(c)
	promptly
on request, such further information regarding the financial condition and operations of the Group as any Finance Party through the Facility Agent may reasonably request. 




16.5 Notification of Default  



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



	(b)
	Promptly
on request by the Facility Agent, the Borrower shall supply to the Facility Agent a certificate, signed by two of its authorised signatories on its behalf, 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. 




17.   FINANCIAL COVENANTS  


17.1 Net Debt to EBITDA  


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



	Column A
 
	 	Column B

	Each Quarter Date from 31st December 2002 until 30th June 2003	 	2,5
	Each Quarter Date from 30th September 2003 until 30th June 2004	 	2,0
	Each Quarter Date from 30th September 2004 until 30th September 2005	 	1,5






17.2 Cash Generated for Financing to Debt Service  


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


17.3 Maximum Capital Expenditure  



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


18.   GENERAL COVENANTS  


18.1 General  


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


25





 



18.2 Authorisations  


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



18.3 Compliance with laws  


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


18.4 Pari passu ranking  


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


18.5 Negative pledge  



	(a)
	Except
as provided below, no member of the Group may create or allow to exist any Encumbrance on any of its assets.



	(b)
	Paragraph (a)
does not apply to:



	(i)
	Encumbrances
arising by operation of law and in the ordinary course of trading;



	(ii)
	Encumbrances
over credit balances on bank accounts granted solely for the purpose of the operation of clearing bank accounts on a gross and net balance basis;



	(iii)
	Encumbrances
existing over assets (including the assets of Subsidiaries) acquired after the date of this Agreement provided that such Encumbrances are not created in contemplation
of such acquisition and are discharged within six (6) months of such acquisition taking place;



	(iv)
	Encumbrances
over any leased Assets permitted under this Agreement;



	(v)
	Encumbrances
arising out of title retention provisions in a supplier's standard conditions of supply of goods where the goods in question are supplied on credit and are acquired by
the relevant member of the Group in the ordinary course of trading; or



	(vi)
	any
other Encumbrances provided the aggregate amount of Indebtedness secured does not exceed SEK 5,000,000 or its equivalent. 







18.6 Disposal of Assets  



	(a)
	Except
as provided below, no member of the Group may, either in a single transaction or in a series of transactions and whether related or not, dispose of all or any part of its
Assets.



	(b)
	Paragraph (a)
does not apply to:



	(i)
	any
disposal approved by the Facility Agent;



	(ii)
	disposals
of assets in the ordinary course of business;



	(iii)
	any
Disposal of Assets on arms length's term for fair market value;



	(iv)
	the
exchange of assets for other assets of same or superior type, quality and value;



	(v)
	disposals
of assets between members of the Group; 






26











  




	(vi)
	any
disposals of assets which are obsolete or which are no longer required for the purpose of the relevant member of the Group's business or operations; and



	(vii)
	any
other Disposal of Assets in an amount not exceeding SEK 5,000,000 for any calendar year. 





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


18.7    Indebtedness  



	(a)
	The
Borrower may not incur any Indebtedness other than the Indebtedness listed below:



	(i)
	any
Indebtedness incurred under a Finance Document;



	(ii)
	any
Indebtedness incurred as Subordinated Debt;



	(iii)
	any
Indebtedness incurred as Acquisition Debt;



	(iv)
	any
Indebtedness incurred under any derivative transaction protecting against or benefiting from the fluctuations in any rate or price entered into in accordance with
Clause 18.9;



	(v)
	any
Indebtedness owing by the Borrower to another member of the Group;



	(vi)
	any
Indebtedness incurred in relation to finance lease, hire purchase and conditional sale arrangements entered into by the Borrower in an aggregate amount not to exceed SEK
5,000,000 or its equivalent; and



	(vii)
	any
Indebtedness other than as set out in (i) to (v) above incurred by the Borrower in an aggregate amount not to exceed SEK 5,000,000 at any time.






	(b)
	The
members of the Group (other than the Borrower), may not incur any Indebtedness other than the Indebtedness listed below:



	(i)
	any
Indebtedness of any person acquired by a member of the Group which is incurred under arrangements in existence at the date of acquisition, but only for a period of three
(3) months from the date of acquisition;



	(ii)
	any
Indebtedness owing by a member of the Group to the Borrower;



	(iii)
	any
Indebtedness incurred in relation to finance lease, hire purchase and conditional sale arrangements entered into by the members of the Group in an aggregate amount (for all such
members of the Group (other than the Borrower)) not to exceed SEK 5,000,000 or its equivalent; and



	(iv)
	any
Indebtedness other than as set out in (i) to (iii) above incurred by the members of the Group in an aggregate amount (for all such members of the Group (other than
the Borrower)) not to exceed SEK 5,000,000 or its equivalent. 









18.8    Change of business  


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


18.9    Hedging etc.  


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


27





 



18.10    Acquisition Agreement  



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


18.11    Additional Security  


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



18.12    Dividends  


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


18.13    Mergers  


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


18.14    Transfer of rights under Distribution Agreements  



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


18.15    Insurance  


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


19.   DEFAULT  


19.1    Events of Default  


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


19.2    Non-payment  


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


28





 



19.3    Breach of other obligations  



	(a)
	The
Borrower or the Guarantor does not comply with any other term of the Finance Documents not already referred to in this Clause, unless the non-compliance is capable of
remedy; and is remedied within thirty (30) days of the earlier of the Facility Agent giving notice and the Obligor becoming aware of the non-compliance.



	(b)
	If
any equity and/or Subordinated Debt have been provided to the Borrower on or before the date the quarterly reports of the Group shall be provided under
Clause 16.1 (b) (iii) in respect of any calculation period, such equity and/or Subordinated Debt shall be added to EBITDA when making the calculations set out in Clause 17
for the immediately preceding period. However, should this Clause be applicable then such information as shall be delivered by the Borrower in accordance with Clause 16 shall be delivered in
two different versions, one where the equity and/or Subordinated Debt in question is included in the calculation and one where such equity and/or Subordinated Debt is not included in the calculations. 




19.4    Misrepresentation  


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


19.5    Cross-default  


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



	(a)
	any
of its Indebtedness is not paid when due (after the expiry of any originally applicable grace period);



	(b)
	any
of its Indebtedness:



	(i)
	becomes
prematurely due and payable;



	(ii)
	is
placed on demand; or



	(iii)
	is
capable of being declared by a creditor to be prematurely due and payable or being placed on demand, 








in
each case, as a result of an event of default (howsoever described); or 



	(c)
	any
commitment for its Indebtedness is cancelled or suspended as a result of an event of default (howsoever described), 




unless
the aggregate amount of Indebtedness falling within paragraphs (a)-(c) above is less than SEK 5,000,000 or its equivalent with respect to a member of the Group and SEK 25,000,000 or its
equivalent with respect to the Guarantor. 




19.6    Finance Documents  


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


29





 



19.7    Insolvency  



	(a)
	Any
of the following occurs in respect of a member of the Group or the Guarantor:



	(i)
	it
is, or is deemed for the purposes of any law to be, unable to pay its debts as they fall due or insolvent;



	(ii)
	it
admits its inability to pay its debts as they fall due;



	(iii)
	it
suspends making payments on any of its debts or announces an intention to do so;



	(iv)
	by
reason of actual or anticipated financial difficulties, it begins negotiations with any creditor for the rescheduling of any of its indebtedness; or



	(v)
	a
moratorium is declared in respect of any of its indebtedness. 






If
a moratorium occurs in respect of any member of the Group, the ending of the moratorium will not remedy any Event of Default caused by the moratorium. 



	(b)
	Except
as provided below, any of the following occurs in respect of a member of the Group or the Guarantor:



	(i)
	any
step is taken with a view to a bankruptcy, reorganisation, composition, assignment or similar arrangement with any of its creditors;



	(ii)
	a
meeting of it is convened for the purpose of considering any resolution for (or to petition for) its winding-up, administration or dissolution or any such resolution is
passed;



	(iii)
	any
person presents a petition for its winding-up, administration or dissolution;



	(iv)
	an
order for its winding-up, administration or dissolution is made;



	(v)
	any
liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer is appointed in respect of it or any
of its assets;



	(vi)
	its
directors or other officers request the appointment of a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver,
administrator or similar officer; or



	(vii)
	any
other analogous step or procedure is taken in any jurisdiction.






	(c)
	Paragraph (b)
does not apply to a petition for winding-up presented by a creditor which is being contested in good faith and with due diligence and is discharged or
struck out within sixty (60) days or a petition which is frivolous or vexatious and which is discharged not later than two (2) Business Days prior to its hearing. 




19.8    Creditors' process  


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


19.9    Change of Control  


        A Change of Control occurs. 


30





 



19.10    Cessation of business  


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



19.11    Effectiveness of Finance Documents  



	(a)
	It
is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents.



	(b)
	Any
Finance Document is not effective or is alleged by an Obligor to be ineffective for any reason.



	(c)
	An
Obligor repudiates a Finance Document or evidences an intention to repudiate a Finance Document. 




19.12    Ownership of the Target  


        The Target ceases to be a Subsidiary of the Borrower. 


19.13    Termination of the Distribution Agreements  


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


19.14    Material adverse change  



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


19.15    Acceleration  


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



	(a)
	cancel
the Total Commitments; and/or



	(b)
	declare
that all or part of any amounts outstanding under the Finance Documents are:



	(i)
	immediately
due and payable; and/or



	(ii)
	payable
on demand by the Facility Agent acting on the instructions of the Majority Lenders. 






Any
notice given under this Subclause will take effect in accordance with its terms. 




20.   THE ADMINISTRATIVE PARTIES  


20.1    Appointment and duties of the Facility Agent  



	(a)
	Each
Finance Party (other than the Facility Agent) irrevocably appoints the Facility Agent to act as its agent under the Finance Documents.



	(b)
	Each
Finance Party irrevocably authorises the Facility Agent to:



	(i)
	perform
the duties and to exercise the rights, powers and discretions that are specifically given to it under the Finance Documents, together with any other incidental rights, powers
and discretions; and



	(ii)
	execute
each Finance Document expressed to be executed by the Facility Agent. 






31





 



	(c)
	The
Facility Agent has only those duties which are expressly specified in the Finance Documents. Those duties are solely of a mechanical and administrative nature. 




20.2    Role of the Arranger  


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



20.3    No fiduciary duties  


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


20.4    Individual position of an Administrative Party  



	(a)
	If
it is also a Lender, each Administrative Party has the same rights and powers under the Finance Documents as any other Lender and may exercise those rights and powers as though it
were not an Administrative Party.



	(b)
	Each
Administrative Party may:



	(i)
	carry
on any business with any Obligor or its related entities (including acting as an agent or a trustee for any other financing); and



	(ii)
	retain
any profits or remuneration it receives under the Finance Documents or in relation to any other business it carries on with any Obligor or its related entities. 







20.5    Reliance  


        The Facility Agent may: 



	(a)
	rely
on any notice or document believed by it to be genuine and correct and to have been signed by, or with the authority of, the proper person;



	(b)
	rely
on any statement made by any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify;



	(c)
	engage,
pay for and rely on professional advisers selected by it (including those representing a Party other than the Facility Agent); and



	(d)
	act
under the Finance Documents through its personnel and agents. 




20.6    Majority Lenders' instructions  



	(a)
	The
Facility Agent is fully protected if it acts on the instructions of the Majority Lenders in the exercise of any right, power or discretion or any matter not expressly provided for
in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of instructions, the Facility Agent may act as it considers to be in
the best interests of all the Lenders.



	(b)
	The
Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings in connection with any
Finance Document. 



32





 



	(c)
	The
Facility Agent may require the receipt of security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in
complying with the instructions of the Majority Lenders. 




20.7    Responsibility  



	(a)
	No
Administrative Party is responsible to any other Finance Party for the adequacy, accuracy or completeness of:



	(i)
	any
Finance Document or any other document; or



	(ii)
	any
statement or information (whether written or oral) made in or supplied in connection with any Finance Document.






	(b)
	Without
affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms that it:



	(i)
	has
made, and will continue to make, its own independent appraisal of all risks arising under or in connection with the Finance Documents (including the financial condition and
affairs of each Obligor and its related entities and the nature and extent of any recourse against any Party or its assets); and



	(ii)
	has
not relied exclusively on any information provided to it by any Administrative Party in connection with any Finance Document. 







20.8    Exclusion of liability  



	(a)
	The
Facility Agent is not liable or responsible to any other Finance Party for any action taken or not taken by it in connection with any Finance Document, unless directly caused by
its gross negligence or wilful misconduct.



	(b)
	No
Party may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any
act or omission of any kind by that officer, employee or agent in connection with any Finance Document. 




20.9    Default  



	(a)
	The
Facility Agent is not obliged to monitor or enquire whether a Default has occurred. The Facility Agent is not deemed to have knowledge of the occurrence of a Default.



	(b)
	If
the Facility Agent:



	(i)
	receives
notice from a Party referring to this Agreement, describing a Default and stating that the event is a Default; or



	(ii)
	is
aware of the non-payment of any principal or interest or any fee payable to a Lender under this Agreement, 






it
shall promptly notify the Lenders. 





