<PAGE>

                                                                    Exhibit 4.11

                              BRIDGE LOAN AGREEMENT


                             DATED 20 February, 2002




                               (pound)150,000,000


                              BRIDGE LOAN AGREEMENT


                                       FOR


                                   ENODIS PLC


                                   ARRANGED BY


                           CREDIT SUISSE FIRST BOSTON
                                       and
                         THE ROYAL BANK OF SCOTLAND plc


                                      WITH


                           CREDIT SUISSE FIRST BOSTON
                                as Facility Agent




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                                      INDEX
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Clause                                                             Page

1.       Interpretation................................................     1
2.       Facility......................................................    18
3.       Purpose.......................................................    20
4.       Conditions Precedent..........................................    20
5.       Drawdown of the Facility and Loan Notes.......................    21
6.       Repayment.....................................................    21
7.       Prepayment and Cancellation ..................................    22
8.       Exchange Notes ...............................................    27
9.       Interest .....................................................    29
10.      [Reserved.] ..................................................    31
11.      Market Disruption ............................................    31
12.      Taxes ........................................................    32
13.      Increased Costs ..............................................    36
14.      Mitigation ...................................................    38
15.      Payments .....................................................    39
16.      Representations ..............................................    41
17.      Information Covenants ........................................    50
18.      Financial Covenants ..........................................    55
19.      General Covenants ............................................    63
20.      Default ......................................................    86
21.      Administrative Parties .......................................    92
22.      Evidence and Calculations ....................................    98
23.      Fees .........................................................    98
24.      Indemnities and Break Costs ..................................    99
25.      Expenses .....................................................   101
26.      Amendments and Waivers .......................................   101
27.      Changes to the Parties .......................................   103
28.      Disclosure of Information ....................................   106
29.      Set-Off ......................................................   107
30.      Pro Rata Sharing .............................................   107
31.      Severability .................................................   108
32.      Counterparts .................................................   109
33.      Notices ......................................................   109
34.      Language .....................................................   110
35.      Governing Law ................................................   111
36.      Enforcement ..................................................   111



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                                       2

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Schedules

1.       Original Parties .......................................    116
2.       Conditions precedent documents .........................    117
3.       Description of the Exchange Notes ......................    118
4.       Exchange Note Indenture ................................    119
5.       Form of Request ........................................    120
6.       Calculation of the Mandatory Cost ......................    121
7.       Form of Transfer Certificate ...........................    123
8        Form of Compliance Certificate .........................    125
9.       Form of Exchange Request ...............................    127
10.      Form of Officers' Certificate of the Company ...........    128
11.      Form of Opinion of Clifford Chance .....................    137





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                                       1

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     THIS AGREEMENT is dated 20 February, 2002

BETWEEN:

(1)  ENODIS PLC (registered number 00109849) (the "Company");

(2)  CREDIT SUISSE FIRST BOSTON and THE ROYAL BANK OF SCOTLAND plc, as arrangers
     (in this capacity the "Arrangers");

(3)  THE FINANCIAL INSTITUTIONS listed in Schedule 1 hereto as original lenders
     (the "Original Lenders"); and

(4)  CREDIT SUISSE FIRST BOSTON, as Facility Agent (in this capacity the
     "Facility Agent").

IT IS AGREED as follows:


1.   INTERPRETATION

1.1  Definitions

     "Accounting Date" means 31st March, 30th June, 30th September and 31st
December, save as adjusted to ensure that all Accounting Dates fall on the same
day of the week or otherwise with the consent of the Majority Lenders.

     "Accounting Principles" means:

     (a)  for the Company and any member of the Group incorporated in England
          and Wales accounting principles and practices generally accepted as at
          the date hereof in the United Kingdom and approved as at the date
          hereof by the Institute of Chartered Accountants of England and Wales
          as at the date hereof and which are consistent with those used in the
          preparation of the Business Plan and the Original Financial
          Statements.

     (b)  for any other member of the Group, accounting principles and
          practices generally accepted as at the date hereof in its jurisdiction
          of incorporation and approved as at the date hereof by the relevant
          local accounting standards board or other applicable authority
          consistently applied.

     "Additional Debt" in relation to any obligation or liability means:

     (a)  any refinancing, novation, deferral or extension of any of those
          liabilities;



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                                       2

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     (b)  any further loan made under any agreement supplemental to or in
          replacement of any relevant Senior Finance Document plus all related
          interest, fees and costs;

     (c)  any claim for damages or restitution in the event of rescission of any
          such liabilities or otherwise in connection with any relevant Senior
          Finance Document or replacement thereof;

     (d)  any amounts (such as post-insolvency interest) which would otherwise
          be included in any such liability but for any discharge,
          non-provability, unenforceability or non-allowability of the same in
          any insolvency or other proceedings.

     "Adjusted LIBOR" means, for any Interest Period, an interest rate per annum
(rounded upwards, if necessary, to the nearest four decimal places) equal to the
sum of (a) the LIBOR in effect for such Interest Period and (b) the Mandatory
Cost.

     "Administrative Party" means an Arranger or the Facility Agent.

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

     "Applicable Spread" means, with respect to any Loan, 675 basis points
during the three-month period commencing on the Effective Date, which amount
shall increase by an additional 50 basis points on the three-month anniversary
of the Effective Date and at the end of each successive three-month period
commencing on the three-month anniversary of the Effective Date until but
excluding the Initial Bridge Maturity Date.

     "Approved Bank" means The Royal Bank of Scotland plc, National Westminster
Bank Plc and any other bank approved in writing by the Facility Agent and, in
each case, which has been given and has acknowledged all notices (if any) given
to it pursuant to the Security Documents.

     "Auditors" means Deloitte & Touche or any other firm of auditors (being one
of PricewaterhouseCoopers, KPMG or Ernst & Young) appointed in replacement
thereof.

     "Bond Documents" means the High Yield Refinancing Securities and the Bond
Exchange Notes and any indenture, trust deed, notes, terms and conditions,
subscription agreement, agency agreement or other agreement, in each case
entered into with, inter alia, Credit Suisse First Boston and The Royal Bank of
Scotland plc, in their capacity as lead arrangers thereunder, pursuant to which
the High Yield Refinancing Securities or the Bond Exchange Notes are to be
constituted and issued by the Company.

     "Bond Exchange Notes" means any notes registered with the U.S. Securities
and Exchange Commission issued in exchange for the High Yield Refinancing
Securities.

     "Break 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.

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     "Bridge Finance Document" means this Agreement (and the Schedules hereto,
and the exhibits to such schedules), the Fee Letter, the Exchange Note
Indenture, a Transfer Certificate, the Subordination Agreement, the Subordinated
Intercompany Loan Agreement or any other document designated as such by the
Facility Agent and the Company.

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

     "Business Plan" means the agreed model prepared by the Company referred to
at paragraph 12 of Part I of Schedule 2 to the Senior Credit Facilities under
the heading "Other documents and evidence".

     "Cash" means cash in hand or cash at bank.

     "Cash Equivalents" means, at any time:

     (a)  certificates of deposit, maturing within six months after the relevant
          date of calculation, issued by a bank;

     (b)  any investment in marketable obligations issued or guaranteed by a
          person which has a credit rating of either A-1 by Standard & Poor's or
          FitchIBCA or P-1 by Moody's or an equivalent credit rating;

     (c)  open market commercial paper:

          (i)    for which a recognized trading market exists;

          (ii)   which matures within six months after the relevant date of
                 calculation; and

          (iii)  which has a credit rating of either A-1 by Standard & Poor's or
                 FitchIBCA or P-1 by Moody's, or, if no rating is available in
                 respect of the commercial paper or indebtedness, the issuer of
                 which has, in respect of its long-term debt obligations, an
                 equivalent rating;

     (d)  Sterling bills of exchange eligible for rediscount at the Bank of
          England and accepted by an acceptable bank; or

     (e)  any other instrument, security or investment approved in writing by
          the Majority Lenders.

     "Commitment" means, in relation to a Lender, the principal amount described
as such set forth opposite its name in Schedule 1 hereto or set forth under the
heading "Rights and obligations to be transferred by novation" in the schedule
to any Transfer Certificate, in each case as reduced or cancelled in accordance
with this Agreement.

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     "Daylight Facility" means the daylight facility dated the date hereof in an
amount of up to (pound)150,000,000 to be made available to Enodis Holdings
Limited under the terms of the Daylight Facility Agreement.

     "Daylight Facility Agreement" means the facility agreement dated on or
about the date hereof between Credit Suisse First Boston and The Royal Bank of
Scotland plc as lenders and Enodis Holdings Limited as borrower.

     "Default" means:

     (a)  an Event of Default; or

     (b)  an event specified in Clause 20 which would be (with the expiry of a
          grace period, the giving of notice or the making of any determination
          under the Bridge Finance Documents or any combination of them) an
          Event of Default.

     "Description of the Exchange Notes" means the Description of the Exchange
Notes attached hereto as Schedule 3.

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

     "Effective Date" means the date on which the Original Lenders make the
Loans.

     "Environmental Approval" means any authorization required by an
Environmental Law.

     "Environmental Claim" means any claim by any person in connection with:

     (a)  a breach, or alleged breach, of an Environmental Law;

     (b)  any accident, fire, explosion or other event of any type involving an
          emission or substance which is capable of causing harm to any living
          organism or the environment; or

     (c)  any other environmental contamination,

     which might result in any liability on any Party or any member of the
     Group.