20.10    Information  



	(a)
	The
Facility Agent shall promptly forward to the person concerned the original or a copy of any document which is delivered to the Facility Agent by a Party for that person. 



33





 



	(b)
	Except
where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it
forwards to another Party.



	(c)
	Except
as provided above, the Facility Agent has no duty:



	(i)
	either
initially or on a continuing basis to provide any Lender with any credit or other information concerning the risks arising under or in connection with the Finance Documents
(including any information relating to the financial condition or affairs of any Obligor or its related entities or the nature or extent of recourse against any Party or its assets) whether coming
into its possession before, on or after the date of this Agreement; or



	(ii)
	unless
specifically requested to do so by a Lender in accordance with a Finance Document, to request any certificate or other document from any Obligor.






	(d)
	In
acting as the Facility Agent, the agency division of the Facility Agent is treated as a separate entity from its other divisions and departments. Any information acquired by the
Facility Agent which, in its opinion, is acquired by it otherwise than in its capacity as the Facility Agent may be treated as confidential by the Facility Agent and will not be treated as information
possessed by the Facility Agent in its capacity as such.



	(e)
	The
Facility Agent is not obliged to disclose to any person any confidential information supplied to it by a member of the Group or the Guarantor solely for the purpose of evaluating
whether any waiver or amendment is required to any term of the Finance Documents.



	(f)
	Each
Obligor irrevocably authorises the Facility Agent to disclose to the other Finance Parties any information which, in its opinion, is received by it in its capacity as the
Facility Agent. 




20.11    Indemnities  



	(a)
	Without
limiting the liability of any Obligor under the Finance Documents, each Lender shall indemnify the Facility Agent for that Lender's Pro Rata Share of any loss or liability
incurred by the Facility Agent in acting as the Facility Agent, except to the extent that the loss or liability is caused by the Facility Agent's gross negligence or wilful misconduct.



	(b)
	The
Facility Agent may deduct from any amount received by it for a Lender any amount due to the Facility Agent from that Lender under a Finance Document but unpaid. 




20.12    Compliance  


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



20.13    Resignation of the Facility Agent  



	(a)
	The
Facility Agent may resign and appoint any of its Affiliates as successor Facility Agent by giving notice to the Lenders and the Borrower.



	(b)
	Alternatively,
the Facility Agent may resign by giving notice to the Lenders and the Borrower, in which case the Majority Lenders may appoint a successor Facility Agent. 



34





 



	(c)
	If
no successor Facility Agent has been appointed under paragraph (b) above within 30 days after notice of resignation was given, the Facility Agent may appoint a
successor Facility Agent.



	(d)
	The
person(s) appointing a successor Facility Agent shall, if practicable, consult with the Borrower prior to the appointment.



	(e)
	The
resignation of the Facility Agent and the appointment of any successor Facility Agent will both become effective only when the successor Facility Agent notifies all the Parties
that it accepts its appointment. On giving the notification, the successor Facility Agent will succeed to the position of the Facility Agent and the term "Facility Agent" will mean such successor
Facility Agent.



	(f)
	The
retiring Facility Agent shall, at its own cost, make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility
Agent may reasonably request for the purposes of performing its functions as the Facility Agent under the Finance Documents.



	(g)
	Upon
its resignation becoming effective, this Clause will continue to benefit the retiring Facility Agent in respect of any action taken or not taken by it in connection with the
Finance Documents while it was the Facility Agent, and, subject to paragraph (f) above, it will have no further obligations under any Finance Document.



	(h)
	The
Majority Lenders may, by notice to the Facility Agent, require it to resign under paragraph (b) above. 




20.14    Relationship with Lenders  



	(a)
	The
Facility Agent may treat each Lender as a Lender, entitled to payments under this Agreement and as acting through its Facility Office(s) until it has received not less than five
Business Days' prior notice from that Lender to the contrary.



	(b)
	The
Facility Agent may at any time, and shall if requested to do so by the Majority Lenders, convene a meeting of the Lenders.



	(c)
	The
Facility Agent shall keep a register of all the Parties and supply any other Party with a copy of the register on request. The register will include each Lender's Facility
Office(s) and contact details for the purposes of this Agreement. 






20.15    Facility Agent's management time  


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


35









   20.16    Notice period  


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


21.   EVIDENCE  



 Accounts etc  


	(a)
	Accounts
maintained by a Finance Party in connection with this Agreement are prima facie evidence of the matters to which they relate for the purpose of any litigation or arbitration
proceedings.



	(b)
	Any
certification or determination by a Finance Party of a rate or amount under the Finance Documents will be, in the absence of manifest error, conclusive evidence of the matters to
which it relates. 




22.   FEES  


22.1    Facility Agent's fee  


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


22.2    Arrangement fee  


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



22.3    Commitment fee  



	(a)
	From
the date of this Agreement, the Borrower shall pay a commitment fee computed at the rate of fifty (50) per cent per annum
of the applicable Margin on the undrawn, uncancelled amount of Total Commitment.



	(b)
	Accrued
commitment fee is payable quarterly in arrears. Accrued commitment fee is also payable to the Facility Agent for a Lender on the date its Commitment is cancelled. 




23.   INDEMNITIES AND BROKEN FUNDING COSTS  


23.1    Currency indemnity  


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



	(a)
	that
Finance Party receiving an amount in respect of its liability under the Finance Documents; or



	(b)
	that
liability being converted into a claim, proof, judgment or order, 



in
a currency other than the currency in which the amount is expressed to be payable under the relevant Finance Document. 




23.2    Other indemnities  



	(a)
	The
Borrower shall indemnify each Finance Party against any loss or liability which that Finance Party incurs as a consequence of:



	(i)
	the
occurrence of any Event of Default; 






36





 


	(ii)
	any
failure by it to pay any amount due under a Finance Document on its due date, including any resulting from any distribution or redistribution of any amount among the Lenders
under this Agreement;



	(iii)
	(other
than by reason of negligence or default by that Finance Party) a Loan not being made after a Drawdown Request has been delivered for that Loan; or



	(iv)
	a
Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment.






	(b)
	The
Borrower shall indemnify the Facility Agent against any loss, cost or liability incurred by the Facility Agent as a result of:



	(i)
	investigating
any event which the Facility Agent reasonably believes to be a Default; or



	(ii)
	acting
or relying on any notice which the Facility Agent reasonably believes to be genuine, correct and appropriately authorised. 







23.3    Broken Funding Costs  



	(a)
	Each
Borrower shall pay to each Lender its Broken Funding Costs.



	(b)
	Broken
Funding Costs are the amount (if any) determined by the relevant Lender by which:



	(i)
	the
interest which that Lender would have received for the period from the date of receipt of any part of its share in a Loan or an overdue amount to the last day of the applicable
Term for that Loan or overdue amount if the principal or overdue amount received had been paid on the last day of that Term; 








exceeds



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






	(c)
	Each
Lender shall supply to the Facility Agent for the relevant Borrower details of the amount of any Broken Funding Costs claimed by it under this Subclause. 




24.   EXPENSES  


24.1    Initial costs  


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


24.2    Subsequent costs  


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



	(a)
	the
negotiation, preparation, printing and execution of any Finance Document (other than a Transfer Certificate) executed after the date of this Agreement; and



	(b)
	any
amendment, waiver or consent requested by or on behalf of the Borrower or specifically allowed by this Agreement. 



37





 





24.3    Enforcement costs  


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


25.   AMENDMENTS AND WAIVERS  


25.1    Procedure  



	(a)
	Except
as provided in this Clause, any term of the Finance Documents may be amended or waived with the agreement of the Borrower and the Majority Lenders. The Facility Agent may
effect, on behalf of any Finance Party, an amendment or waiver allowed under this Clause.



	(b)
	The
Facility Agent shall promptly notify the other Parties of any amendment or waiver effected by it under paragraph (a) above. Any such amendment or waiver is binding on all
the Parties. 




25.2    Exceptions  



	(a)
	An
amendment or waiver which relates to:



	(i)
	the
definition of Majority Lenders in Clause 1.1 (Definitions);



	(ii)
	an
extension of the date of payment of any amount to a Lender under the Finance Documents;



	(iii)
	a
reduction in the Margin or a reduction in the amount of any payment of principal, interest, fee or other amount payable to a Lender under the Finance Documents;



	(iv)
	an
increase in, or an extension of, a Commitment or the Total Commitments;



	(v)
	a
term of a Finance Document which expressly requires the consent of each Lender;



	(vi)
	the
right of a Lender to assign or transfer its rights or obligations under the Finance Documents;



	(vii)
	the
security provided under the Security Documents; or



	(viii)
	this
Clause; 







may
only be made with the consent of all the Lenders. 


	(b)
	An
amendment or waiver which relates to the rights or obligations of an Administrative Party may only be made with the consent of that Administrative Party. 






25.3    Waivers and remedies cumulative  


        The rights of each Finance Party under the Finance Documents: 



	(a)
	may
be exercised as often as necessary;



	(b)
	are
cumulative and not exclusive of its rights under the general law; and



	(c)
	may
be waived only in writing. 




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


38





 



26.   CHANGES TO THE PARTIES  



26.1    Assignments and transfers by Obligors  


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


26.2    Assignments and transfers by Lenders  



	(a)
	A
Lender (the Existing Lender) may, subject to the following provisions of this Subclause, at any time assign or transfer any of its
rights and obligations under this Agreement to any other person (the New Lender) with the the prior written consent of the Borrower, such consent not to
be unreasonably withheld.



	(b)
	Unless
the Borrower and the Facility Agent otherwise agree, a transfer of part of a Commitment or the rights and obligations under this Agreement by the Existing Lender shall be in a
minimum amount of SEK 50,000,000.



	(c)
	A
transfer of obligations will be effective only if the New Lender duly executes the Transfer Certificate and pays the Fee set out in (d) below to the Facility Agent.



	(d)
	Unless
the Facility Agent otherwise agrees, the New Lender shall pay to the Facility Agent for its own account, on or before the date any assignment or transfer occurs, a fee of SEK
10,000.



	(e)
	Any
reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under this Agreement. 




26.3    Confirmation of a New Lender  



	(a)
	Each
New Lender confirms to the Existing Lender and the other Finance Parties that it:



	(i)
	has
made, and will continue to make, its own independent appraisal of all risks arising under or in connection with the Finance Documents (including the financial condition and
affairs of each Obligor and its related entities and the nature and extent of any recourse against any Party or its assets) in connection with its participation in this Agreement; and



	(ii)
	has
not relied exclusively on any information supplied to it by the Existing Lender in connection with any Finance Document. 







26.4    Costs resulting from change of Lender or Facility Office  


        If: 



	(a)
	a
Lender assigns or transfers any of its rights and obligations under the Finance Documents or changes its Facility Office; and



	(b)
	as
a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to pay a Tax Payment or an Increased Cost,



	(c)
	the
Borrower need only pay that Tax Payment or Increased Cost to the same extent that it would have been obliged to if no assignment, transfer or change had occurred. 




26.5    Affiliates of Lenders  



	(a)
	Each
Lender may fulfil its obligations in respect of any Loan through an Affiliate if:



	(i)
	the
relevant Affiliate is specified in this Agreement as a Lender or becomes a Lender by means of a Transfer Certificate in accordance with this Agreement; and 






39





 


	(ii)
	the
Loans in which that Affiliate will participate are specified in this Agreement or in a notice given by that Lender to the Facility Agent and the Borrower. 




In
this event, the Lender and the Affiliate will participate in Loans in the manner provided for in sub-paragraph (ii) above. 


	(b)
	If
paragraph (a) above applies, the Lender and its Affiliate will be treated as having a single Commitment and a single vote, but, for all other purposes, will be treated as
separate Lenders. 




27.   DISCLOSURE OF INFORMATION  



	(a)
	Each
Finance Party shall keep confidential any information supplied to it by or on behalf of any Obligor in connection with the Finance Documents. However, a Finance Party is entitled
to disclose information:



	(i)
	which
is publicly available, other than as a result of a breach by that Finance Party of this Clause;



	(ii)
	in
connection with any legal or arbitration proceedings;



	(iii)
	if
required to do so under any law or regulation;



	(iv)
	to
a governmental, banking, taxation or other regulatory authority;



	(v)
	to
its professional advisers;



	(vi)
	to
the extent allowed under paragraph (b) below; or



	(vii)
	with
the agreement of the Borrower.






	(b)
	A
Finance Party may disclose to an Affiliate or any person with whom it may enter, or has entered into, any kind of transfer, participation or other agreement in relation to this
Agreement (a participant):



	(i)
	a
copy of any Finance Document; and



	(ii)
	any
information which that Finance Party has acquired under or in connection with any Finance Document. 







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



28.   SET-OFF  


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


40





 



29.   PRO RATA SHARING  


29.1    Redistribution  


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



	(a)
	the
recovering Lender shall, within three Business Days, supply details of the recovery to the Facility Agent;



	(b)
	the
Facility Agent shall calculate whether the recovery is in excess of the amount which the recovering Lender would have received if the recovery had been received by the Facility
Agent under this Agreement; and



	(c)
	the
recovering Lender shall pay to the Facility Agent an amount equal to the excess (the redistribution). 






29.2    Effect of redistribution  



	(a)
	The
Facility Agent shall treat a redistribution as if it were a payment by the relevant Obligor under this Agreement and distribute it among the Lenders, other than the recovering
Lender, accordingly.



	(b)
	When
the Facility Agent makes a distribution under paragraph (a) above, the recovering Lender will be subrogated to the rights of the Finance Parties which have shared in that
redistribution.



	(c)
	If:



	(i)
	a
recovering Lender shall subsequently return a recovery, or an amount measured by reference to a recovery, to an Obligor; and



	(ii)
	the
recovering Lender has paid a redistribution in relation to that recovery, 






each
Finance Party shall reimburse the recovering Lender all or the appropriate portion of the redistribution paid to that Finance Party, together with interest for the period while it held the
re-distribution. In this event, the subrogation in paragraph (b) above will operate in reverse to the extent of the reimbursement. 




29.3    Exceptions  


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



	(a)
	it
would not, after the payment, have a valid claim against the relevant Obligor in the amount of the redistribution; or



	(b)
	it
would be sharing with another Finance Party any amount which the recovering Lender has received or recovered as a result of legal or arbitration proceedings, where:



	(i)
	the
recovering Lender notified the Facility Agent of those proceedings; and



	(ii)
	the
other Finance Party had an opportunity to participate in those proceedings but did not do so or did not take separate legal or arbitration proceedings as soon as reasonably
practicable after receiving notice of them. 






41





 





30.   SEVERABILITY  


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



	(a)
	the
legality, validity or enforceability in that jurisdiction of any other term of the Finance Documents; or



	(b)
	the
legality, validity or enforceability in other jurisdictions of that or any other term of the Finance Documents. 




31.   FORCE MAJEURE  


	31.1
	The Finance Parties 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 Finance Parties themselves take such measures, or are subject to such measures.



	31.2
	Any damage that may arise in other cases shall not be indemnified by the Finance Parties if they have observed normal care. The
Finance Parties shall not in any case be held responsible for any indirect damage. Should there be an obstacle as described above for the Finance Parties to take any action in compliance with any
Finance Document such action may be postponed until the obstacle has been removed. 



32.   NOTICES  


32.1    In writing  



	(a)
	Any
communication in connection with a Finance Document shall be in writing and, unless otherwise stated, may be given in person, by post, fax or email.



	(b)
	Unless
it is agreed to the contrary, any consent or agreement required under a Finance Document shall be given in writing. 






32.2    Contact details  



	(a)
	Except
as provided below, the contact details of each Party for all communications in connection with the Finance Documents are those notified by that Party for this purpose to the
Facility Agent on or before the date it becomes a Party.



	(b)
	The
contact details of the Borrower for this purpose are: 







	 	Address:	Metro Sweden Holding AB

c/o Metro International UK Ltd

4th Floor Leconfield House, Curzon Street

London W1J 5JA

United Kingdom
	 	Fax number:	+44 20 7493 3229
	 	Attention:	For the attention of the CEO
	 	 	 



42





 

	

 	

with a copy to Banque Invik:
	

 	

Address:	

Banque Invik

Luxembourg Filial

Skeppsbron 18

Box 2015

103 11 Stockholm
	 	Fax number:	+46 8 562 000 07
	 	Attention:	For the attention of the Branch Manager





	(c)
	The
contact details of the Facility Agent for this purpose are: 







	 	Address:	Nordea Bank Sweden AB (publ)

International Loan Administration, H 352

SE-105 71 Stockholm

Sweden
	 	Fax number:	+ 46 8 614 76 30
	 	Tel number:	+ 46 8 614 70 80





	(d)
	Any
Party may change its contact details by giving five Business Days' notice to the Facility Agent or (in the case of the Facility Agent) to the other Parties.



	(e)
	Where
a Party nominates a particular department or officer to receive a communication, a communication will not be effective if it fails to specify that department or officer. 




32.3    Effectiveness  



	(a)
	Except
as provided below, any communication in connection with a Finance Document will be deemed to be given as follows:



	(i)
	if
delivered in person, at the time of delivery;



	(ii)
	if
posted, five days after being deposited in the post, postage prepaid, in a correctly addressed envelope; and



	(iii)
	if
by fax or e-mail, when received in legible form.






	(b)
	A
communication given under paragraph (a) 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.



	(c)
	A
communication to the Facility Agent will only be effective on actual receipt by it. 




32.4    Language  


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



33.   GOVERNING LAW  


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


34.   ENFORCEMENT  


34.1    Jurisdiction  


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


43





 


	34.2
	The submission to the jurisdiction of Swedish Courts shall not limit the right of the Facility Agent or a Bank to take proceedings
against the Borrower in any court which may otherwise exercise jurisdiction of the Borrower or any of its assets. 



34.3    Waiver of immunity  


        The Borrower irrevocably and unconditionally: 



	(a)
	agrees
not to claim any immunity from proceedings brought by a Finance Party against it in relation to a Finance Document and to ensure that no such claim is made on its behalf; and



	(b)
	waives
all rights of immunity in respect of it or its assets. 










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








	Borrower	 	 	 
	

METRO SWEDEN HOLDING AB	
 	

 	

 
	

 	

 	
 	

 	

 
	By:	/s/  ANDERS FALLMAN      
	 	By:	/s/  PELLE TÖRNBERG      

	
Arranger	
 	

 	

 
	

NORDEA BANK SWEDEN AB	
 	

 	

 
	

 	

 	
 	

 	

 
	By:	/s/  AXEL BERNING      
	 	By:	/s/  MATS SANDMARK      

	
Original Lender	
 	

 	

 
	

NORDEA BANK SWEDEN AB	
 	

 	

 
	

 	

 	
 	

 	

 
	By:	/s/  AXEL BERNING      
	 	By:	/s/  MATS SANDMARK      

	
Facility Agent	
 	

 	

 
	

NORDEA BANK SWEDEN AB	
 	

 	

 
	

 	

 	
 	

 	

 
	By:	/s/  AXEL BERNING      
	 	By:	/s/  MATS SANDMARK      

	
Security Agent	
 	

 	

 
	

NORDEA BANK SWEDEN AB	
 	

 	

 
	

 	

 	
 	

 	

 
	By:	/s/  AXEL BERNING      
	 	By:	/s/  MATS SANDMARK      





44






  



 
 

SCHEDULE 1    
    



	Name of Original Lender
 
	 	Commitment in SEK

	Nordea Bank Sweden AB (publ)	 	400,000,000
	 	 	

	Total Commitment	 	400,000,000
	 	 	






45





 
 
 

SCHEDULE 2    
    
    CONDITIONS PRECEDENT DOCUMENTS    
    


TO BE DELIVERED BEFORE THE FIRST REQUEST  


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


	1.
	A
copy of the articles of association of each Obligor.



	2.
	A
copy of the certificate of registration of each Obligor.



	2.
	A
copy of a resolution of the board of directors of each Obligor approving the terms of, and the transactions contemplated by, the Finance Documents.



	3.
	A
specimen of the signature of each person authorised on behalf of each Obligor to execute the execution of any Finance Document or to sign or send any document or notice in connection
with any Finance Document.



	4.
	A
certificate of an authorised signatory of the Borrower certifying that each copy document specified in this Schedule is correct, complete and in full force and effect as at a date no
earlier than the date of this Agreement. 



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


	1.
	A
copy of the executed Acquisition Agreement.



	2.
	A
copy of each executed Distribution Agreement.



	3.
	A
copy of the executed Shareholders' Agreement.



	4.
	A
copy of the executed Intercreditor Agreement.



	5.
	A
copy of the executed Parent Guarantee.



	6.
	A
copy of the executed Parent Share Pledge Agreement.



	7.
	A
copy of the executed Borrower Share Pledge Agreement.



	8.
	A
copy of the executed Cash Collateral Account Pledge Agreement.



	9.
	A
copy of the executed Subordinated Note.



	10.
	A
copy of the executed Fee Letter. 





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


	1.
	A
legal opinion of Linklaters, legal advisers in Luxemburg to the Facility Agent, addressed to the Finance Parties.



	2.
	A
legal opinion of Advokatfirman Vinge KB, legal advisers in the Kingdom of Sweden to the Facility Agent, addressed to the Finance Parties. 


46





 

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


	1.
	A
copy of the Valuation Report addressed to the Facility Agent acting on behalf of the Lenders.



	2.
	A
copy of the Base Case.



	3.
	A
copy of a structure document including a group structure chart, corporate details and summary balance sheets of each member of the Group, details of existing Indebtedness and a cash
flow schedule in order for completion to occur.



	4.
	Legal
due diligence report prepared by Vinge.



	5.
	Tax
report prepared by PriceWaterhouseCoopers.



	6.
	Auditors
report prepared by Ernst & Young.



	7.
	A
copy of the Original Consolidated Accounts.



	8.
	A
copy of the management accounts for the Target for the period January 1, 2002 to March 31, 2002.



	9.
	Evidence
that all fees and expenses then due and payable from the Borrower under this Agreement have been or will be paid on or before the first Drawdown Date.



	10.
	Evidence
that the equity of the Borrower is not less than SEK 1,000,000.



	11.
	Evidence
that the Encumbrances to be created pursuant to the Security Documents have been duly perfected.



	12.
	A
copy of any other authorisation or other document, opinion or assurance which the Facility Agent has notified the Borrower is necessary or desirable 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. 


47






  



 
 

SCHEDULE 3    
    
    FORM OF BASE CASE    
    


48








  



 
 

SCHEDULE 4    
    
    FORM OF BORROWER SHARE PLEDGE AGREEMENT    
    



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



	(1)
	METRO SWEDEN HOLDING AB registration number 556625-7530, (the Pledgor); and



	(2)
	NORDEA BANK SWEDEN AB (publ), registration number 502010-5523, as security agent (the Security
Agent) for itself and the Finance Parties (as defined below) under the Finance Documents (as defined below). 




INTRODUCTION:  



	(A)
	Pursuant
to the amortising revolving facility agreement (the Facility Agreement), entered into by and between the Finance Parties as
defined in the Facility Agreement and the Pledgor, on 18 June 2002, the Lenders (as defined in the Facility Agreement) have agreed to make a loan facility of SEK 400,000,000 available to the
Pledgor as Borrower under the Facility Agreement.



	(B)
	The
Pledgor has agreed to provide collateral to the Security Agent on behalf of each of the Finance Parties to secure its obligations and liabilities under the Facility Agreement and
the other Finance Documents (as defined in the Facility Agreement) on the terms and conditions set out in this Agreement. 




INTERPRETATION  


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


        1.2    In this Agreement 



        Beneficiaries means the Finance Parties represented by the Security Agent; 


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


        Related Rights means, in relation to the Shares (as defined below), all dividends and other distributions paid or payable after the date
hereof on all of the Shares whether in cash or in kind and all shares, securities (including any convertible debt instruments and the dividends or interest thereon), rights, money and property
accruing or offered at any time by way of redemption, bonus, preference, option rights or otherwise to or in respect of any of the Shares or in substitution or exchange for any of the Shares; 


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


        Security Assets means the Shares and the Related Rights; 


        Security Period means the period beginning on the date of this Agreement and ending on the date on which the Facility Agent confirms to
the Security Agent that all sums due to the Beneficiaries under the Finance Documents have been unconditionally and irrevocably paid or repaid in full; 



49





 




        Share Certificates means the share certificates representing the Shares; and 


        Shares mean 1,000 shares, each with a nominal value of SEK 100, in the Target (as defined below) representing 100 per cent of the total
number of shares in the Target. 


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




        1.3    In this Agreement, a reference to 




	(i)
	any
statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted;



	(ii)
	a
person includes its successors and assigns; and



	(iii)
	any
document, agreement or other instrument is a reference to the same as it may have been, or may from time to time be, amended, novated, varied or supplemented. 





2.     PLEDGE OF SECURITY ASSETS AND GRANT OF SECURITY  


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


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


3.     PERFECTION OF PLEDGE  


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


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


4.     CONTINUING SECURITY  


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



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


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


5.     DIVIDENDS  


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


50





 

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


6.     EXERCISE OF SHAREHOLDER RIGHTS  


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


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


7.     REPRESENTATIONS AND WARRANTIES  


        7.1    The Pledgor represents and warrants that: 



	(a)
	it
is a limited liability company, duly incorporated and validly existing under the laws of the Kingdom of Sweden;



	(b)
	it,
the Target and any of the Target's Subsidiaries have the power to own its assets and carry on its business as it is being conducted;



	(c)
	it
has the power to enter into, perform and deliver, and has taken all necessary action to authorise the entry into, performance and delivery of this Agreement and the transactions
contemplated by this Agreement;



	(d)
	subject
to any limitation as to legal matters set out in the legal opinions delivered under the Facility Agreement, this Agreement constitutes legally binding and valid obligations of
the Pledgor enforceable in accordance with its terms;



	(e)
	the
execution and performance of this Agreement will not breach (i) the constitutional documents of the Pledgor, the Target or any of the Target's Subsidiaries; (ii) any
law or regulation by which the Pledgor, the Target or any of the Target's Subsidiaries is bound; or (iii) any document which is binding upon it, the Target or any of the Target's Subsidiaries
or any of its, the Target's or the Target's Subsidiaries' assets to the extent such breach has a Material Adverse Effect;



	(f)
	all
necessary consents and authorisations required in relation to the entry into, performance, validity and enforceability of this Agreement have been obtained and are in full force
and effect;



	(g)
	it
is not necessary (i) in order to enable any Beneficiary to enforce its rights under this Agreement; or (ii) by reason only of the execution of this Agreement or the
performance by it of its obligations under this Agreement, that any Beneficiary should be licensed, qualified or otherwise entitled to carry on business in Sweden;



	(h)
	no
Beneficiary is or will be deemed to be resident, domiciled or carrying on business in Sweden by reason only of the execution, performance and/or enforcement of this Agreement; and 



51





 



	(i)
	in
relation to it or its Subsidiaries, no litigation, arbitration or administrative proceedings are current or, to its knowledge, pending or threatened, which, if adversely
determined, are reasonably likely to have a Material Adverse Effect. 