     "Environmental Law" means any law or regulation concerning:

     (a)  the protection of health and safety;

     (b)  the environment; or

     (c)  any emission or substance which is capable of causing harm to any
          living organism or the environment.




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     "Equity Offering" means the rights issue, to be underwritten by Credit
Suisse First Boston pursuant to which ordinary shares in the Company will be
offered by way of pre-emptive rights to certain qualifying shareholders of the
Company.

     "Event of Default" is defined in Clause 20.

     "Exchange" is defined in Clause 8.1.

     "Exchange Date" is defined in Clause 8.3.

     "Exchange Note" means any senior note issued by the Company in order to
refinance the Loans as contemplated by Clauses 8.1 and 8.2 and substantially in
the form attached as an exhibit to the Exchange Note Indenture.

     "Exchange Note Indenture" means an indenture entered into between the
Company and a trustee pursuant to Clause 19.40, as the same may at any time be
amended, modified and supplemented, relating to the issuance of the Exchange
Notes, and substantially in the form attached hereto as Schedule 4.

     "Exchange Notes Availability Date" is defined in Clause 8.5.

     "Exchange Request" is defined in Clause 8.4.

     "Exchange Spread" means 50 basis points.

     "Existing Facility Agreement" means the credit agreement dated 12th March,
2001 (as amended from time to time) and made between the Company, The Royal Bank
of Scotland plc, Salomon Brothers International Limited, Citibank, N.A.,
National Westminster Bank Plc and others and their successors, assigns and
transferees from time to time.

     "Extended Loans" is defined in Clause 2.1.

     "Facility" means the loan facility referred to in Clause 2.1.

     "Facility Office" means the office notified by a Lender to the Facility
Agent in writing on or before the date it becomes a Lender (or, following that
date, by not less than five Business Days' written notice) (i) as the office
through which it will perform its obligations under this Agreement where the
office is situated in Financial Action Task Force countries, or (ii) with the
prior written consent of the Agent, as the office through which it will perform
its obligations under this Agreement situated in non-Financial Action Task Force
countries.

     "Fee Letter" means the letter dated February 20, 2002 from the Arrangers to
the Company, countersigned by the Company by way of acceptance simultaneously
with the execution hereof.

     "Felsted" means the property known as Station Road, Felsted (excluding
Phases I and II of the project for which building licenses have been granted to
house builders), the

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                                        6

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freehold of which is owned by Enodis Property Developments Limited with title
numbers EX438209, EX415617 and EX400035.

     "Final Bridge Maturity Date" means the date which is the tenth anniversary
of the Effective Date.

     "Finance Party" means a Lender or an Administrative Party.

     "Financial 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 finance or capital lease as determined in accordance with UK GAAP;

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

     (f)  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;

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

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

     (i)  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

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

     "Funds Flow Statement" means the statement prepared by the Company and
agreed with the Facility Agent showing the funds flow of the proceeds of this
Facility, the Senior Credit Facilities, the Daylight Facility and the
Subordinated Intercompany Loan on or immediately prior to or after the Effective
Date.

     "Guarantor" shall have the meaning assigned to such term in the Senior
Credit Facilities.


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         "Group" means Topco (if established), the Company and its Subsidiaries
and any company in which the Company or any of its Subsidiaries together with
one or more Subsidiaries of the Company own 51 per cent. or more of the issued
share capital.

         "Hedging Bank" means each bank or financial institution (if any) which
is or becomes a party to the Hedging Documents as provider of interest rate or
currency swap or other hedging facilities to any of the Obligors.

         "Hedging Debt" means all present and future liabilities (actual or
contingent) payable or owing by any Obligor to any Hedging Bank under or in
connection with the Hedging Documents, whether or not matured and whether or not
liquidated, together with any Additional Debt.

         "Hedging Documents" means any ISDA master agreement and other currency
or interest hedging agreements or documents in each case in form and substance
satisfactory to the Facility Agent and which may be entered into by a member of
the Group with a Lender or Affiliate thereof as contemplated in the Hedging
Letter.

         "Hedging Letter" means a letter dated on or about the Effective Date
between Enodis Holdings Limited and the Facility Agent relating to the interest
hedging on at least 50% of all amounts outstanding under the Senior Credit
Facilities and currency hedging to be effected by the Group.

         "High Yield Refinancing" means the issuance and sale of the High Yield
Refinancing Securities.

         "High Yield Refinancing Securities" means senior unsecured notes or
debentures, or other debt securities satisfactory to the Arrangers, with a
maturity of no greater than 10 years and denominated in Sterling or, with the
consent of the Company, euro or U.S. dollars, as the Arrangers may in their good
faith judgment, after consultation with the Company, determine, to be issued by
the Company after the Effective Date to refinance in part the Loans and any
Exchange Notes (including accrued interest thereon) hereunder.

         "Hive-Down Agreements" means:

         (a)   the agreement for the sale and purchase of the business and the
               assets of the Company between the Company and Enodis Holdings
               Limited;

         (b)   the deed of agreement in relation to the transfer of the legal
               title only of certain shares between the Company and Enodis
               Holdings Limited;

         (c)   the registered intellectual property rights assignment between
               the Company and Enodis Holdings Limited;

         (d)   the deed of release between the Company and Enodis Holdings
               Limited;

         (e)   the agreement for the sale and purchase of the business and the
               assets of Enodis Holdings Limited between Enodis Holdings Limited
               and Enodis Group Limited;




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                                        8

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         (f)   a deed of agreement in relation to the transfer of the legal
               title only of certain shares between Enodis Holdings Limited and
               Enodis Group Limited; and

         (g)   the registered intellectual property rights assignment between
               Enodis Holdings Limited and Enodis Group Limited,

         in each case in respect of the Hive-Downs and dated on or about the
         Effective Date.

         "Hived-Down Assets" means the assets transferred pursuant to the
Hive-Down Documents.

         "Hive-Down Documents" means the Hive-Down Agreements and all transfers
and other instruments made pursuant thereto.

         "Hive-Downs" means the transfer of all the assets, liabilities and
business functions (other than any such assets, liabilities and business
functions which are identified in Schedule 2 of the Hive-Down Agreements) of the
Company from the Company to Enodis Holdings Limited and from Enodis Holdings
Limited to Enodis Group Limited as described in the Structure Memorandum and
provided for in the Hive-Down Agreements.

         "Holding Company" means a holding company within the meaning of section
736 of the U.K. Companies Act 1985.

         "Increased Cost" means:

         (a)   an additional cost incurred by a Finance Party or any of its
               Affiliates as a result of it having entered into, or performing,
               maintaining or funding its obligations under, any Bridge Finance
               Documents;

         (b)   that portion of an additional cost incurred by a Finance Party or
               any of its Affiliates in making, funding or maintaining all or
               any advances comprised in a class of advances formed by or
               including that Finance Party's participations in the Loans made
               by it under this Agreement as is attributable to that Finance
               Party making, funding or maintaining those participations;

         (c)   a reduction in any amount payable to a Finance Party or any of
               its Affiliates or the effective return to a Finance Party or any
               of its Affiliates under this Agreement or (to the extent that it
               is attributable to this Agreement or the transactions
               contemplated thereby) on its capital; or

         (d)   the amount of any payment made by a Finance Party or any of its
               Affiliates, or the amount of interest or other return foregone by
               a Finance Party or any of its Affiliates, calculated by reference
               to any amount received or receivable by a Finance Party or any of
               its Affiliates from any other Party under this Agreement.

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                                        9

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         "Information Memorandum" means the information memorandum relating to
the Group to be prepared on behalf of Enodis Holdings Limited and approved by
Enodis Holdings Limited for the purposes of general syndication of the Senior
Credit Facilities.

         "Initial Bridge Maturity Date" means the date which is 364 days after
the Effective Date.

         "Initial Loans" is defined in Clause 2.1.

         "Initial Rate" shall be determined on the Initial Bridge Maturity date
and shall be equal to the greatest of (a) the interest rate borne on Loans on
the day immediately preceding the Initial Bridge Maturity Date, (b) 850 basis
points plus the Treasury Rate on the Initial Bridge Maturity Date and (c) 50
basis points plus the Credit Suisse First Boston High Yield Index II Rate on the
Initial Bridge Maturity Date.

         "Intellectual Property Rights" means:

         (a)   any know-how, patent, trade mark, service mark, design, business
               name, domain name, topographical or similar right;

         (b)   any copyright, data base or other intellectual property right; or

         (c)   any interest in the above,

         in each case whether registered or not and includes any related
         application.

         "Interest Payment Date" means, with respect to any Loan, the last day
of the Interest Period applicable to such Loan, and, in addition, the date of
any prepayment of such Loan.

         "Interest Period" means (i) prior to the Initial Bridge Maturity Date,
as to any Loan, the period commencing on the date of the borrowing of such Loan
and ending on the numerically corresponding day (or, if there is no numerically
corresponding day, on the last day) in the calendar month that is three months
thereafter; provided, however, that, during the three-month period prior to the
anticipated issuance by the Company of High Yield Refinancing Securities, the
Company may elect Interest Periods of shorter duration (one day, one week or one
or two months) upon five Business Days prior written notice to the Facility
Agent, and (ii) following the Initial Bridge Maturity Date, the period
commencing on the Initial Bridge Maturity Date and ending on the successive
semi-annual periods thereafter ending on the next succeeding March 1 or
September 1 and the period ending on the Final Bridge Maturity Date or the date
such Loan is repaid or prepaid; provided, however, that if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless, in the case of clause (i)
above, such next succeeding Business Day would fall in the next calendar month,
in which case such Interest Period shall end on the next preceding Business Day.