        7.2    The Pledgor further represents and warrants that: 



	(a)
	it
has full ownership of the Security Assets and no lien or any other kind of encumbrance is in existence over the Shares or any part thereof except for the security created
hereunder;



	(b)
	the
Shares have been validly issued, fully paid and duly registered and constitute one hundred (100) per cent of the Targets issued share capital;



	(c)
	it
has not issued, granted or entered into any outstanding options, warrants or other rights of any kind, the content of which includes a right to acquire, or an obligation to issue
Shares or other equity interests in the Target; and



	(d)
	it
has not taken any action nor have any steps been taken or legal proceedings been started or threatened against it for its winding-up, dissolution, or
re-organisation of for the appointment of a liquidator, administrator or similar officer of it or a material part of its assets. 




8.     UNDERTAKINGS BY THE PLEDGOR  


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



	(a)
	create
or permit to subsist any security interest over Security Asset other than any security interest created by this Agreement;



	(b)
	sell,
transfer or otherwise dispose of any Security Asset or permit the same to occur;



	(c)
	amend
or change the Articles of Association of the Target without the Security Agent's prior consent and in no case incorporate pre-emptive rights or provisions limiting
the Target to grant security;



	(d)
	take
or permit the taking of any action whereby the rights attaching to any of the Security Assets are amended or further shares or Related Rights in the Target are issued, save that
it may take or permit the taking of action whereby further shares in the Target are issued provided that such shares are issued in favour of the Pledgor and (if not already effected by this Agreement)
the Pledgor simultaneously pledges such shares to the Security Agent on the same terms as this Agreement; or



	(e)
	do
or cause or permit to be done anything which will, or could be reasonably expected to, materially adversely affect the Security Assets or the rights of the Security Agent hereunder
or which in any way is inconsistent with or materially depreciates, jeopardises or otherwise prejudices the Security Assets. 




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


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


52





 



9.     ENFORCEMENT  


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



	(a)
	sell
the Security Assets or any part thereof, for cash or other value, publicly or privately, after the Security Agent has given the Pledgor thirty (30) days prior written
notice of the time and place of any public auction or, as the case may be, the time after which a private sale may be made, and the Security Agent shall not be liable for any loss arising from or in
connection with the realisation of the Security Assets or any part thereof; or



	(b)
	purchase
itself, or nominate a third party who shall be entitled to purchase, the Security Assets or any part thereof from the Pledgor after having engaged an independent valuation
agency, appointed by the Stockholm Chamber of Commerce, as an expert to determine the value of the Security Assets or any part thereof. 




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


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


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


10.   APPLICATION OF PROCEEDS  


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


11.   WAIVER OF DEFENCES  


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



	(a)
	any
time or waiver granted to, or composition with, it or any other person;



	(b)
	the
taking, variation, compromise, exchange, renewal or release or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, it or any other
person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;



	(c)
	any
incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or in status of it or any other person; 



53





 



	(d)
	any
unenforceability, illegality, frustration or invalidity of any obligation of any person under the Finance Documents or any other documents or security, to the intent that the
Pledgor's obligations under this Agreement shall remain in full force and be construed accordingly, as if there were no unenforceability, illegality, frustration or invalidity; and



	(e)
	any
postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of it under the Finance Documents resulting from any
re-organisation, composition, insolvency, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation shall be for the purposes of the
Pledgor's obligations under this Agreement be construed as if there were no such circumstance. 




12.   COSTS AND EXPENSES  


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


13.   RELEASE OF PLEDGE  


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



14.   FORCE MAJEURE  


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



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


15.   FURTHER ASSURANCE  


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


16.   ASSIGNMENTS, ETC  


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


54





 

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



17.   AMENDMENTS  


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


18.   POWER OF ATTORNEY  


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


19.   NOTICES  


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


        19.2    Any notice or other communication to be given by one party to another under this Agreement shall (unless one party has
by 15 days' notice to the other party specified another address) be given to that other party at the respective address given in Clause 19.3. 



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



	(a)
	the
Security Agent:

Nordea Bank Sweden AB (publ)

Internal Loan Administration, H 352

SE-105 71 Stockholm

Sweden

Telefax:  + 46 8 614 76 30



	(b)
	the
Pledgor:

Metro Sweden Holding AB

Attention:  For the attention of the CEO

Telefax:  +44 20 7493 3229 




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




	(i)
	if
by letter, on the fifth Business Day from dispatch thereof; and



	(ii)
	if
by telefax, on the day of dispatch. 






provided
that a notice given by telefax which is dispatched after 12 noon (Swedish time), or on a day, which is not a Business Day, will be deemed to be given on the next Business Day. 



	(b)
	Any
notice or other communication given to the Security Agent shall be deemed to have been given only on actual receipt. 




20.   COUNTERPARTS  


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


55





 



21.   GOVERNING LAW AND JURISDICTION  


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


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


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


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



	METRO SWEDEN HOLDING AB
	

 Name:

Title:	
 	

 Name:

Title:
	

NORDEA BANK SWEDEN AB (publ)
	

 Name:

Title:	
 	

 Name:

Title:




56






  



 
 

APPENDIX 1    
    


FORM OF NOTICE  


Metro
Nordic Sweden AB

[Address]

Sweden 


        [Date],
2002                        


Dear
Sirs, 


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


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



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


METRO
SWEDEN HOLDING AB 


By:



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



METRO
NORDIC SWEDEN AB 


By: 


57








  



 
 

APPENDIX 2    
    


FORM OF POWER OF ATTORNEY  



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


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


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


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


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


Date:

Place: 


METRO
SWEDEN HOLDING AB 


By: 


58








  



 
 

SCHEDULE 5    
    
    FORM OF CASH COLLATERAL PLEDGE AGREEMENT    
    


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


	(1)
	METRO SWEDEN HOLDING AB, registration number 556625-7530, (the Pledgor);
and



	(2)
	NORDEA BANK SWEDEN AB (publ), registration number 502010-5523, as security agent (the Security
Agent) for itself and the Finance Parties (as defined below) under the Finance Documents (as defined below). 



INTRODUCTION:  


	(C)
	Pursuant
to the amortising revolving facility agreement (the Facility Agreement), entered into by and between the Finance Parties (as
defined in the Facility Agreement) and the Pledgor on 18 June 2002, the Lenders (as defined in the Facility Agreement) have agreed to make a loan facility of SEK 400,000,000 available to the
Pledgor as Borrower under the Facility Agreement.



	(D)
	The
Pledgor has agreed to provide collateral to the Security Agent on behalf of each of the Finance Parties to secure the Pledgor's obligations and liabilities under the Facility
Agreement and the other Finance Documents (as defined in the Facility Agreement) on the terms and conditions set out in this Agreement. 



1.     INTERPRETATION  


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



	1.2
	In this Agreement 



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


        Beneficiaries means the Finance Parties represented by the Security Agent; 



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


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



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


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


	1.3
	In this Agreement, a reference to 


59





 


	(iv)
	any
statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted;



	(v)
	a
person includes its successors and assigns; and



	(vi)
	any
document, agreement or other instrument is a reference to the same as it may have been, or may from time to time be, amended, novated, varied or supplemented. 





2.     PLEDGE OF SECURITY ASSETS AND GRANT OF SECURITY  


	2.3
	The Pledgor hereby pledges the Security Assets to the Beneficiaries for the purpose of constituting security for the due and punctual
payment, discharge and performance of the Secured Obligations. 



3.     PERFECTION OF PLEDGE  


	3.1
	The Pledgor shall on the date hereof inform Nordea Bank Sweden AB (publ) of the pledge and security interest over the Security Assets
created hereby in the form attached hereto;



	3.2
	No withdrawals of funds may be made from the Bank Account without the prior written consent of the Security Agent. 



4.     CONTINUING SECURITY  


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



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



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



5.     REPRESENTATIONS AND WARRANTIES  


	5.1
	The Pledgor represents and warrants that:



	(a)
	it
is a limited liability company, duly incorporated and validly existing under the laws of the Kingdom of Sweden;



	(j)
	it,
has the power to own its assets and carry on its business as it is being conducted;



	(k)
	it
has the power to enter into, perform and deliver, and has taken all necessary action to authorise the entry into, performance and delivery of this Agreement and the transactions
contemplated by this Agreement;



	(l)
	subject
to any limitation as to legal matters set out in the legal opinions delivered under the Facility Agreement, this Agreement constitutes legally binding and valid obligations of
the Pledgor enforceable in accordance with its terms;



	(m)
	the
execution and performance of this Agreement will not breach (i) the constitutional documents of the Pledgor,; (ii) any law or regulation by which the Pledgor, is
bound; or (iii) any document which is binding upon it, or any of its, assets to the extent such breach has a Material Adverse Effect; 





60





 



	(n)
	all
necessary consents and authorisations required in relation to the entry into, performance, validity and enforceability of this Agreement have been obtained and are in full force
and effect;



	(o)
	it
is not necessary (i) in order to enable any Beneficiary to enforce its rights under this Agreement; or (ii) by reason only of the execution of this Agreement or the
performance by it of its obligations under this Agreement, that any Beneficiary should be licensed, qualified or otherwise entitled to carry on business in Sweden;



	(p)
	no
Beneficiary is or will be deemed to be resident, domiciled or carrying on business in Sweden by reason only of the execution, performance and/or enforcement of this Agreement; and



	(q)
	in
relation to it, no litigation, arbitration or administrative proceedings are current or, to its knowledge, pending or threatened, which, if adversely determined, are reasonably
likely to have a Material Adverse Effect.


 



	5.2
	The Pledgor further represents and warrants that:



	(a)
	it
has full ownership of the Security Assets and no lien or any other kind of encumbrance is in existence over the Security Assets or any part thereof except for the security created
hereunder;



	(e)
	the
Pledge and the security interest over the Security Assets have been duly authorised and validly created; and



	(f)
	it
has not taken any action nor have any steps been taken or legal proceedings been started or threatened against it for its winding-up, dissolution, or
re-organisation of for the appointment of a liquidator, administrator or similar officer of it or a material part of its assets. 






6.     UNDERTAKINGS BY THE PLEDGOR  


	6.1
	The Pledgor shall not otherwise than as permitted by the Finance Documents:



	(f)
	create
or permit to subsist any security interest over the Security Assets other than any security interest created by this Agreement;



	(g)
	sell,
transfer or otherwise dispose of any Security Assets or permit the same to occur;



	(h)
	take
or permit the taking of any action whereby the rights attaching to any of the Security Assets are amended; and



	(i)
	do
or cause or permit to be done anything which will, or could be reasonably expected to, materially adversely affect the Security Assets or the rights of the Security Agent hereunder
or which in any way is inconsistent with or materially depreciates, jeopardises or otherwise prejudices the Security Assets.


 



	6.2
	The Pledgor shall at its own expense, from time to time, upon becoming aware of the need therefore and upon reasonable request of the
Security Agent, do all such acts and execute all such documents necessary or advisable for giving full effect to this Agreement and securing the Security Agent and the Finance Parites the full benefit
of the rights, powers and remedies conferred upon the Security Agent and the Finance Parties in this Agreement. 




7.     ENFORCEMENT  


	7.1
	Upon the occurrence of an Enforcement Event and for as long as the same is subsisting the Security Agent may, in addition to any other
remedies provided for herein or by applicable law, withdraw the funds on the Bank Account and set them off against the Secured Obligations. 


61





 
	7.2
	For the avoidance of doubt, Chapter 10 of the Swedish Commercial Code (Sw.  Handelsbalken) shall not apply when the Security Agent enforces
the Security Assets.



	7.3
	For the purpose of enforcing the pledge created by this Agreement upon the occurrence of an Enforcement Event and for as long as such
Enforcement Event is continuing, the Pledgor irrevocably authorises and empowers the Security Agent, with full power of substitution, to act in the name of the Pledgor and on behalf of the Pledgor to
do all acts and take any necessary or appropriate steps in respect of the enforcement of the Security Assets. 



8.     APPLICATION OF PROCEEDS  


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



9.     WAIVER OF DEFENCES  


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



	(f)
	any
time or waiver granted to, or composition with, it or any other person;



	(g)
	the
taking, variation, compromise, exchange, renewal or release or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, it, or other
person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;



	(h)
	any
incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or in status of it or any other person;



	(i)
	any
unenforceability, illegality, frustration or invalidity of any obligation of any person under the Finance Documents or any other documents or security, to the intent that the
Pledgor's obligations under this Agreement shall remain in full force and be construed accordingly, as if there were no unenforceability, illegality, frustration or invalidity; and



	(j)
	any
postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of it under the Finance Documents resulting from any
re-organisation, composition, insolvency, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation shall be for the purposes of the its
obligations under this Agreement be construed as if there were no such circumstance. 




10.   COSTS AND EXPENSES  


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


11.   RELEASE OF PLEDGE  


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


62





 



12.   FORCE MAJEURE  


	12.1
	Neither the Security Agent nor any of the other Beneficiaries shall be held responsible for any damage arising out of any Swedish or
foreign legal enactment, or any measure undertaken by a Swedish or foreign public authority, or war, strike, lockout, boycott, blockade or any other similar circumstance. The reservation in respect of
strikes, lockouts, boycotts and blockades applies even if the Security Agent or any of the Lenders takes such measures, or is subject to such measures. Should there be an obstacle as described above
for the Security Agent or the Lenders to take any action in compliance with this Agreement, such action may be postponed until the obstacle has been removed.



	12.2
	Any damage that may arise in other cases shall not be indemnified by the Security Agent or any of the other Beneficiaries unless such
damage results from gross negligence or wilful misconduct or if the Security Agent and/or the Beneficiaries have not observed normal care. Neither the Security Agent nor any of the other Beneficiaries
shall in any case be held responsible for any indirect damage. 



13.   FURTHER ASSURANCE  


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



14.   ASSIGNMENTS, ETC  


	14.1
	The Security Agent may, on its own behalf and on behalf of the other Beneficiaries, assign and transfer all of its respective rights
and obligations under this Agreement in accordance with the Facility Agreement.



	14.2
	The Pledgor may not assign or transfer any part of its rights, benefits or obligations under this Agreement. 





15.   AMENDMENTS  


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


16.   POWER OF ATTORNEY  


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


17.   NOTICES  


	17.1
	Every notice or other communication under this Agreement shall be given in writing in English and shall be made by letter or telefax.



	17.2
	Any notice or other communication to be given by one party to another under this Agreement shall (unless one party has by
15 days' notice to the other party specified another address) be given to that other party at the respective address given in Clause 17.3. 


63





 
	17.3
	The addresses and fax numbers of the Security Agent and the Pledgor are: 






	 	(a)	the Security Agent:

Nordea Bank Sweden AB (publ)

International Loan Administration, H 352

SE-105 71 Stockholm

Sweden

Telefax: + 46 8 614 76 30
	

 	

(b)	

the Pledgor:

Metro Sweden Holding AB

Attention: For the attention of the CEO

Telefax: +44 20 7493 3229




	17.4
	(a)    Any notice or other communication given by the Security Agent will be deemed to have been received:




	(i)
	if
by letter, on the fifth Business Day from dispatch thereof; and



	(ii)
	if
by telefax, on the day of dispatch. 








provided
that a notice given by telefax which is dispatched after 12 noon (Swedish time), or on a day, which is not a Business Day, will be deemed to be given on the next Business Day. 



	(b)
	Any
notice or other communication given to the Security Agent shall be deemed to have been given only on actual receipt. 




18.   COUNTERPARTS  


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


19.   GOVERNING LAW AND JURISDICTION  


	19.1
	This Agreement and the pledge set out herein shall be governed by and construed in accordance with the laws of Sweden.



	19.2
	Subject to Clause 19.3 below, the courts of Sweden shall have exclusive jurisdiction over matters arising out of or in
connection with this Agreement. The District Court of Stockholm shall be court of first instance.



	19.3
	The submission to the jurisdiction of the Swedish Courts shall not limit the right of the Security Agent to take proceedings against
the Pledgor in any court which may otherwise exercise jurisdiction over the Pledgor or any of its assets. 


64





 

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



	METRO SWEDEN HOLDING AB	 	 	 
	

    
	
 	

    

	Name:

Title:	 	 	Name:

Title:	 
	

 	

 	
 	

 	

 
	NORDEA BANK SWEDEN AB (publ)	 	 	 
	

    
	
 	

    

	Name:

Title:	 	 	Name:

Title:	 




65






  



 
 

APPENDIX 1    
    


 
 

FORM OF NOTICE    
    


[date] 2002 


Dear
Sirs, 


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


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



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



	Yours faithfully,	 	 
	

METRO SWEDEN HOLDING AB	
 	

 
	

 	
 	

 
	    
 Name:	 	 





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


Date:
                         1999 



	NORDEA BANK SWEDEN AB (PUBL)	 	 
	

 	
 	

 
	    
 Name:	 	 




66






  



 
 

SCHEDULE 6    
    
    FORM OF COMPLIANCE CERTIFICATE    
    



	To:	Nordea Bank Sweden AB (publ) as Facility Agent
	

From:	

Metro Sweden Holding AB
	

Date:	

[DATE]




Metro Sweden Holding AB]

SEK 400,000,000 Credit Agreement

dated [                        ], 2002 (the Agreement)  


	1.
	We
refer to the Agreement.



	2.
	We
confirm that as at [DATE]:



	(a)
	Net
Debt was [                        ] and EBITDA was
[                        ];



	(b)
	the
ratio of Net Debt to EBITDA was [                        ];



	(c)
	Cash
Generated for Financing was [                        ] and Debt Service was
[                        ];




	(d)
	the
ratio Cash Generated for Financing to Debt Service was [                        ].






	3.
	We
have attached hereto calculations establishing the figures in item 2 above.



	4.
	We
confirm that no Default has occured is outstanding as at the date hereof. 






	Metro Sweden Holding AB	 	 	 
	

 	

 	
 	

 	

 
	By:	    
	 	By:	    





67





 
 
 

SCHEDULE 7    
    
    FORM OF DRAWDOWN REQUEST    
    



	To:	Nordea Bank Sweden AB (publ) as Facility Agent
	

From:	

Metro Sweden Holding AB
	

Date:	

[DATE]




Metro Sweden Holding AB

SEK 400,000,000 Credit Agreement

dated [                        ], 2002 (the Agreement)  


	1.
	We
wish to borrow a Loan on the following terms: 




	 	(a)	Drawdown Date:	[DATE]
	

 	

(b)	

Amount:	

SEK [AMOUNT]
	

 	

(c)	

Term:	

[TERM]




	3.
	Our
payment instructions are: [            ]



	4.
	We
confirm that each condition precedent under the Agreement which shall be satisfied on the date of this Drawdown Request is so satisfied;



	5.
	This
Drawdown Request is irrevocable. 






	Metro Sweden Holding AB	 	 	 
	

 	

 	
 	

 	

 
	By:	    
	 	By:	    





68






  



 
 

SCHEDULE 8    
    
    FORM OF INTERCREDITOR AGREEMENT    
    


 

INTERCREDITOR AGREEMENT  


dated 18 June 2002 


between



THE COMPANIES
  listed in Appendix 1, Part I 


as
Intercompany Creditors 


and 


THE COMPANIES
  listed in Appendix 1, Part II 


as
Intercompany Debtors 


and



NORDEA BANK SWEDEN AB (publ)  


as Arranger, Facility Agent

and Security Agent 


and 


THE FINANCIAL INSTITUTIONS
  listed in Appendix 1, Part III 




Intercreditor Agreement

relating to the certain intercompany debt in the

Metro Sweden Holding AB Group  




69





 
  
 

    INDEX    
    



	CLAUSE
 
	 	PAGE

	1.	DEFINITIONS AND Interpretation	 	71
	2.	RANKING OF DEBT	 	73
	3.	intercompany debt	 	73
	4.	subordinated debt	 	74
	5.	SUBORDINATION ON INSOLVENCY	 	75
	6.	application of recoveries	 	75
	7.	PROTECTION OF SUBORDINATION	 	76
	8.	REPRESENTATIONS AND WARRANTIES	 	76
	9.	changes to the parties	 	77
	10.	miscellaneous	 	78
	11.	FORCE MAJEURE	 	79
	12.	Notices	 	79
	13.	governing law	 	80
	14.	Enforcement	 	81
	

APPENDIX 1	
 	

 
	

 	

List of the Parties	
 	

83
	

APPENDIX 2	
 	

 
	

 	

Form of Finance Party Accession Certificate	
 	

84
	

APPENDIX 3	
 	

 
	

 	

Form of Intercompany Creditor Accession Certificate	
 	

85




70







   
        THIS AGREEMENT dated [    ] 2002 is made between: 



	(1)
	THE COMPANIES listed in Appendix 1, Part I  (the Intercompany Creditors);



	(2)
	THE COMPANIES listed in Appendix 1, Part II  (the
Intercompany Debtors);



	(3)
	THE FINANCIAL INSTITUTIONS listed in Appendix 1,  Part III
(the Finance Parties); and



	(4)
	NORDEA BANK SWEDEN AB (publ) (company identity No. 502010-5523) as arranger (in such capacity the "Arranger"), as
agent for the Lenders (as defined therein) (in such capacity the "Facility Agent") and as security agent for the Lenders (in such capacity the "Security Agent"). 




        WHEREAS:



	(A)
	Metro
Sweden Holding AB, the Lenders, the Arranger, the Facility Agent and the Security Agent has entered into the Facility Agreement (as defined below); and



	(B)
	the
Finance Parties (as defined in the Facility Agreement) have requested that the Obligors (as defined in the Facility Agreement) enters into this Agreement in order to protect the
Finance Parties interests under the Finance Documents (other than this Agreement). 






        IT IS AGREED as follows: 


1.     DEFINITIONS AND INTERPRETATION  


1.1    Definitions  


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



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


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


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


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


        Enforcement Actions means any action whatsoever to: 



	(a)
	demand
payment, declare prematurely due and payable or otherwise seek to accelerate payment of or place on demand all or any part of the Debt, the Intercompany Debt or the
Subordinated Debt;



	(b)
	recover
all or any part of the Debt, the Intercompany Debt or the Subordinated Debt (including by exercising any right of set-off or combination of accounts);



	(c)
	petition
for (or take any other steps which may lead to) an Insolvency Event or the appointment of a receiver or manager or equivalent in relation to an Intercompany Debtor; or



	(d)
	commence
legal proceedings against an Intercompany Debtor. 



71





 





        Enforcement Date means the date on which the Facility Agent first takes Enforcement Action. 


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


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


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


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


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


        Obligors means an Intercompany Creditor or an Intercompany Debtor. 



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


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


1.2    Terms defined in the Facility Agreement  



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


1.3    Construction  


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



	(a)
	an
amendment includes a supplement, restatement or re-enactment and amended
will be construed accordingly;



	(b)
	a  person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint
venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality;



	(c)
	a
provision of law is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;



	(d)
	a
Clause, a Subclause or a Appendix is a reference to a clause or subclause of, or a appendix to, this Agreement;



	(e)
	a
person includes its successors in title, permitted assigns and permitted transferees; and 



72





 



	(f)
	a
reference to any other agreement or document is a reference to that agreement or other document as amended. 




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


        The
headings in this Agreement do not affect its interpretation. 


2.     RANKING OF DEBT  


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



	(a)
	first,
the Debt;



	(b)
	second,
the Intercompany Debt; and



	(c)
	third,
the Subordinated Debt. 




3.     INTERCOMPANY DEBT  


3.1    Prohibited Payments, Guarantees etc  



	(a)
	No
Intercompany Creditor may, prior to the Discharge Date, claim, demand or receive a payment (neither in cash nor in kind) and no relevant Intercompany Debtor may, prior to the
Discharge Date, pay (in cash or in kind) any amount in respect or on account of the Intercompany Debt, other than a Permitted Distribution, without the prior written consent of the Security Agent.



	(b)
	No
Intercompany Creditor may, prior to the Discharge Date, receive and no relevant Intercompany Debtor may, prior to the Discharge Date, create or permit to subsist any Encumbrance
over any asset of any member of the Group or give or permit to subsist any guarantee in respect of any part of the Intercompany Debt. 




3.2    Permitted Payments  



	(a)
	Each
Intercompany Debtor may pay any and all amounts in or on account of the Intercompany Debt (including interest or principal) up until the date a Payment Default occurs. No payment
or distribution may be made in respect or on account of the Intercompany Debt unless and until such Payment Default has been remedied.



	(b)
	Each
Intercompany Debtor may pay amounts in or on account of the Intercompany Debt (including interest or principal) up until the date (i) a Default (other than a Payment
Default) occurs and (ii) the Security Agent serves a notice on the Intercompany Creditors and Intercompany Debtors. No payment or distribution may be made in respect or on account of the
Intercompany Debt unless and until the earlier of (A) such Default has been vaiwed or remedied and (B) the Discharge Date. 




3.3    Restrictions on Enforcement Action  


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


73





 



3.4    Turnover  


        If at any time prior to the Discharge Date: 



	(a)
	the
Intercompany Creditor receives or recovers a payment or distribution of any kind in respect of or on account of the Intercreditor Debt which is not a Permitted Distribution; or



	(b)
	the
Intercompany Creditor receives or recovers proceeds pursuant to any Enforcement Action, such Intercompany Creditor shall promptly pay all amounts so received and distributions so
received to the Security Agent, to be applied in accordance with Clause 6.1, after deducting therefrom the costs, liabilities and expenses (if any) reasonably incurred in recovering or
receiving such payment or distribution. 