         "Intra-Group Funding Agreement" means the agreement between Enodis
Holdings Limited and various of its Subsidiaries providing (inter alia) for
those

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                                       10

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Subsidiaries to make loans to Enodis Holdings Limited on demand by it for the
purpose of providing it with funds to (i) meet its payment obligations under the
Senior Finance Documents and (ii) subject to the terms of the Senior Finance
Documents, make servicing payments on the Subordinated Intercompany Loan and
other limited payments to the Company.

         "Lenders" means the Original Lenders and any financial institution that
becomes a Lender after the date of this Agreement pursuant to and in accordance
with the terms hereof.

         "LIBOR" means for an Interest Period of any Loan or overdue amount:

         (a)   the applicable Screen Rate; or

         (b)   if no Screen Rate is available for the Interest Period of that
               Loan or overdue amount, the arithmetic mean (rounded upward to
               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 London interbank market,

         as of 11.00 a.m. on the Rate Fixing Day for the offering of deposits in
         Sterling for a period comparable to that Interest Period.

         "Loan Notes" is defined in Clause 5.2.

         "Loans" means the Initial Loans and the Extended Loans, and shall
include any Loan evidenced by Loan Notes issued in accordance with Clause 5.2.

         "Majority Lenders" means, at any time, Lenders:

         (a)   whose share in the outstanding Loans and whose undrawn
               Commitments then aggregate 66 2/3 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 66 2/3 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 66 2/3
               per cent. or more of the Total Commitments immediately before the
               reduction.

         "Mandatory Cost" means the cost of complying with certain regulatory
requirements, expressed as a percentage rate per annum and calculated by the
Facility Agent under Schedule 6 hereto.

         "Margin Stock" means margin stock or "margin security" within the
meaning of Regulations T, U and X.

         "Material Adverse Effect" means a material adverse effect on:

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                                       11

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         (a)   the ability of the Company (taking into account resources
               lawfully available to it from other members of the Group) to
               perform its payment obligations under any Bridge Finance
               Document;

         (b)   the ability of the Company to comply with any term of Clause 18
               (Financial covenants);

         (c)   the validity or enforceability of any Bridge Finance Document; or

         (d)   the rights and remedies of any Finance Party under the Bridge
               Finance Documents.

         "Material Subsidiary" means, at any time, a Subsidiary of the Company
whose gross assets or profits before interest, Tax and exceptional or
extraordinary items ("EBIT") (excluding intra-Group items) (consolidated with
those of its Subsidiaries in the case of a Subsidiary which itself has
Subsidiaries) then equal or exceed 5 per cent. of the gross assets or EBIT of
the Group.

For this purpose:

         (a)   the gross assets or EBIT of a Subsidiary of the Company will be
               determined from the accounting records of the Group upon which
               the latest quarterly financial statements of the Group have been
               based;

         (b)   if a Subsidiary of the Company becomes a member of the Group
               after the date on which the latest quarterly financial statements
               of the Group have been prepared, the gross assets or EBIT of that
               Subsidiary (consolidated if applicable) will be determined from
               its latest financial statements;

         (c)   the gross assets or EBIT of the Group will be determined from its
               latest quarterly financial statements, adjusted (where
               appropriate) to reflect the gross assets or EBIT of any company
               or business subsequently acquired or disposed of;

         (d)   if a Material Subsidiary disposes of all or substantially all of
               its assets to another Subsidiary of the Company, it will
               immediately cease to be a Material Subsidiary and the other
               Subsidiary (if it is not already) will immediately become a
               Material Subsidiary; the subsequent accounting records of the
               Group upon which the latest financial statements of the Group
               have been prepared will be used to determine whether those
               Subsidiaries are Material Subsidiaries or not; and

         (e)   gross assets does not include goodwill.

         If there is a dispute as to whether or not a company is a Material
         Subsidiary, a certificate of the Auditors of the Company will be, in
         the absence of manifest error, conclusive.

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                                       12

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         "Maturity Date" means, at any particular time with respect to a
particular Loan, the date on which the principal and all accrued and unpaid
interest on such Loan is then due, which may be the Initial Bridge Maturity Date
or the Final Bridge Maturity Date, or such other date as may be determined
hereunder as a result of a Default, redemption or otherwise.

         "Measurement Period" has the meaning given to that term in Clause 18.

         "Net Proceeds" means any amount received or recovered by a member of
the Group in respect of:

         (a)   the consideration for a Disposal or Share Disposal to a person
               who is not a member of the Group (including the amount of any
               intercompany loan repaid to continuing members of the Group) net
               of all Taxes applicable on, or to any gain resulting from, such
               Disposal or Share Disposal and of all reasonable third party
               costs, fees or expenses incurred by continuing members of the
               Group in arranging and effecting such Disposal or Share Disposal;
               or

         (b)   the proceeds of any claim or claims for loss or damage to its
               assets or business.

         "Obligor" shall have the meaning assigned to such term in the Senior
Credit Facilities.

         "Original Financial Statements" means for the Company its audited
consolidated financial statements for the year ended 30th September, 2001, the
unaudited consolidated financial statements for the Company's financial quarter
ending on 29th December, 2001.

         "Party" means a party to this Agreement.

         "Permitted Additional Dividend" shall have the meaning assigned to such
term in the Senior Credit Facilities.

         "Permitted Distributions" shall have the meaning assigned to such term
in the Senior Credit Facilities.

         "PIK Interest Amount" means, with respect to any period in which a Loan
or Exchange Note bears interest at a rate in excess of 14% per annum, the
aggregate amount equal to the excess amount of interest borne by such Loan or
Exchange Note for such period.

         "Priority Deed" means the priority deed dated on or about the date
hereof between, among others, the Finance Parties (as defined in the Senior
Credit Facilities) and certain members of the Group as intercompany debtors and
creditors.

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         "Pro Rata Share" means:

         (a)   for the purpose of determining a Lender's share in a Loan, the
               proportion which its Commitment in the Facility bears to the
               Commitments of all the Lenders in the relevant Facility; and

         (b)   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.

         "Rate Fixing Day" means the first day of an Interest Period for a Loan.

         "Recognized Stock Exchange" means a recognized stock exchange within
the meaning of section 841 of the U.K. Income and Corporation Taxes Act of 1988.

         "Reference Banks" means the Facility Agent, The Royal Bank of Scotland
plc and any other bank or financial institution appointed as such by the
Facility Agent in consultation with the Company under this Agreement.

         "Regulations T, U and X" means, respectively, Regulations T, U and X of
the Board of Governors of the Federal Reserve System of the U.S. (or any
successor) as now and from time to time hereafter in effect.

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

         "Request" means a request for Initial Loans, substantially in the form
attached hereto as Schedule 5.

         "Required Payments" shall have the meaning assigned to such term in the
Senior Credit Facilities.

         "Screen Rate" means for LIBOR the British Bankers Association Interest
Settlement Rate (if any) for the Interest Period displayed on the appropriate
page of the Telerate 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 Company and the Lenders) may specify another page or
service displaying the appropriate rate.

         "Securities Act" means the United States Securities Act of 1933.

         "Security Document" means each security document listed in Part I of
Schedule 2 to the Senior Credit Facilities under the heading "Security
Documents".

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                                       14

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     "Security Interest" means any mortgage, pledge, lien, charge, assignment,
hypothecation or security interest or any other agreement or arrangement having
a similar effect.

     "Senior Credit Facilities" shall mean the Senior Credit Agreement dated as
of February 20, 2002, entered into by and among Enodis Holdings Limited, certain
Subsidiaries of Enodis Holdings Limited as original borrowers, certain
Subsidiaries of Enodis Holdings Limited as original guarantors, the lenders
referred to therein, Credit Suisse First Boston and The Royal Bank of Scotland
plc, as Arrangers, and The Royal Bank of Scotland plc, as Facility Agent and
Issuing Bank, together with the related documents thereto (including the term
loans and revolving loans thereunder, any guarantees and security documents), as
amended, extended, renewed, restated, supplemented or otherwise modified (in
whole or in part, and without limitation as to amount, terms, conditions,
covenants and other provisions) from time to time, and any agreement (and
related document) governing Indebtedness (as defined in the Exchange Note
Indenture) incurred to Refinance (as defined in the Exchange Note Indenture), in
whole or in part, the borrowings and commitments then outstanding or permitted
to be outstanding under such Senior Credit Agreement or a successor Credit
Agreement, whether by the same or any other lender or group of lenders.

     "Senior Creditor" means each of:

     (a)  the banks and financial institutions named in Schedule 1 of the Senior
          Credit Facilities in their capacity as Original Lenders and/or
          Ancillary Lender and/or Issuing Bank under (and as defined in) the
          Senior Credit Facilities or the Daylight Facility Agreement;

     (b)  the Arrangers and the Facility Agent (in each case as defined in the
          Senior Credit Facilities); and

     (c)  any successor, permitted transferee, replacement or assignee of any of
          the above.

     "Senior Debt" means all present and future liabilities (actual or
contingent) payable or owing by any Obligor to any Senior Creditor under or in
connection with the Senior Finance Documents, whether or not matured and whether
or not liquidated, together with, without duplication, any Additional Debt.

     "Senior Discharge Date" means the date on which the Agent (as defined in
the Senior Credit Facilities) is satisfied that all of the Senior Debt and
Hedging Debt has been irrevocably paid and discharged and all Commitments (as
defined in the Senior Credit Facilities) of the Senior Creditors and all
obligations of the Hedging Banks under the Hedging Documents have been
terminated.