3.5    No subrogation  


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


4.     SUBORDINATED DEBT  


4.1    Prohibited Payments, Guarantees etc  



	(a)
	No
Intercompany Creditor may, prior to the Discharge Date, claim, demand or receive a payment (neither in cash nor in kind) and no relevant Intercompany Debtor may, prior to the
Discharge Date, pay (in cash or in kind) any amount in respect or on account of the Subordinated Debt, other than a Permitted Payment, without the prior written consent of the Security Agent.



	(b)
	No
Intercompany Creditor may, prior to the Discharge Date, receive and no relevant Intercompany Debtor may, prior to the Discharge Date, create or permit to subsist any Encumbrance
over any asset of any member of the Group or give or permit to subsist any guarantee in respect of any part of the Subordinated Debt. 




4.2    Restrictions on Enforcement Action  



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


4.3    Turnover  


        If at any time prior to the Discharge Date: 



	(a)
	the
Intercompany Creditor receives or recovers a payment or distribution of any kind in respect of or on account of the Subordinated Debt which is not a Permitted Payment; or



	(b)
	the
Intercompany Creditor receives or recovers proceeds pursuant to any Enforcement Action, such Intercompany Creditor shall promptly pay any and all amounts so received and
distributions so received to the Security Agent, to be applied in accordance with Clause 6.1, after deducting therefrom the costs, liabilities and expenses (if any) reasonably incurred in
recovering or receiving such payment or distribution and, pending such payment to the Security Agent, shall hold these amounts and distributions on a separate account on behalf of the Security Agent. 



74





 





4.4    No subrogation  


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


5.     SUBORDINATION ON INSOLVENCY  


5.1    Subordination  


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


5.2    Exercise of rights  



	(a)
	Upon
the occurrence of an Insolvency Event in relation to the Intercompany Debtor, the Security Agent is hereby irrevocably authorised by the Intercompany Creditor on its behalf to:



	(i)
	demand,
claim and enforce for;



	(ii)
	file
claims, give receipts and take all such proceedings and do all such things as the Security Agent considers reasonably necessary to recover;



	(iii)
	receive
distributions of any kind whatsoever in respect or on account of; 






the
Intercompany Debt and/or the Subordinated Debt due from the Intercompany Debtor. 



	(b)
	If
the Security Agent is not entitled to take such action for the recovery of any of the Intercompany Debt and/or the Subordinated Debt, the Intercompany Creditor undertakes to take
such action and give such notices as the Security Agent may reasonably required from time to time. 




5.3    Distribution  


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


6.     APPLICATION OF RECOVERIES  


6.1    Application  


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



	(a)
	first,
in payment of unpaid fees, costs and expenses incurred by or on behalf of the Security Agent (and any adviser or agent appointed by it) and the remuneration of the Security
Agent and its advisers and agents;



	(b)
	second,
in payment to the Security Agent for application towards unpaid and outstanding Debt under the Finance Documents;



	(c)
	third,
in payment to the relevant Intercompany Creditors for application towards unpaid and outstanding amounts under the Intercompany Debt; and 



75





 



	(d)
	fourth,
in payment to the relevant Intercompany Creditors for application towards unpaid and outstanding amounts under the Subordinated Debt; 




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



6.2    Appropriations  


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



	(a)
	apply
any moneys received under this Agreement to any item of account or liability in respect of the Debt in such order or manner as it may determine; and



	(b)
	hold
any moneys received under this Agreement in a suspense account (bearing interest at a market rate usual for accounts of that type) unless and until such moneys are sufficient in
aggregate in order to bring about the Discharge Date. 




7.     PROTECTION OF SUBORDINATION  


7.1    Continuing subordination  


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



7.2    Waiver of defence  


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



	(a)
	any
time or indulgence granted to or composition with the Intercompany Debtor or any other person; or



	(b)
	the
taking, amendment, compromise, renewal or release of or refusal to enforce any rights, remedies or securities against or granted by any person; or



	(c)
	any
legal limitation, disability, incapacity or other circumstances relating to the Intercompany Creditor, Intercompany Debtor or any other person or any amendment to the terms of
this Agreement or any other document or security (including the Facility Agreement); or



	(d)
	any
fluctuation in or partial repayment or prepayment of the Debt. 




8.     REPRESENTATIONS AND WARRANTIES  


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



	(a)
	it
is a limited liability company, duly incorporated and validly existing under the laws of its jurisdiction of incorporation;



	(b)
	it
has the power to own its assets and carry on its business as it is being conducted;



	(c)
	it
has the power to enter into, perform and deliver, and has taken all necessary action to authorise the entry into, performance and delivery of this Agreement and the transactions
contemplated by this Agreement; 



76





 



	(d)
	this
Agreement constitutes legally binding and valid obligations of it enforceable in accordance with its terms subject to any limitation as to legal matters set out in the legal
opinions delivered under the Facility Agreement;



	(e)
	the
execution and performance of this Agreement will not breach (i) the constitutional documents of it; (ii) any law or regulation by which it is bound; or
(iii) any document which is binding upon it or any of its assets;



	(f)
	all
necessary consents and authorisations required in relation to the entry into, performance, validity and enforceability of this Agreement have been obtained and are in full force
and effect;



	(g)
	it
is not necessary (i) in order to enable any Finance Party to enforce its rights under this Agreement; or (ii) by reason only of the execution of this Agreement or the
performance by it of its obligations under this Agreement, that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in Sweden;



	(h)
	no
Finance Party is or will be deemed to be resident, domiciled or carrying on business in Sweden by reason only of the execution, performance and/or enforcement of this Agreement;
and



	(i)
	in
relation to it, no litigation, arbitration or administrative proceedings are current or, to its knowledge, pending or threatened, which, if adversely determined, are reasonably
likely to have a Material Adverse Effect. 




9.     CHANGES TO THE PARTIES  


9.1    Assignment and transfers by Obligors  


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


9.2    Additional Obligors  



	(a)
	A
Person may, subject to the following provisions of this Subclause, at any time accede to this Agreement as a an additional Intercompany Creditor (the  Additional Intercompany Creditor).



	(b)
	An
accession to this Agreement by an Additional Intercompany Creditor will be effective only if the Additional Intercompany Creditor duly executes the Intercompany Creditor Accession
Certificate.



	(c)
	Each
of the parties to this Agreement (other than the Additional Intercompany Creditor) irrevocably authorises the Security Agent to execute on its behalf any Intercompany Creditor
Accession Certificate which has been duly completed and executed on behalf of the Additional Intercompany Creditor.



	(d)
	The
Security Agent will notify the other parties to this Agreement of the receipt and execution by it on their behalf of any Intercompany Creditor Accession Certificate.



	(e)
	Any
reference in this Agreement to an Intercompany Creditor includes an Additional Intercompany Creditor. 



77











   9.3    Assignments and transfers by Lenders  



	(a)
	A
Finance Party, or any successor or assignee of a Finance Party, (the Existing Finance Party) may, subject to the following provisions
of this Subclause, at any time assign or transfer any of its rights and obligations under this Agreement to any other person (the New Finance Party) to
whom an Existing Lender is permitted to assign or transfer rights, benefits and obligations under the Finance Documents.



	(b)
	An
assignment or transfer of any of a Finance Party's rights and obligations will be effective only if the New Finance Party duly executes the Finance Party Accession Certificate.



	(c)
	Each
of the parties to this Agreement (other than the New Finance Party) irrevocably authorises the Security Agent to execute on its behalf any Finance Party Accession Certificate
which has been duly completed and executed on behalf of the New Finance Party.



	(d)
	The
Security Agent will notify the other parties to this Agreement of the receipt and execution by it on their behalf of any Finance Party Accession Certificate.



	(e)
	Any
reference in this Agreement to a Finance Party includes a New Finance Party but excludes a Finance Party if no amount is or may be owed to or by it under this Agreement. 




10.   MISCELLANEOUS  



10.1    Certificate conclusive  


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


10.2    No implied waivers  



	(a)
	No
failure or delay by any Lender in exercising any right, power or privilege under this Agreement will operate as a waiver of that right, power or privilege, nor will any single or
partial exercise or any right, power or privilege preclude any other or further exercise of that right, power or privilege, or the exercise of any other right, power or privilege.



	(b)
	The
rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law and all those rights and remedies will, except where
expressly provided otherwise in this Agreement, be available to the Lenders severally and any Lender shall be entitled to commence proceedings in connection with those rights and remedies in its own
name.



	(c)
	A
waiver given or consent granted by any Lender under this Agreement will be effective only if given in writing and then only in the instance and for the purpose for which it is
given. 




10.3    Invalidity of any provisions  


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



10.4    Power of Attorney  



	(a)
	Each
Intercompany Creditor (other than Metro International S.A.) hereby irrevocably appoints Metro International S.A. as its attorney to (i) represent it under this Agreement,
(ii) give and receive any notices and any other information to be given or received under this 



78





 


Agreement
and (ii) in all other respects act on its behalf as its agent in relation to this Agreement. 



	(b)
	Each
Intercompany Debtor (other than the Borrower) hereby irrevocably appoints the Borrower as its attorney to (i) represent it under this Agreement, (ii) give and
receive any notices and any other information to be given or received under this Agreement and (ii) in all other respects act on its behalf as its agent in relation to this Agreement.



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




10.5    Failure to execute  


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


10.6    Termination  


        This Agreement will terminate with effect from the Discharge Date. 


11.   FORCE MAJEURE  



	(a)
	The
Finance Parties 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 Finance Parties
themselves take such measures, or are subject to such measures.



	(b)
	Any
damage that may arise in other cases shall not be indemnified by the Finance Parties if they have observed normal care. The Finance Parties shall not in any case be held
responsible for any indirect damage. Should there be an obstacle as described above for the Finance Parties to take any action in compliance with this Agreement such action may be postponed until the
obstacle has been removed. 




12.   NOTICES  


12.1    In writing  



	(a)
	Any
communication in connection with a Finance Document shall be in writing and, unless otherwise stated, may be given in person, by post, or fax.



	(b)
	Unless
it is agreed to the contrary, any consent or agreement required under a Finance Document shall be given in writing. 






12.2    Contact details  



	(a)
	Except
as provided below, the contact details of each Party for all communications in connection with the Finance Documents are those notified by that Party for this purpose to the
Security Agent on or before the date it becomes a Party. 



79





 



	(b)
	The
contact details of the Intercompany Creditors for this purpose are: 







	Address:	 	c/o Metro International UK Ltd

4th Floor Leconfield House, Curzon Street

London, W1J 5JA

United Kingdom
	Fax number:	 	+44 20 7493 3229
	Attention:	 	For the attention of the CEO






	(c)
	The
contact details of the Intercompany Debtors for this purpose are: 







	Address:	 	c/o Metro International UK Ltd

4th Floor Leconfield House, Curzon Street

London, W1J 5JA

United Kingdom
	Fax number:	 	+44 20 7493 3229
	Attention:	 	For the attention of the CEO






	(d)
	The
contact details of the Security Agent (and the other Finance Parties) for this purpose are: 







	Address:	 	Nordea Sweden AB (publ)

International Loan Administration

H 352

SE-105 71, Stockholm

Sweden
	Fax number:	 	+46 8 614 76 30






	(e)
	Any
Party may change its contact details by giving five Business Days' notice to the Security Agent or (in the case of the Security Agent) to the other Parties.



	(f)
	Where
a Party nominates a particular department or officer to receive a communication, a communication will not be effective if it fails to specify that department or officer. 






12.3    Effectiveness  



	(a)
	Except
as provided below, any communication in connection with a Finance Document will be deemed to be given as follows:



	(i)
	if
delivered in person, at the time of delivery;



	(ii)
	if
posted, five days after being deposited in the post, postage prepaid, in a correctly addressed envelope; and



	(iii)
	if
by fax, when received in legible form.






	(b)
	A
communication given under paragraph (a) 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.



	(c)
	A
communication to the Security Agent will only be effective on actual receipt by it. 




12.4    Language  


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



13.   GOVERNING LAW  


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


80





 

14.   ENFORCEMENT  



14.1    Jurisdiction  



	(a)
	Subject
to Clause 14.2 below, the courts of Sweden shall have non-exclusive jurisdiction over matters arising of or in connection with this Agreement. The City
Court of Stockholm (Sw: Stockholms tingsrätt) shall be court of first instance.



	(b)
	The
submission to the jurisdiction of Swedish Courts shall not limit the right of the Security Agent or a Finance Party to take proceedings against the Borrower in any court which may
otherwise exercise jurisdiction of the Borrower or any of its assets. 




14.2    Waiver of immunity  


        The Borrower irrevocably and unconditionally: 



	(a)
	agrees
not to claim any immunity from proceedings brought by a Finance Party against it in relation to a Finance Document and to ensure that no such claim is made on its behalf;



	(b)
	consents
generally to the giving of any relief or the issue of any process in connection with those proceedings; and



	(c)
	waives
all rights of immunity in respect of it or its assets. 






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




81





 


	Intercompany Creditors
	

METRO INTERNATIONAL SA
	

By:	

 	
 	

By:	

 
	 	
	 	 	

	

METRO INTERNATIONAL LUXEMBOURG HOLDING SA
	

By:	

 	
 	

By:	

 
	 	
	 	 	

	
Intercompany Debtors
	

METRO SWEDEN HOLDING AB
	

By:	

 	
 	

By:	

 
	 	
	 	 	

	

METRO NORDIC SWEDEN AB
	

By:	

 	
 	

By:	

 
	 	
	 	 	

	

TIDNINGS AB METRO
	

By:	

 	
 	

By:	

 
	 	
	 	 	

	
Arranger
	

NORDEA BANK SWEDEN AB
	

By:	

 	
 	

By:	

 
	 	
	 	 	

	
Original Lenders
	

NORDEA BANK SWEDEN AB
	

By:	

 	
 	

By:	

 
	 	
	 	 	

	
Facility Agent
	

NORDEA BANK SWEDEN AB
	

By:	

 	
 	

By:	

 
	 	
	 	 	

	
Security Agent
	

NORDEA BANK SWEDEN AB
	

By:	

 	
 	

By:	

 
	 	
	 	 	





82







  




 
 

APPENDIX 1    
    


 
  LIST OF THE PARTIES    
    


Part I

Intercompany Creditors  


Metro
International S.A.

Metro International Luxembourg Holding S.A. 


Part II

Intercompany Debtors  


Metro
Sweden Holding AB

Metro Nordic Sweden AB

Tidnings AB Metro 



Part III

Finance Parties  


Nordea
Bank Sweden AB (publ) 


83





 
 
 

APPENDIX 2    
    


 
  FORM OF FINANCE PARTY ACCESSION CERTIFICATE    
    


[PLACE] 


[DATE] 


 
 

FINANCE PARTY ACCESSION CERTIFICATE    
    


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


From:


Dear Sirs,


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


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


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


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



	(A)
	agree
to become party to and to be bound by the terms of the Intercreditor Agreement as [    ] in accordance with the provisions of the Intercreditor
Agreement;



	(B)
	confirm
the appointment of [    ] as our agent on the terms of the Intercreditor Agreement; and



	(C)
	confirm
that our address for notices under the Intercreditor Agreement is as follows: 





[    ]






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


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


[New
Finance Party] 


   




By:



The
Bank

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



  



By: 


84






  



 
 

APPENDIX 3    
    


 
  FORM OF INTERCOMPANY CREDITOR ACCESSION CERTIFICATE    
    


[PLACE] 


[DATE] 


 
 

INTERCOMPANY CREDITOR ACCESSION CERTIFICATE    
    


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



From:


Dear Sirs,


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


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


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


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



	(A)
	agree
to become party to and to be bound by the terms of the Intercreditor Agreement as [    ] in accordance with the provisions of the Intercreditor
Agreement;



	(B)
	confirm
the appointment of Metro International SA as our agent on the terms of the Intercreditor Agreement; and



	(D)
	confirm
that our address for notices under the Intercreditor Agreement is as follows: 



[    ]






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


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



[New
Intercompany Creditor] 


  



By: 


The
Bank

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


   




By:



85








  



 
 

SCHEDULE 9    
    
    FORM OF PARENT GUARANTEE    
    


Nordea
Sweden Bank AB (publ)

in its capacity as Security Agent

For its own behalf and on behalf of

the Beneficiaries (as defined below) 


Dear
Sirs, 


 
 

GUARANTEE    
    


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


Whereas  


	(A)
	for
the purpose of acquiring the Target (as defined in the Facilities Agreement) the Borrower has entered into the Facilities Agreement whereby the Lenders have agreed to make
available a facility of up to SEK 400,000,000 in accordance with the terms and provisions of the Facilities Agreement; and



	(B)
	in
consideration of the Lenders granting the facility and pursuant to Schedule 2, Part 2, item 5 of the Facilities Agreement we have agreed to issue this Guarantee in
favour of the Finance Parties represented by the Security Agent (the "Beneficiaries"). 



Now, therefore we undertake as follows: 


1.     DEFINITIONS AND INTERPRETATION  



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


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



2.     GUARANTEE AND INDEMNITY  


	2.1
	We hereby unconditionally and irrevocably guarantee as principal obligor, as for a debt of our own (Sw.
"såsom för egen skuld"), the due and punctual performance of all of the Borrower's payment obligations under the Facilities Agreement and promise
to pay to you in immediately available funds on demand all amounts (whether of principal, accrued interest, fees, costs and otherwise) from time to time due and payable by the Borrower under the
Facilities Agreement at maturity, acceleration or otherwise.



	2.2
	We further undertake to indemnify you for all costs, fees, other charges and expenses incurred by you in connection with the
enforcement of this Guarantee. 


86





 
	2.3
	Our guarantee and indemnity shall be a continuing guarantee and indemnity and shall remain in full force and effect until all
obligations under the Facilities Agreement have been discharged in full. 



3.     Representations & warranties  


3.1 Representations & Warranties  


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



	(a)
	Status 



We
are a limited liability company, duly incorporated and validly existing under the laws of Luxemburg; 


	(b)
	Powers
and authority 




we
have the power to enter into and perform, and have taken all necessary action to authorise the entry into and performance of, this Guarantee; 


	(c)
	Validity




subject
to any general principles of law limiting our obligations and referred to in the legal opinions rendered pursuant to Schedule 2 of the Facilities Agreement, this Guarantee constitutes a
legally binding, valid and enforceable obligation of ours; 


	(d)
	Non-conflict





The
entry into and performance by us of this Guarantee do not conflict with: 



	(i)
	any
law or regulation applicable to us;



	(ii)
	our
constitutional documents; and



	(iii)
	any
document which is binding upon us or any of our assets to the extent such breach has a Material Adverse Effect;






	(e)
	Authorisations



	(i)
	all
authorisations required by us in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, this Guarantee have been
obtained or effected (as appropriate) and are in full force and effect;



	(ii)
	it
is not necessary under the laws of Luxemburg;



	(A)
	in
order to enable any Beneficiary to enforce its rights under this Guarantee; or



	(B)
	by
reason of the execution of this Guarantee or the performance by us of our obligations under this Guarantee, 












that
any Beneficiary should be licensed, qualified or otherwise entitled to carry on business in Luxemburg; and 



	(iii)
	no
Beneficiary is or will be deemed to be resident, domiciled or carrying on business in Luxemburg by reason only of the execution, performance and/or enforcement of the guarantee;






	(f)
	Taxes





all
amounts payable under this Guarantee shall be made without any Tax Deduction, unless required by law. Should a Tax Deduction be required by law, we shall increase the amount of the payment
(subject to such Tax Deduction) with an amount which (after Tax Deduction) leaves an 



87





 

amount
equal to the payment which would have been received if no Tax Deduction had been required. Furthermore we shall, if we are obliged to make a Tax Deduction or a separate payment to the relevant
taxing authority, deliver to the Facility Agent evidence satisfactory that the Tax Deduction or such payment to the relevant taxing authority has been duly paid. 


	(g)
	Immunity



	(i)
	the
execution by us of this Guarantee constitutes, and the exercise by us of our performance of our obligations under this Guarantee will constitute, private and commercial acts
performed for private and commercial purposes; and



	(ii)
	we
will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in Luxemburg in relation to this Guarantee. 







4.     INFORMATION COVENANTS  



 Financial statements  




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



	(a)
	our
Consolidated Accounts for each of our financial years;



	(b)
	our
financial statements for each quarter of our financial years; and



	(c)
	without
delay any such other information as is made public or delivered to our shareholders. 




5.     GENERAL COVENANTS  


5.1 Authorisations  


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



5.2 Compliance with laws  


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


5.3 Change of business  


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


6.     NOTICES  



6.1 In writing  


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


88





 



6.2 Contact details  



	Our contact details are:
	Address:	 	c/o Metro International UK Ltd

4th Floor Leconfield House, Curzon Street

London, W1J 5JA

United Kingdom
	Fax number:	 	+44 20 7493 3229
	Attention:	 	For the attention of the CEO
	

With a copy to Banque Invik:
	Address:	 	Banque Invik

Luxembourg Filial

Skeppsbron 18

Box 2015

103 11 Stockholm
	Fax number:	 	+46 8 562 000 07
	Attention:	 	For the attention of the Branch Manager
	

Your contact details are:
	Address:	 	Nordea Bank Sweden AB (publ)

SE-105 71 Stockholm

Sweden
	Fax number:	 	+ 46 8 614 76 30 or alternatively + 46 8 30 98 94
	Tel number:	 	+ 46 8 614 70 80
	Attention:	 	International Loan Administration, H 352
	

A change of contact details shall be made by giving five Business Days' notice to the other party.





6.3 Effectiveness  


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



	(a)
	if
delivered in person, at the time of delivery;



	(b)
	if
posted, five days after being deposited in the post, postage prepaid, in a correctly addressed envelope; and



	(c)
	if
by fax, or e-mail when received in legible form. 




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


6.4 Language  


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


7.     GOVERNING LAW  



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


89





 



8.     ENFORCEMENT  



8.1 Jurisdiction  



	(a)
	The
courts of Sweden shall have non-exclusive jurisdiction over matters arising of or in connection with this Guarantee. The City Court of Stockholm
(Sw: Stockholms tingsrätt) shall be court of first instance.



	(b)
	The
submission to the jurisdiction of Swedish Courts shall not limit the right of yours to take proceedings against us in any court, which may otherwise exercise jurisdiction of ours
or any of our assets. 




8.2 Waiver of immunity  


        We irrevocably and unconditionally: 



	(a)
	agrees
not to claim any immunity from proceedings brought by a Beneficiary against it in relation to this Guarantee and to ensure that no such claim is made on its behalf; and



	(b)
	waives
all rights of immunity in respect of it or its assets. 






[Place and date] 


For
and on behalf of Metro International SA 





By:



90








  



 
 

SCHEDULE 10    
    
    FORM OF PARENT SHARE PLEDGE AGREEMENT    
    



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



	(1)
	METRO INTERNATIONAL SA, registration number B.73.790, whose registered office is at 75, Route de Longwy, L-8080 Bertrange,
Luxembourg, (the Pledgor); and



	(2)
	NORDEA BANK SWEDEN AB (publ), registration number 502010-5323, as security agent (the Security
Agent) for itself and the Finance Parties (as defined below) under the Finance Documents (as defined below). 




INTRODUCTION:  



	(E)
	Pursuant
to the amortising revolving facility agreement (the Facility Agreement), entered into by and between the Finance Parties (as
defined therein) and the Pledgor's wholly-owned subsidiary Metro Sweden Holding AB, registration number 556625-7530 (the Borrower), on 18
June 2002, the Lenders (as defined in the Facility Agreement) have agreed to make a loan facility of SEK 400,000,000 available to the Borrower.



	(F)
	The
Pledgor has agreed to provide collateral to the Security Agent on behalf of each of the Finance Parties to secure the Borrower's obligations and liabilities under the Facility
Agreement and the other Finance Documents (as defined in the Facility Agreement) on the terms and conditions set out in this Agreement. 




INTERPRETATION  


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


        1.2    In this Agreement 



        Beneficiaries means the Finance Parties represented by the Security Agent; 



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


        Related Rights means, in relation to the Shares (as defined below), all dividends and other distributions paid or payable after the date
hereof on all of the Shares whether in cash or in kind and all shares, securities (including any convertible debt instruments and the dividends or interest thereon), rights, money and property
accruing or offered at any time by way of redemption, bonus, preference, option rights or otherwise to or in respect of any of the Shares or in substitution or exchange for any of the Shares; 



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


        Security Assets means the Shares and the Related Rights; 



        Security Period means the period beginning on the date of this Agreement and ending on the date on which the Facility Agent confirms to
the Security Agent that all sums due to the 



91





 




Beneficiaries
under the Finance Documents have been unconditionally and irrevocably paid or repaid in full; 


        Share Certificates means the share certificates representing the Shares; and 



        Shares mean 1,000 shares, each with a nominal value of SEK 100, in the Borrower representing 100 per cent of the total number of shares in
the Borrower. 




        1.3    In this Agreement, a reference to 




	(i)
	any
statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted;



	(ii)
	a
person includes its successors and assigns; and



	(iii)
	any
document, agreement or other instrument is a reference to the same as it may have been, or may from time to time be, amended, novated, varied or supplemented. 