     "Senior Finance Documents" shall mean the Finance Documents, as such term
is defined in the Senior Credit Facilities.

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                                       15

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     "Structure Memorandum" means the Funds Flow Statement, the memorandum and
chart referred to at paragraph 16 of Part I of Schedule 2 to the Senior Credit
Facilities.

     "Subordinated Intercompany Loan" means the subordinated intercompany loan
in an amount of up to (pound)150,000,000 made available to Enodis Holdings
Limited pursuant to the terms of the Subordinated Intercompany Loan Agreement.

     "Subordinated Intercompany Loan Agreement" means the agreement dated on or
about the Effective Date between the Company as lender and Enodis Holdings
Limited as borrower.

     "Subordinated Loan Servicing Payments" shall have the meaning assigned to
such term in the Senior Credit Facilities.

     "Subordination Agreement" means the deed dated on or about the Effective
Date among the Company, Enodis Holdings Limited and The Royal Bank of Scotland
as agent for the lenders under the Senior Credit Facilities relating to the
subordination of the Subordinated Intercompany Loan.

     "Subsidiary" means (a) a subsidiary within the meaning of section 736 of
the U.K. Companies Act 1985, and (b) unless the context otherwise requires, a
subsidiary undertaking within the meaning of section 258 of the U.K. Companies
Act 1985.

     "Tax" means any tax, levy, impost, duty or other charge or withholding of a
similar nature (including any related penalty or interest).

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

     "Tax Payment" means a payment made by the Company to a Finance Party in any
way relating to a Tax Deduction.

     "Topco" means any Holding Company of the Company which at the time it
becomes a Holding Company of the Company is owned and controlled by
substantially the same shareholders as own and control the Company immediately
prior to that date.

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

     "Transaction Documents" means:

     (a)  the Bridge Finance Documents;

     (b)  the Bond Documents;

     (c)  the Senior Finance Documents;

     (d)  the Daylight Facility Agreement;

     (e)  the Subordinated Intercompany Loan Agreement;




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                                       16

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     (f)  the Subordination Agreement; and

     (g)  the Hive-Down Documents.

     "Transfer Certificate" means a document substantially in the form attached
hereto as Schedule 7.

     "Treasury Rate" means (a) the rate borne by direct obligations of the
United Kingdom maturing on the tenth anniversary of the Effective Date and (b)
if there are no such obligations, the rate determined by linear interpolation
between the rates borne by two direct obligations of the United Kingdom maturing
closest to, but straddling, the tenth anniversary of the Effective Date, in each
case as published by the U.K. Debt Management Office.

     "Trustee" means the trustee under the Exchange Note Indenture.

     "U.K." means the United Kingdom.

     "U.S." and "United States" means the United States of America.

     "U.S. Group Company" means any subsidiary of the Company incorporated in
the United States of America.

     "Utilization Date" means the date on which the Initial Loans are made.

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;

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

                 an "authorization" includes an authorization, consent,
                 approval, resolution, license, exemption, filing, registration
                 or notarization;

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

                 "indebtedness" includes any obligation (whether incurred as
                 principal or as surety) for the payment or repayment of money;

                 a "person" includes any individual, company, corporation,
                 unincorporated association or body (including a partnership,
                 trust, joint venture or consortium), government, state, agency,

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                                       17

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                 organization 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 organization;

          (ii)   a currency is a reference to the lawful currency for the time
                 being of the relevant country;

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

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

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

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

          (vii)  a Transaction Document or another document is a reference to
                 that Transaction Document or other document as amended; and

          (viii) a time of day is a reference to London time.

     (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 immediately 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.

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                                       18

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     (c)  Unless expressly provided to the contrary in a Bridge Finance
          Document, a person who is not a party to a Bridge Finance Document may
          not enforce any of its terms under the Contracts (Rights of Third
          Parties) Act 1999 and notwithstanding any term of any Bridge Finance
          Document, the consent of any third party is not required for any
          variation (including any release or compromise of any liability under)
          or termination of that Bridge Finance Document.

     (d)  Unless the contrary intention appears:

          (i)    a reference to a Party will not include that Party if it has
                 ceased to be a Party under this Agreement;

          (ii)   an amount in euro is payable only in the euro unit;

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

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

     The headings in this Agreement do not affect its interpretation.

2.   FACILITY

2.1  Facility

     (a)  Subject to the terms of this Agreement, each of the Lenders agrees,
          severally and not jointly, to make a loan (individually, an "Initial
          Loan" and collectively, the "Initial Loans") up to an aggregate
          principal amount equal to such Lender's Commitment. The Initial Loans
          shall have an aggregate principal amount of (pound)150,000,000.
          Amounts paid or prepaid in respect of Loans may not be reborrowed.

     (b)  Subject to the terms and conditions hereof, each Lender severally
          agrees,

          (i)    if its Initial Loans have not been repaid on the Initial Bridge
                 Maturity Date, and

          (ii)   to the extent the Lender has not exercised its option to
                 receive Exchange Notes prior to the Initial Bridge Maturity
                 Date in exchange for all or part of its Initial Loan pursuant
                 to Clause 8,

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                                       19

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          to extend the Maturity Date of its Initial Loan until the Final Bridge
          Maturity Date (any Initial Loan, or portion thereof, so extended, an
          "Extended Loan"). Amounts paid or prepaid in respect of Extended Loans
          may not be reborrowed.

     (c)  Notwithstanding any other term of this Agreement, the Loans shall not,
          at any time, exceed the Total Commitments.

2.2  Nature of a Lender's Rights and Obligations

     Unless otherwise agreed by all the Finance Parties:

     (a)  the obligations of a Finance Party under the Bridge 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 Bridge Finance Documents;

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

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

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

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

2.3  Affiliates of Lenders

     (a)  Each Lender may, if it so elects, fulfill its commitment to make an
          Initial Loan by designating a branch or an Affiliate to make that
          Initial Loan. However:


          (i)    the Lender shall remain solely responsible for the performance
                 of its obligations under this Agreement;

          (ii)   no such designation shall result in any increased costs or Tax
                 Payment to the Company; and

          (iii)  the branch or Affiliate shall comply with all form delivery and
                 other requirements under this Agreement.

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                                       20

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     (b)  A Lender may provide for an Affiliate to participate in an Initial
          Loan in the manner contemplated in paragraph (a) above by:


          (i)    joining the relevant Affiliate in as a Lender; and

          (ii)   giving notice to the Facility Agent and the Company.

     In this event that Lender and its Affiliate will be treated as having a
     single Commitment, but, for all other purposes other than that mentioned in
     paragraph (a) above and paragraph (c) below, will be treated as separate
     Lenders.

     (c)  For the purposes of:


          (i)    compliance with Clause 27.2; and

          (ii)   voting in connection with any Bridge Finance Document,

          each Lender and its Affiliate will be regarded as a single Lender.

3.   PURPOSE

3.1  Purpose of the Loans

     The proceeds of the Initial Loans shall only be used:

     (a)  to make the Subordinated Intercompany Loan to Enodis Holdings Limited
          under the Subordinated Intercompany Loan Agreement, which in turn will
          be used by Enodis Holdings Limited to repay outstanding indebtedness
          under the Daylight Facility; and

     (b)  to pay related fees and expenses.

3.2  Undertaking by the Company

     The Company undertakes that it will only utilize the Initial Loans as
permitted by this Clause 3.

3.3  No Obligation to Monitor

     No Finance Party is bound to monitor or verify the use of the Initial
Loans.

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                                       21

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4.       CONDITIONS PRECEDENT

4.1      Conditions precedent documents

         A Request may not be given until the Facility Agent has notified the
Company and the Lenders that it has received all of the documents and evidence
set out in Schedule 2 hereto in form and substance satisfactory to the Facility
Agent. The Facility Agent must give this notification as soon as reasonably
practicable following receipt of such documents and evidence.

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 Request and the
Utilization Date for that Loan:

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

        (b)  no Default is outstanding or would result from the Loan.

5.       DRAWDOWN OF THE FACILITY AND LOAN NOTES

5.1      Drawdown

         Subject to the other terms of this Agreement, the Initial Loans shall
be drawn down in one advance of (pound)150,000,000 on or about the date of this
Agreement upon request by the Company by giving the Facility Agent a duly
completed Request. Upon such drawdown, the Facility shall cease to be available
for utilization and shall be cancelled and the Total Commitments shall be
cancelled.

5.2      Loan Notes

         Any Lender may request at any time that Loans made by it be evidenced
by a promissory note (a "Loan Note"). In such event, the Company shall prepare,
execute and deliver to such Lender a Loan Note payable to the order of such
Lender (or, if requested by such Lender, to such Lender and its permitted
assigns) and in a form approved by the Facility Agent (acting reasonably).
Thereafter, the Loans evidenced by such Loan Note and interest thereon shall at
all times (including after assignment pursuant to Clause 27.2) be represented by
one or more Loan Notes in such form payable to the order of the payee named
therein (or, if such Loan Note is a registered note, to such payee and its
permitted assigns). Each Lender shall, and is hereby authorized by the Company
to, endorse on the schedule attached to each Loan Note delivered to such Lender
(or on a continuation of such schedule attached to such Loan Note and made a
part thereof), or otherwise to record in such Lender's internal records, an
appropriate notation evidencing the date and

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                                       22

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amount of each Loan from such Lender, each payment and prepayment of principal
of any such Loan, each payment of a PIK Interest Amount pursuant to Clause
9.1(d), each payment of interest on any such Loan and the other information
provided for on such schedule; provided, however, that the failure of any Lender
to make such a notation or any error therein shall not in any manner affect the
obligation of the Company to repay the Loans made by such Lender in accordance
with the terms of this Agreement and the applicable Loan Note.

6.       REPAYMENT

         The Company shall repay the Loans in full on the Final Bridge Maturity
Date; provided, however, that if the High Yield Refinancing is completed prior
to the Final Bridge Maturity Date, the entire net proceeds (other than fees and
expenses) of the High Yield Refinancing shall be used to repay the Loans in full
or in part; provided, further, that if the Equity Offering is completed prior to
the Final Bridge Maturity Date, the entire net proceeds (other than fees and
expenses) of the Equity Offering shall be used to repay the Loans in full or in
part.

7.       PREPAYMENT AND CANCELLATION

7.1      Definitions and interpretation

         In this Clause:

         "Consolidated Cashflow", "Consolidated Total Debt Service",
"Consolidated Total Net Debt", "Consolidated EBITDA" and "Measurement Period"
have the meaning given to them in Clause 18;

         "Disposal" means a disposal made after the date of this Agreement of
any of the assets (including any disposal of property), business or undertaking
of any member of the Group (other than a disposal referred to in Clause
19.6(b)(ii) to (vii) and other than a Share Disposal) either in a single
transaction or in a series of transactions, whether related or not, the gross
proceeds (including any non-Cash consideration) of which individually exceed
(pound)750,000 or when aggregated with all other such disposals made after the
date of this Agreement exceed (pound)10,000,000; and

         "Share Disposal" means a disposal made after the date of this Agreement
by any member of the Group of any shares in any member of the Group.

         Any accounting term or terms used in the accounts and used in this
Clause are to be construed in accordance with the Accounting Principles.

7.2      Exchange Note Indenture

         On and after the Initial Bridge Maturity Date, Loans and Exchange Notes
will be prepaid in accordance with the Exchange Note Indenture.

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                                       23

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7.3      Mandatory prepayment - illegality

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

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

                  (i)      subject to Enodis Holdings Limited's compliance with
                           the Senior Credit Facilities, the Company must repay
                           or prepay the share of that Lender in each Loan or
                           Exchange Note utilized by it on the date specified in
                           paragraph (c) below; and

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

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


                  (i)      the last day of the current Interest Period for that
                           Loan or Exchange Note as at the date of receipt by
                           the Company of notice from the Lender under paragraph
                           (a) above; or

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

7.4      Mandatory prepayment - change of control/ownership

         (a)      The Company must promptly notify the Facility Agent if:

                  (i)      it becomes aware of any person (other than Topco) or
                           group of persons acting in concert gaining control of
                           the Company, Enodis Holdings Limited, Enodis Group
                           Limited or (following its establishment) Topco;

                  (ii)     Enodis Holdings Limited ceases to be a wholly-owned
                           Subsidiary of the Company;

                  (iii)    Enodis Group Limited ceases to be a wholly-owned
                           Subsidiary of Enodis Holdings Limited;

                  (iv)     all or substantially all of the assets or business of
                           the Group are sold; or

                  (v)      the Company is aware that any of the above events
                           will, or are likely to, occur.

         (b)      After notification under paragraph (a) above, if (1) the
                  Senior Creditors under the Senior Credit Facilities have
                  required cancelation and

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                                       24

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                  acceleration under Clause 11.3 of the Senior Credit Facilities
                  and (2) the Majority Lenders so require, the Facility Agent
                  must, by notice to the Company:

                  (i)     cancel the Total Commitments; and

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

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

         (c)      In paragraph (a) above:


         "control" has the meaning given to it in section 416 of the Income and
Corporation Taxes Act 1988; and

         "acting in concert" has the meaning given to it in the City Code on
Takeovers and Mergers.

7.5      Mandatory prepayment - Disposals and Share Disposals

         (a)      Following the Senior Discharge Date, the Company must apply
                  forthwith after receipt an amount equal to the Net Proceeds
                  arising from any Disposal or Share Disposal towards prepaying
                  the Loans and Exchange Notes.

         (b)      If Compliance Certificates for the two most recent consecutive
                  Measurement Periods show that the ratio of Consolidated Total
                  Net Debt to Consolidated EBITDA was below 2.0:1, mandatory
                  prepayment in accordance with paragraph (a) above will not be
                  required.

         (c)      Any prepayment under this Subclause must be made on the last
                  day of the Interest Period of the Loan or Exchange Note to be
                  prepaid in which the relevant receipt or recovery occurred or,
                  if the Company elects by notice to the Facility Agent, on the
                  date of receipt or recovery of the Net Proceeds by a member of
                  the Group.

         (d)      Notwithstanding paragraphs (a) and (c) above any non-Cash
                  consideration required to be applied towards prepaying Loans
                  shall be so applied only on the date of the realization in
                  Cash by any member of the Group of such non-Cash
                  consideration.

7.6      Mandatory prepayment - Surplus Cashflow

         (a)      In this Subclause:





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                                       25

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         "Surplus Cashflow" means Consolidated Cashflow during any financial
year:

                  (i)      minus Consolidated Total Debt Service during such
                           period;

                  (ii)     before deducting dividends paid by the Company during
                           or in respect of such period,

                  commencing with the financial year ending 28th September,
                  2002.

         (b)      Following the Senior Discharge Date, if the annual cashflow
                  statement of the Group delivered to the Facility Agent
                  demonstrates that there is Surplus Cashflow for such financial
                  year, the Company must apply an amount equal to 75 per cent.
                  of that Surplus Cashflow towards prepaying the Loans and
                  Exchange Notes (provided that the Company may take into
                  account any Semi-annual Surplus Cashflow prepayment made
                  during such financial year when calculating if any amount is
                  payable with respect to 75 per cent. of Surplus Cashflow for
                  such financial year).

         "Semi-annual Surplus Cashflow"

         means Consolidated Cashflow during the first half of any financial
         year:

                  (i)      minus Consolidated Total Debt Service during such
                           period;

                  (ii)     before deducting dividends paid by the Company during
                           or in respect of such period.

         (c)      If the Company wishes to distribute a semi-annual Permitted
                  Additional Dividend, it must deliver to the Facility Agent a
                  semi-annual cashflow statement of the Group. Following the
                  Senior Discharge Date, to the extent this demonstrates that
                  there is Semi-annual Surplus Cashflow for such financial
                  half-year, prior to the making of any semi-annual dividend the
                  Company must apply an amount equal to 75 per cent. of that
                  Semi-annual Surplus Cashflow towards prepaying the Loans and
                  Exchange Notes.

         (d)      To the extent a Semi-annual Surplus Cashflow prepayment has
                  been made in accordance with paragraph (c) above, a Permitted
                  Additional Dividend may be distributed in accordance with
                  Clause 19.27.

         (e)      If Compliance Certificates for two consecutive Measurement
                  Periods show that the ratio of Consolidated Total Net Debt to
                  Consolidated EBITDA was below 2.0:1, mandatory prepayment in
                  accordance with paragraph (b) or paragraph (c) above will not
                  be required.

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                                       26

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         (f)      Any prepayment under this Subclause must be made on or before
                  the last day of the then current Interest Period of the Loans
                  or Exchange Notes in which (in the case of any prepayment
                  required under paragraph (b) above) the annual cashflow
                  statement of the Group establishing that there has been
                  Surplus Cashflow is delivered to the Facility Agent and (in
                  the case of any prepayment required under paragraph (c) above)
                  the semi-annual cashflow statement of the Group establishing
                  that there has been Surplus Cashflow is delivered to the
                  Facility Agent.

7.7      Mandatory prepayment - insurance proceeds

         (a)      Following the Senior Discharge Date, if the total Net Proceeds
                  from any insurance claim due to the loss of or damage to
                  assets (excluding in respect of interruption of business, loss
                  of profit or similar) made after the date of this Agreement
                  exceeds (pound)750,000 in any financial year of the Group, the
                  Company must apply (or procure that there is applied) an
                  amount equal to those Net Proceeds towards prepaying the Loans
                  and Exchange Notes in accordance with Clause 7.9 unless and to
                  the extent that those proceeds have been applied or
                  contractually committed with third party contractors for
                  application in replacement or reinstatement of damaged assets
                  within 9 months of receipt of such proceeds.

         (b)      Any prepayment under this Subclause must be made on or before
                  the last day of the Interest Period of the Loan or Exchange
                  Note to be prepaid in which receipt of the relevant insurance
                  proceeds occurred.

7.8      Voluntary prepayment

         (a)      Following the Senior Discharge Date and prior to the Initial
                  Bridge Maturity Date, the Company may, by giving not less than
                  3 Business Days' prior notice to the Facility Agent, prepay
                  any Loan or Exchange Note at any time in whole or in part.

         (b)      A prepayment of part of a Loan or the Exchange Notes must be
                  in a minimum amount of (pound)5,000,000 and an integral
                  multiple of (pound)1,000,000.

7.9      Order of application of prepayments

         Prepayments of the Loans and Exchange Notes shall be made ratably among
the Loans and Exchange Notes. After the Facility Agent receives the prepayment
amount, such prepayment amount shall be distributed by the Facility Agent, in
cooperation with the Trustee, in accordance with Clause 15.7, with appropriate
adjustments being made to account for the receipt by the Trustee of any
prepayment in respect of the Exchange Notes. Redemptions of Exchange Notes shall
be made in accordance with the provisions relating thereto in the Exchange Note
Indenture, and with applicable law. The

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                                       27

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distribution of the relevant prepayment amount hereunder to Lenders and the
Trustee for the Exchange Notes by the Facility Agent shall be made as soon as
practicable after receipt thereof.