2.     PLEDGE OF SECURITY ASSETS AND GRANT OF SECURITY  


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



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


3.     PERFECTION OF PLEDGE  


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


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


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


4.     CONTINUING SECURITY  


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


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


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


92





 



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


5.     DIVIDENDS  



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


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


6.     EXERCISE OF SHAREHOLDER RIGHTS  


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


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


7.     REPRESENTATIONS AND WARRANTIES  


        7.1    The Pledgor represents and warrants that: 



	(a)
	it
is a limited liability company, duly incorporated and validly existing under the laws of Luxembourg;



	(b)
	it,
the Target and any of the Target's Subsidiaries have the power to own its assets and carry on its business as it is being conducted;



	(c)
	it
has the power to enter into, perform and deliver, and has taken all necessary action to authorise the entry into, performance and delivery of this Agreement and the transactions
contemplated by this Agreement;



	(d)
	subject
to any limitation as to legal matters set out in the legal opinions delivered under the Facility Agreement, this Agreement constitutes legally binding and valid obligations of
the Pledgor enforceable in accordance with its terms;



	(e)
	the
execution and performance of this Agreement will not breach (i) the constitutional documents of the Pledgor, the Target or any of the Target's Subsidiaries; (ii) any
law or regulation by which the Pledgor, the Target or any of the Target's Subsidiaries is bound; or (iii) any document which is binding upon it, the Target or any of the Target's Subsidiaries
or any of its, the Target's or the Target's Subsidiaries' assets to the extent such breach has a Material Adverse Effect;



	(f)
	all
necessary consents and authorisations required in relation to the entry into, performance, validity and enforceability of this Agreement have been obtained and are in full force
and effect;



	(g)
	it
is not necessary (i) in order to enable any Beneficiary to enforce its rights under this Agreement; or (ii) by reason only of the execution of this Agreement or the
performance by it 



93





 


of
its obligations under this Agreement, that any Beneficiary should be licensed, qualified or otherwise entitled to carry on business in Sweden; 



	(h)
	no
Beneficiary is or will be deemed to be resident, domiciled or carrying on business in Sweden by reason only of the execution, performance and/or enforcement of this Agreement; and



	(i)
	in
relation to it or any other members of the Borrowing Group, no litigation, arbitration or administrative proceedings are current or, to its knowledge, pending or threatened, which,
if adversely determined, are reasonably likely to have a Material Adverse Effect. 




        7.2    The Pledgor further represents and warrants that: 



	(a)
	the
Borrower is duly incorporated and validly existing as a limited liability company under the laws of Sweden;



	(b)
	it
has full ownership of the Security Assets and no lien or any other kind of encumbrance is in existence over the Shares or any part thereof except for the security created
hereunder;



	(c)
	the
Shares have been validly issued, fully paid and duly registered and constitute one hundred (100) per cent of the Borrower's issued share capital;



	(d)
	neither
the Pledgor nor the Borrower has issued, granted or entered into any outstanding options, warrants or other rights of any kind, the content of which includes a right to
acquire, or an obligation to issue Shares or other equity interests in the Borrower; and



	(e)
	the
Borrower has not taken any action nor have any steps been taken or legal proceedings been started or threatened against it for its winding-up, dissolution, or
re-organisation of for the appointment of a liquidator, administrator or similar officer of it or a material part of its assets. 




8.     UNDERTAKINGS BY THE PLEDGOR  


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



	(a)
	create
or permit to subsist any security interest over Security Asset other than any security interest created by this Agreement;



	(b)
	sell,
transfer or otherwise dispose of any Security Asset or permit the same to occur;



	(c)
	amend
or change the Articles of Association of the Borrower without the Security Agent's prior consent and in no case incorporate pre-emptive rights or provisions limiting
the Borrower to grant security;



	(d)
	take
or permit the taking of any action whereby the rights attaching to any of the Security Assets are amended or further shares or Related Rights in the Borrower are issued, save
that it may take or permit the taking of action whereby further shares in the Borrower are issued provided that such shares are issued in favour of the Pledgor and (if not already effected by this
Agreement) the Pledgor simultaneously pledges such shares to the Security Agent on the same terms as this Agreement; or



	(e)
	do
or cause or permit to be done anything which will, or could be reasonably expected to, materially adversely affect the Security Assets or the rights of the Security Agent hereunder
or which in any way is inconsistent with or materially depreciates, jeopardises or otherwise prejudices the Security Assets. 



94





 





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


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


9.     ENFORCEMENT  


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



	(a)
	sell
the Security Assets or any part thereof, for cash or other value, publicly or privately, after the Security Agent has given the Pledgor thirty (30) days prior written
notice of the time and place of any public auction or, as the case may be, the time after which a private sale may be made, and the Security Agent shall not be liable for any loss arising from or in
connection with the realisation of the Security Assets or any part thereof; or



	(b)
	purchase
itself, or nominate a third party who shall be entitled to purchase, the Security Assets or any part thereof from the Pledgor after having engaged an independent valuation
agency, appointed by the Stockholm Chamber of Commerce, as an expert to determine the value of the Security Assets or any part thereof. 




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


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


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


10.   APPLICATION OF PROCEEDS  


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


11.   WAIVER OF DEFENCES  


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


95





 



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



	(a)
	any
time or waiver granted to, or composition with, the Borrower or any other person;



	(b)
	the
taking, variation, compromise, exchange, renewal or release or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Borrower, or
other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any
security;



	(c)
	any
incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or in status of the Borrower or any other person;



	(d)
	any
unenforceability, illegality, frustration or invalidity of any obligation of any person under the Finance Documents or any other documents or security, to the intent that the
Pledgor's obligations under this Agreement shall remain in full force and be construed accordingly, as if there were no unenforceability, illegality, frustration or invalidity; and



	(e)
	any
postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of the Borrower under the Finance Documents resulting from
any re-organisation, composition, insolvency, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation shall be for the purposes of the
Pledgor's obligations under this Agreement be construed as if there were no such circumstance. 




12.   COSTS AND EXPENSES  


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


13.   RELEASE OF PLEDGE  


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



14.   FORCE MAJEURE  


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



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


15.   FURTHER ASSURANCE  



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


96





 



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


16.   ASSIGNMENTS, ETC  


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



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


17.   AMENDMENTS  


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


18.   POWER OF ATTORNEY  


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


19.   NOTICES  


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


        19.2    Any notice or other communication to be given by one party to another under this Agreement shall (unless one party has
by 15 days' notice to the other party specified another address) be given to that other party at the respective address given in Clause 19.3. 


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



	(a)
	the
Security Agent:

Nordea Bank Sweden AB (publ)

Attention:  International Loan Administration H 352

SE-105 71 Stockholm

Sweden

Telefax:  + 46 8 614 76 30 or alternatively + 46 8 20 98 94

Telephone:  + 46 8 614 70 80



	(b)
	the
Pledgor:

Metro International S.A.

c/o Metro International UK Ltd

4th Floor Leconfield House, Curzon Street

London, W1J 5JA

United Kingdom

Attention:  For the attention of the CEO

Telefax:  +44 20 7493 3229 



97





 





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




	(i)
	if
by letter, on the fifth Business Day from dispatch thereof; and



	(ii)
	if
by telefax, on the day of dispatch. 






provided
that a notice given by telefax which is dispatched after 12 noon (Swedish time), or on a day, which is not a Business Day, will be deemed to be given on the next Business Day. 



	(b)
	Any
notice or other communication given to the Security Agent shall be deemed to have been given only on actual receipt. 






20.   COUNTERPARTS  


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



21.   GOVERNING LAW AND JURISDICTION  


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


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


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


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



	METRO INTERNATIONAL SA
	

	
 	


	Name:

Title:	 	 	Name:

Title:	 
	

NORDEA BANK SWEDEN AB (publ)
	

	
 	


	Name:

Title:	 	 	Name:

Title:	 
	

 




98






  



 
 

APPENDIX 1
  
    FORM OF NOTICE    
    


METRO
SWEDEN HOLDING AB

c/o Metro International UK Ltd

4th Floor Leconfield House, Curzon Street

London, W1J 5JA

United Kingdom 


[DATE],
2002 


Dear
Sirs, 


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



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



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


METRO
INTERNATIONAL SA 


By:



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



METRO
SWEDEN HOLDING AB 


By: 


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APPENDIX 2
  
    FORM OF POWER OF ATTORNEY    
    


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


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



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


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


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


Date: 


Place: 


METRO
INTERNATIONAL SA 


By: 


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




101





 
 
 

INTRA-GROUP LOAN AGREEMENT    
    


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


	(1)
	Metro
Sweden Holding AB, (company identity No. 556625-7530) of Box 45075, 104 30 Stockholm, Sweden (the "Borrower");
and



	(2)
	Metro
International Luxembourg Holding SA (company identity No. B 68.518) of L-8080 Bertrange, 75 route de Longwy, Luxembourg (the
"Lender"). 




It
is agreed as follows: 


1.     Definitions and Interpretation  


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



        "Advance" has the meaning given to it by Clause 4. 


        "Business Day" means a day on which banks in Stockholm and Luxembourg are generally open for the transaction of business of the nature
contemplated by this Agreement. 


        "Drawdown Date" has the meaning given to it in Clause 4.2. 


        "Facility" means the facility made available by the Lender to the Borrower on the terms and conditions set out in this Agreement. 


        "Intercreditor Agreement" means the intercreditor agreement dated on or about the date of this Agreement between, amongst others, the
Lender, the Borrower and Nordea Bank Sweden AB (publ). 


        "Interest Payment Date" means 31st July, 31st October, 31st January and 30th April
in each year. 


        "Interest Period" means the period from the Drawdown Date to the next Interest Payment Date. Thereafter each Interest Period shall be from
an Interest Payment Date to the next Interest Payment Date. 


        "Principal Amount" means the outstanding principal amount of the Facility referred to in Clause 2. 



        "Reference Banks" means any three leading banks active in the Stockholm interbank market, as may reasonably be selected by the Lender. 


        "Share Purchase Agreement" means the Share Purchase Agreement dated on or about the date hereof entered into between the Borrower and the
Lender pursuant to which the Borrower purchases all the shares in Metro Nordic Sweden AB. 


        "STIBOR" means the percentage rate for 3-month inter-bank SEK deposits which appear from time to time on the
Reuters Screen SIOR Page, determined two Business Days before the beginning of each Interest Period and valid on the payment date of the Interest Period, or, if no such rate appears on the SIOR
screen, the arithmetic mean (rounded upward, if necessary, to the nearest four decimal places) of the rates for 3-months deposits offered by the Reference Banks to the Lender at its
request by the Reference Banks. 




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



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


102





 



2.     Principal Amount  


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


3.     Purpose  


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


4.     Drawings  


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



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


5.     Interest  


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



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


6.     Repayments  


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


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


7.     Payments  


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


8.     Intercreditor Agreement  



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


103





 



9.     Illegality  


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


10.   Miscellaneous  


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


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


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


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


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


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


SIGNATORIES  


Borrower  



/s/ Pelle Törnberg 


/s/ 


METRO
SWEDEN HOLDING AB 


104





 


Arranger  


/s/
Axel Berning 


/s/
Mats Sandmark 


NORDEA
BANK SWEDEN AB 


Original Lender  


/s/
Axel Berning 


/s/
Mats Sandmark 



NORDEA
BANK SWEDEN AB 


Facility Agent  


/s/
Axel Berning 


/s/
Mats Sandmark 


NORDEA
BANK SWEDEN AB 


Security Agent  


/s/
Axel Berning 


/s/
Mats Sandmark 


NORDEA
BANK SWEDEN AB 


105






  



 
 

SCHEDULE 12    
    
    FORM OF TRANSFER CERTIFICATE    
    



	To:	 	Nordea Bank Sweden AB (publ) as Facility Agent
	

From:	
 	

[THE EXISTING LENDER] (the Existing Lender) and [THE NEW LENDER] (the New Lender)
	

Date:	
 	

[                        ]




 
 

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


	1.
	The
Existing Lender transfers to the New Lender the Existing Lender's rights and obligations referred to in the Schedule below in accordance with the terms of the Agreement.



	2.
	The
proposed Transfer Date is [    ].



	3.
	The
administrative details of the New Lender for the purposes of the Agreement are set out in the Appendix attahed hereto.



	4.
	This
Transfer Certificate is governed by the laws of the Kingdom of Sweden. 


106





 
THE APPENDIX

  

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


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



	[EXISTING LENDER]	 	[NEW LENDER]
	

By:	
 	

 	
 	

By:	
 	

 
	

The Transfer Date is confirmed by the Facility Agent as [                        ].
	

[FACILITY AGENT]	
 	

 	
 	

 
	

By:	
 	

 	
 	

 	
 	

 




107









QuickLinks



Exhibit 4.3


INDEX



SCHEDULE 1

SCHEDULE 2 CONDITIONS PRECEDENT DOCUMENTS


SCHEDULE 3 FORM OF BASE CASE


SCHEDULE 4 FORM OF BORROWER SHARE PLEDGE AGREEMENT



APPENDIX 1




APPENDIX 2



SCHEDULE 5 FORM OF CASH COLLATERAL PLEDGE AGREEMENT



APPENDIX 1


FORM OF NOTICE


SCHEDULE 6 FORM OF COMPLIANCE CERTIFICATE

SCHEDULE 7 FORM OF DRAWDOWN REQUEST



SCHEDULE 8 FORM OF INTERCREDITOR AGREEMENT

INDEX




APPENDIX 1


LIST OF THE PARTIES


APPENDIX 2


FORM OF FINANCE PARTY ACCESSION CERTIFICATE

FINANCE PARTY ACCESSION CERTIFICATE



APPENDIX 3


FORM OF INTERCOMPANY CREDITOR ACCESSION CERTIFICATE

INTERCOMPANY CREDITOR ACCESSION CERTIFICATE


SCHEDULE 9 FORM OF PARENT GUARANTEE

GUARANTEE



SCHEDULE 10 FORM OF PARENT SHARE PLEDGE AGREEMENT


APPENDIX 1 FORM OF NOTICE

APPENDIX 2 FORM OF POWER OF ATTORNEY



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

INTRA-GROUP LOAN AGREEMENT


SCHEDULE 12 FORM OF TRANSFER CERTIFICATE

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