7.10     Automatic cancellation

         The Commitments of each Lender will be automatically cancelled
immediately following drawdown.

7.11     Involuntary prepayment and cancellation

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

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

                  (i)      Following the Senior Discharge Date, the Company must
                           repay or prepay that Lender's share in each Loan made
                           to it on the date specified in paragraph (c) below;
                           and

                  (ii)     the Commitment 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 Interest Period for a Loan
                  or, if earlier, the date specified by the Company in its
                  notification.

7.12     Miscellaneous provisions

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

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



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                                       28

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

8.       EXCHANGE NOTES

8.1      Optional exchange at any time

         Each Lender will have the option at any time, and from time to time,
after the earlier of the Exchange Notes Availability Date and the date that is
90 days following the Effective Date, to receive Exchange Notes in exchange for
the Loans (or a portion thereof) (including any interest not required to be paid
in cash (including, for the avoidance of doubt, interest payable but which the
Company has elected to capitalize in respect of the PIK Interest Amount)) of
such Lender then outstanding pursuant to Clause 19.40 of this Agreement (each
such event being referred to herein as an "Exchange"). No interest will be
payable on an Exchange Date unless the Exchange Date is also an Interest Payment
Date.

8.2      [Reserved.]

8.3      Terms of Exchange Notes

         The principal amount of the Exchange Notes will equal 100.0% of the
aggregate principal amount (including any accrued interest not required to be
paid in cash (including, for the avoidance of doubt, interest payable but which
the Company has elected to capitalize in respect of the PIK Interest Amount)) of
the Loans (or the portions thereof) for which they are exchanged. The Exchange
Notes will rank pari passu with the Loans, will be issued pursuant to the
Exchange Note Indenture and will have the terms provided for therein; provided,
however, that any Exchange Notes issued prior to the Initial Bridge Maturity
Date will be deemed, in accordance with Article IA of the Exchange Note
Indenture, to have specified terms and rights which are identical to those of
the Initial Loans (which, for the avoidance of doubt, will exclude any right to
the issuance of Loan Notes pursuant to Clause 5.2 hereof) until the Initial
Bridge Maturity Date notwithstanding the terms and rights set forth in the
Description of the Exchange Notes and the Exchange Note Indenture. Following the
date an Exchange occurs (an "Exchange Date"), (i) the Company shall, pursuant to
the provisions of this Clause 8, pay any accrued and unpaid interest required to
be paid in cash on the Loans so exchanged on the next Interest Payment Date
under the Exchange Notes received in exchange therefor, (ii) the Exchange Note
shall represent the obligation of the Company to pay such amounts and (iii) the
Loans so exchanged shall no longer represent such obligation. So long as no
Default or Event of Default has occurred and is continuing, the Company shall
not be responsible for any Break Costs incurred by a Lender in connection with
an Exchange. If a Default (but not an Event of Default) shall have occurred and
be continuing on the date of such Exchange, any notices given or cure periods
commenced while the Loan was outstanding shall be deemed given or commenced (as
of the actual dates thereof) for all purposes with respect to the Exchange Note
(with the same effect as if the Exchange Note had been outstanding as of the
actual dates thereof). If a holder of

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                                       29

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Exchange Notes receives payment of amounts due in respect of the corresponding
Loans through the Exchange Date, such payment shall be in satisfaction of, and
shall constitute the discharge of, the corresponding obligations under the
Loans, along with any applicable Loan Notes, and the Company will have no
further obligations in respect of such Loans or Loan Notes.

8.4      Exchange request

         In order to effect an Exchange, a Lender shall provide the Facility
Agent written or telecopy notice (an "Exchange Request") in the form attached
hereto as Schedule 9 at least seven Business Days prior to an Exchange Date
(which shall also be a Business Day) selected by such Lender for an Exchange in
compliance with Clause 8.3 above. Each Exchange Request shall specify the
following:

         (a)      the Lender's legal name;

         (b)      the Exchange Date selected by such Lender; and

         (c)      the principal amount of the Loans to be exchanged pursuant to
                  the applicable notice (which amount shall be (x) at least
                  (pound)5,000,000 and integral multiples of (pound)1,000,000 in
                  excess thereof or (y) if less, the entire remaining aggregate
                  principal amount of such Lender's Loans).

         In addition, such Lender shall provide such other information
         reasonably requested by the Facility Agent. Upon receipt of an Exchange
         Request, the Facility Agent shall send, on the date that is five
         Business Days prior to the Exchange Date specified in such Exchange
         Request, written or telecopy notice of such proposed Exchange to the
         trustee under the Exchange Note Indenture, with a copy to the Company,
         that shall specify the information contained in such Exchange Request.

8.5      Availability

         The Company may, at its option, give written notice to the Facility
Agent and the Lenders that it will make Exchange Notes available prior to the
date that is 90 days following the Effective Date for those Lenders who would
like to receive Exchange Notes in exchange for the Loans (or a portion thereof)
of such Lender then outstanding; provided, however, that the Company will give
such notice at least 30 days prior to the date on which Exchange Notes become
available (the "Exchange Notes Availability Date"), which notice shall specify
the proposed Exchange Notes Availability Date. Upon receiving the notice
provided for in this Clause 8.5, the Lenders may exchange their Loans on and
after the Exchange Notes Availability Date pursuant to the provisions of this
Clause 8.

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9.       INTEREST

9.1      Interest on Loans

         (a)      Subject to Clause 9.3, the Initial Loans (including, for the
                  avoidance of doubt, any Exchange Notes issued prior to the
                  Initial Bridge Maturity Date) shall bear interest (computed on
                  the basis of the actual number of days elapsed over a year of
                  365 days) on the unpaid principal thereof for each Interest
                  Period at a rate per annum equal to the Adjusted LIBOR in
                  effect for such Interest Period plus the Applicable Spread.

         (b)      Subject to Clause 9.3, Extended Loans shall bear interest
                  (computed on the basis of a year of twelve 30-day months) on
                  the unpaid principal thereof for each Interest Period at a
                  rate per annum equal to the Initial Rate plus the Exchange
                  Spread.

         (c)      Interest on each Loan shall be payable on the Interest Payment
                  Dates applicable to such Loan except as otherwise provided in
                  this Agreement. The applicable Adjusted LIBOR, Initial Rate,
                  Applicable Spread and Exchange Spread for each Interest Period
                  or day within an Interest Period, as the case may be, shall be
                  determined by the Facility Agent, and such determination shall
                  be conclusive absent manifest error.

         (d)      Notwithstanding the foregoing clauses but subject to Clause
                  9.3, the interest rate borne by the Loans at any time during
                  the term of the Facility shall not exceed 16% per annum. To
                  the extent the interest on any Loan exceeds a rate of 14% per
                  annum, the Company may elect to discharge such excess interest
                  by capitalizing and adding the applicable PIK Interest Amount
                  on each relevant Interest Payment Date to the then outstanding
                  aggregate principal amount of Loans and Exchange Notes in an
                  aggregate principal amount equal to all or a portion of such
                  excess interest to be paid.

9.2      Payment of interest

         Except where it is provided to the contrary in this Agreement, the
Company must pay accrued interest on each Loan made to it on the last day of
each Interest Period.

9.3      Interest on overdue amounts

         (a)      If the Company fails to pay any amount payable by it under the
                  Bridge Finance Documents, it must immediately on demand by the
                  Facility Agent pay interest on the overdue amount from its due
                  date up to the date of actual payment, both before, on and
                  after judgment.


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                                       31

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         (b)  Interest on an overdue amount is payable at a rate determined by
              the Facility Agent to be one 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 Interest Periods of any duration of up to
                   three months; and

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

         (c)  Notwithstanding paragraph (b) above, if the overdue amount is a
              principal amount of a Loan and becomes due and payable prior to
              the last day of its current Interest Period, then:

              (i)  the first Interest Period for that overdue amount will be the
                   unexpired portion of that Interest Period; and

              (ii) the rate of interest on the overdue amount for that first
                   Interest Period will be one per cent. per annum above the
                   rate then payable on that Loan.

         After the expiry of the first Interest Period for that overdue amount,
         the rate on the overdue amount will be calculated in accordance with
         paragraph (b) above.

         (d)  Interest (if unpaid) on an overdue amount will be compounded with
              that overdue amount at the end of each of its Interest Periods
              but will remain immediately due and payable.

9.4      Notification of rates of interest

         The Facility Agent must promptly notify each relevant Party of the
determination of a rate of interest under this Agreement.

10.      [Reserved.]

11.      MARKET DISRUPTION

11.1     Failure of a Reference Bank to supply a rate

         If LIBOR 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 LIBOR will, subject as provided below, be calculated
on the basis of the rates of the remaining Reference Banks.

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                                       32

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11.2     Market disruption

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

             (i)   LIBOR is to be calculated by reference to the Reference Banks
                   but no, or only one, Reference Bank supplies a rate by 12.00
                   noon (London or Brussels time, as appropriate) 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 LIBOR for the relevant
                   Interest Period.

         (b)  The Facility Agent must promptly notify the Company 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
              Interest Period will be the aggregate of the applicable:

             (i)   Applicable Spread;

             (ii)  rate notified to the Facility Agent by that Lender as soon as
                   practicable and in any event prior to the end of that
                   Interest Period 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;
                   and

             (iii) Mandatory Cost.

11.3     Alternative basis of interest or funding

         (a) If a market disruption event occurs and the Facility Agent or the
             Company so requires, the Company and the Facility Agent must 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.

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                                       33

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12.      TAXES

12.1     General

         In this Clause:

         "Qualifying Lender" means a U.K. Lender or a Treaty Lender with respect
to the U.K.

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

         "Treaty Lender" means a Lender which is, on the date a payment of
interest falls due entitled under the provisions of a double taxation treaty to
receive payments of interest from a person resident in the U.K. without a Tax
Deduction (subject to the completion of any necessary procedural formalities).

         "U.K. Lender" means a Lender which is:

         (a)   within the charge to U.K. corporation tax in respect of, and
               beneficially entitled to, a payment of interest on a Loan made by
               a person that was a bank for the purposes of section 349 of the
               Income and Corporation Taxes Act 1988 (as currently defined in
               section 840A of the Income and Corporation Taxes Act) at the time
               the Loan was made; or

         (b)   (i)   a company resident in the U.K. for tax purposes;

               (ii)  a partnership each member of which is a company resident in
                     the U.K. for tax purposes; or

               (iii) a company not resident in the U.K. for tax purposes which
                     carries on a trade in the U.K. through a branch or agency
                     and brings into account payments made to it under this
                     Agreement in computing its chargeable profits for the
                     purpose of section 11(2) of the Income and Corporation
                     Taxes Act 1988,

               which, in each case, is beneficially entitled to payments of
               interest on a Loan made or a fee made to it under this Agreement
               and which has provided to the Company and not retracted
               confirmation of the above in circumstances other than those
               detailed in Clause 12.2 (d) (ii) below (in each case a "U.K.
               Non-Bank Lender").

         "U.S. Lender" means a Lender which is created or organized under the
laws of the United States or of any state (including the District of Columbia)
thereof.

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                                       34

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12.2     Tax gross-up

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

         (b)  If:

              (i)  a Lender is not, or ceases to be, a Qualifying Lender; or

              (ii) the Company or a Lender is aware that the Company must make
                   a Tax Deduction (or that there is a change in the rate or
                   the basis of a Tax Deduction),

         it must promptly notify the Facility Agent. The Facility Agent must
         then promptly notify the affected Parties.

         (c)  Except as provided under paragraph (d) and (e) below, if a Tax
              Deduction is required by law to be made by the Company or the
              Facility Agent, the amount of the payment due from the Company
              will be increased to an amount which (after making the Tax
              Deduction) leaves an amount equal to the payment which would have
              been due if no Tax Deduction had been required.

         (d)  (i)  Except as provided in sub-paragraph (ii) below, the Company
                   is not required to make an increased payment under paragraph
                   (c) above to a Lender that is not, or has ceased to be, a
                   Qualifying Lender in excess of the amount that the Company
                   would have had to pay under paragraph (c) above had the
                   Lender been, or not ceased to be, a Qualifying Lender.

              (ii) Sub-paragraph (i) above will not apply if the Lender has
                   ceased to be a Qualifying Lender by reason of any change
                   after the date it became a Lender under this Agreement in (or
                   in the interpretation, administration, or application of) any
                   law or double taxation agreement or any published practice or
                   concession of any relevant taxing authority.

         (e)  The Company is not required to make an increased payment to a
              Lender under paragraph (c) above if that Lender is a Treaty Lender
              and the Company is able to demonstrate that the Tax Deduction
              would not have been required if the Lender had complied with its
              obligations under paragraph (h) below.

         (f)  If the Company is required to make a Tax Deduction, the Company
              must make the minimum Tax Deduction and must make any payment
              required in connection with that Tax Deduction within the time
              allowed by law.

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                                       35

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         (g)  Within 30 days of making either a Tax Deduction or a payment
              required in connection with a Tax Deduction, the Company must
              deliver to the Facility Agent for the relevant Finance Party an
              original receipt, or if this is not available a certified copy
              thereof, or other evidence satisfactory to that Finance Party
              (acting reasonably) that the Tax Deduction has been made or (as
              applicable) the appropriate payment has been paid to the relevant
              taxing authority.

         (h)  (i)  A Treaty Lender must co-operate with the Company by using its
                   reasonable endeavors to complete any procedural formalities
                   necessary for the Company to obtain authorization to make
                   that payment without a Tax Deduction.

              (ii) Any confirmation by a Lender of its status for the purpose of
                   the definition of "U.K. Non-Bank Lender" must be given to the
                   Facility Agent on or promptly after the date it becomes a
                   Lender. The Facility Agent must promptly forward any
                   confirmation received by it to the Company. A U.K. Non-Bank
                   Lender must promptly notify the Company and the Facility
                   Agent of any change to its status that may affect any
                   confirmation made by it.

12.3     Tax indemnity

         (a)  Except as provided below, the Company must 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 Bridge
              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.

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                                       36

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

12.4     Tax Credit

         If the Company 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 that Tax Credit (in the case of a U.S. Lender, on an
               affiliated group basis),


         and the Finance Party at its sole discretion is able to identify that
         Tax Credit as being attributable to that Tax Payment, then that Finance
         Party shall reimburse to the Company such amount as the Finance Party
         shall determine to be the proportion of such Tax Credit as will leave
         the Finance Party after that reimbursement in no better or worse
         position then it would have been in if the Tax Payment had not been
         required.

         Nothing in this Clause 12.4 shall interfere with the right of a Finance
         Party to arrange its tax affairs in whatever manner it thinks fit and
         without limiting the foregoing no Finance Party shall be under any
         obligation to claim a Tax Credit or to claim a Tax Credit in priority
         to any other claims, relief, credit or deduction available to it. No
         Finance Party shall be obliged to disclose any information relating to
         its tax affairs or any computations in respect thereof.

12.5     Stamp taxes

         The Company must 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 Bridge Finance Document, except for any
such Tax payable in connection with the entry into of a Transfer Certificate.

12.6     Value added taxes

         (a)   Any amount (including costs and expenses) payable under a Bridge
               Finance Document by the Company is exclusive of any Tax
               (including value added tax) which might be chargeable in
               connection with that amount. If any such Tax is chargeable, the
               Company must 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.

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                                       37

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       (b) The obligation of the Company under paragraph (a) above will be
           reduced to the extent that the Finance Party is entitled to repayment
           or a credit in respect of the relevant Tax.

13.    INCREASED COSTS

13.1   Increased Costs

       Except as provided below in this Clause, the Company must 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,


       (including any law or regulation relating to taxation, change in currency
       of a country or reserve asset, special deposit, cash ratio, liquidity or
       capital adequacy requirements or any other form of banking or monetary
       control). Any demand made under this Clause 13.1 shall give reasonable
       detail of the circumstances giving rise to the increased cost in
       question, but nothing in this paragraph requires the Finance Party to
       disclose any confidential information regarding tax or other affairs or
       computations which it regards as confidential.

13.2   Exceptions

       The Company 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.

13.3   Additional Costs

       (a) This Clause 13.3 applies if, whether now or in the future, either:

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                                       38

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         (i)   a requirement to pay fees is imposed by the Financial Services
               Authority under the Fees Regulations; or (ii) a reserve
               requirement is imposed by the Central European Bank;

         (ii)  a reserve requirement is imposed by the Central European Bank;

         which, in either case, is applied to any Lender (and would be applied
         generally to banks or financial institutions of a similar nature to
         that Lender) as a consequence of its entering into and/or performing
         its obligations under this Agreement and/or assuming or maintaining a
         commitment under this Agreement and/or making one or more Loans
         hereunder. If, as a result, that Lender's effective return on its
         overall capital is reduced, the Company agrees to reimburse that Lender
         for the amount claimed.

     (b) In the event that Clause 13.3(a) applies, each Lender may submit a
         certificate setting out a calculation of the amount claimed by it to
         the Facility Agent within the period (the "Certificate Period") of 10
         Business Days after the end of each Relevant Period (as defined below).
         The Facility Agent will notify the Company of the amount claimed by
         that Lender within five Business Days after the end of the relevant
         Certificate Period and the Company shall reimburse that Lender for the
         amount claimed within three Business Days after the date of such
         notification.

     (c) In this Clause 13.3 a "Relevant Period" is, as appropriate:

         (i)   the period beginning on the date of this Agreement and ending on
               30 June 2002, or

         (ii)  each subsequent period of six months starting on the previous day
               of the preceding period and ending on 30 June or, as the case may
               be, 31 December; and

         (iii) the period shorter than six months which starts on the 30 June or
               31 December in a year and ends on the Final Bridge Maturity Date;
               and

         "Fees Regulations" means, as appropriate, either:

         (i)   the Banking Supervision (Fees) Regulations 2000; or

         (ii)  such regulations as may be in force from time to time relating to
               the payment of fees for banking supervision after 31 March 2001.

13.4 Claims

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


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14.      MITIGATION

14.1     Mitigation

         (a) Each Finance Party must, in consultation with the Company, take all
             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; or
             (ii) that Finance Party being able to exercise any right
                  of prepayment and/or cancellation under this Agreement by
                  reason of any illegality,

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

         (b) The Company must 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.

14.2     Conduct of business by a Finance Party

         No term of this Agreement will:

         (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.

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                                       40


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15.      PAYMENTS

15.1     Place

         Unless a Bridge 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 Bridge Finance Documents must be made to the Facility Agent to
its account at such office or bank in London as it may notify to that Party for
this purpose by not less than five Business Days' prior notice.

15.2     Funds

         Payments under the Bridge Finance Documents to the Facility Agent must
be made for value on the due date at such times and in such funds as the
Facility Agent may specify to the Party concerned as being customary at the time
for the settlement of transactions in the relevant currency in the place for
payment.

15.3     Distribution

         (a) Each payment received by the Facility Agent under the Bridge
             Finance Documents for another Party must, 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 in London as it may notify to the Facility Agent for
             this purpose by not less than five Business Days' prior notice.


         (b) 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 must
             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.

15.4     Currency

         (a) Unless a Bridge Finance Document specifies that payments under it
             are to be made in a different manner, the currency of each amount
             payable under the Bridge Finance Documents is determined under this
             Clause.

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                                       41


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         (b) Interest is payable in the currency in which the relevant amount in
             respect of which it is payable is denominated.

         (c) A repayment or prepayment of any principal amount is payable in the
             currency in which that principal amount is denominated on its due
             date.

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

         (e) Each other amount payable under the Bridge Finance Documents is
             payable in Sterling.

15.5     No set-off or counterclaim

         All payments made by the Company under the Bridge Finance Documents
must be made without set-off or counterclaim.

15.6     Business Days

         (a) If a payment under the Bridge 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
             whatever 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.

15.7     Partial payments

         (a) If the Facility Agent receives a payment insufficient to discharge
             all the amounts then due and payable by the Company under the
             Bridge Finance Documents, the Facility Agent must apply that
             payment towards the obligations of the Company under the Bridge
             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
                   Bridge Finance Documents, and to the fees and expenses due
                   and payable to the Trustee under the Exchange Note Indenture;

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

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                                       42


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               (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 Bridge Finance Documents.

         (b)   The Facility Agent must, if so directed by all the Lenders, vary
               the order set out in sub-paragraphs (a)(ii) to (iv) above.

         (c)   This Subclause will override any appropriation made by the
               Company.

15.8     Timing of payments

         If a Bridge Finance Document does not provide for when a particular
payment is due, that payment will be due within three Business Days of demand by
the relevant Finance Party.

16.      REPRESENTATIONS

16.1     Representations

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

16.2     Status

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

         (b)   It and each of its Subsidiaries has the power to own its assets
               and carry on its business as it is being conducted.

16.3     Powers and authority

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

 16.4    Legal validity

         (a)   Subject to any general principles of law limiting its obligations
               and referred to in any legal opinion required under this
               Agreement or to any reservation as set out below, each
               Transaction Document to which it is a party is its legally
               binding, valid and enforceable obligation.

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                                       43

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     (b)   A "reservation" for the purposes of paragraph (a) is the principle
           that equitable remedies are remedies which may be granted or refused
           at the discretion of the court, the limitation on enforcement by laws
           relating to bankruptcy, insolvency, liquidation, re-organization,
           court schemes, moratoria, administration and other laws generally
           affecting the rights of creditors, the time barring of claims under
           the Limitation Acts and similar principles.

16.5 Non-conflict

     The entry into and performance by it of, and the transactions contemplated
by, each Transaction Document to which it is a party does not conflict with:

     (a)   any law or regulation applicable to it;

     (b)   its constitutional documents; or

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

16.6 No default

     (a)   No Default is outstanding or will result from the execution of, or
           the performance of any transaction contemplated by, any Transaction
           Document to which it is a party; 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 is
           reasonably likely to have a Material Adverse Effect.

16.7 Authorizations

     All authorizations required by it in connection with:

     (a)   the entry into, performance, validity and enforceability of, and the
           transactions contemplated by, the Transaction Documents to which it
           is a party; and

     (b)   the carrying on by it of its business in all material respects as it
           is being conducted,


     have been obtained or effected (as appropriate) and are in full force and
     effect or will be obtained or effected and be in full force and effect
     prior to the date required by law for that matter or fact requiring the
     relevant authorization.


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                                       44

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16.8  Financial statements

      (a)   The financial statements of the Company most recently delivered to
            the Facility Agent (which at the date of this Agreement are the
            Original Financial Statements):

            (i)    have been prepared in accordance with the Accounting
                   Principles;

            (ii)   give a true and fair view of (if audited) or fairly present
                   (if unaudited) the financial condition (consolidated, if
                   applicable) of the Company as at the date to which they were
                   drawn up and results of operations during the period covered;
                   and

            (iii)  to the extent consolidated, include or consolidate into such
                   financial statements the results of each member of the Group
                   for the relevant period and do not consolidate or include the
                   results of any other company, limited partnership or like
                   entity.

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

      (b)   The budgets, forecasts and projections contained in the Business
            Plan or in any material delivered to the Facility Agent under this
            Agreement were arrived at after careful consideration, having been
            prepared (inter alia) on the basis of recent historical information
            and the Accounting Principles and on the basis of assumptions which
            are believed by the Company to be reasonable.

16.9  No material adverse change

      In the case of the Company only, as at the date of this Agreement there
has been no material adverse change in the business, condition (financial or
otherwise), operations, assets, performance, prospects or results of operations
of the Group since 30th September, 2001.

16.10 Litigation

      (a)   No litigation, arbitration or administrative proceedings or
            regulatory enquiry relating to any member of the Group are current
            or, to its knowledge, pending or threatened, which are reasonably
            likely to be adversely determined and, if adversely determined, are
            reasonably likely to have a Material Adverse Effect.

      (b)   It is not (and none of its Subsidiaries is) in breach of and has
            not (and none of its Subsidiaries have) breached any law or
            regulation (including any relating to the environment or health and
            safety), in a manner or to an extent which is reasonably likely to
            have a Material Adverse Effect.


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                                       45

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       (c)  No labor disputes are current or, to its knowledge, threatened which
            are reasonably likely to have a Material Adverse Effect.

16.11  Pari passu ranking

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

16.12  Taxes

       (a)  It is not (and none of its Subsidiaries are) overdue in the filing
            of any Tax returns or filings where failure to do so is reasonably
            likely to have a Material Adverse Effect .

       (b)  No claims or investigations by any tax authority are being or are
            reasonably likely to be made or conducted against it (or any of its
            Subsidiaries) which are reasonably likely to have a Material Adverse
            Effect.

16.13  Taxes on payments

       Subject to the assumptions and reservations contained in the legal
opinion issued under Schedule 2 hereto, as at the date of this Agreement, all
amounts payable by it under the Bridge Finance Documents as at the date of this
Agreement may be made without any Tax Deduction.

16.14  Stamp duties

       Subject to the assumptions and reservations contained in the legal
opinion issued under Schedule 2 hereto, as at the date of this Agreement, no ad
valorem stamp or registration duty or similar Tax or charge is payable in the
jurisdiction of incorporation of the Company in respect of any Bridge Finance
Document as at the date of this Agreement.

16.15  Security

       No Security Interest exists on any asset of any member of the Group
contrary to Clause 19.5.

16.16  Financial Indebtedness

       On and from the Effective Date, no member of the Group has any (actual or
contingent) Financial Indebtedness outstanding which is not permitted by the
terms of this Agreement.

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                                       46

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16.17  Documents

       (a)  The documents delivered to the Facility Agent by or on behalf of the
            Company pursuant to Clause 4.1 were genuine and, in the case of copy
            documents, were true, complete and accurate copies of originals,
            which are in full force and effect (or if a copy, the original is in
            full force and effect) and have not been amended, varied or replaced
            in any respect which could adversely affect the interests of the
            Finance Parties under the Bridge Finance Documents.

       (b)  Documents required to be and which are delivered to the Facility
            Agent under this Agreement by or an behalf of any Obligor after the
            Effective Date were, when delivered, genuine and, in the case of
            copy documents, were true, complete and accurate copies of originals
            which when delivered were in full force and effect (or, if a copy,
            the original was in full force and effect) and such documents or
            originals have not been amended, varied or replaced in any respect
            which could adversely affect the interest of the Finance Parties
            under the Bridge Finance Documents.

       (c)  The Hive-Down Documents as furnished to the Facility Agent under
            this Agreement contain all the material terms of the Hive-Downs.

16.18  Information Package

       (a)  In this Subclause:


       "Information Package" means:

            (i)  the Business Plan; and

            (ii) the Information Memorandum.

       (b)  In the case of the Company only and as at the date the Information
            Package (or part thereof) is delivered to the Arrangers:

            (i)  All factual information contained in the Information Package
                 was true and accurate in all material respects as at its date
                 or (if appropriate) as at the date (if any) at which it is
                 stated to be given;

            (ii) all expressions of opinion or intention contained in the
                 Information Package were made after careful consideration and
                 are believed by the Company to be reasonable as at the date at
                 which it is stated to be given;


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                                       47

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            (iii) the financial projections and forecasts contained in the
                  Information Package have been prepared (inter alia) on the
                  basis of recent historical information and the Accounting
                  Principles and on the basis of assumptions which are believed
                  by the Company to be reasonable;

            (iv)  the Information Package did not omit as at its date any
                  information which, if disclosed, would make the Information
                  Package untrue or misleading in any material respect; and

            (v)   nothing has occurred since the date of the Information Package
                  which, if disclosed, would make the factual information or
                  financial projections contained in the Information Package
                  untrue or misleading in any material respect.

16.19  Consultants' Reports

       (a)  In this Subclause, "Consultants' Reports" means any report prepared
            by PricewaterhouseCoopers prior to the date of this Agreement and
            referred to in Schedule 2 hereto.

       (b)  In the case of the Company only as at the date of this Agreement and
            as at the Effective Date:

            (i)   all factual information which is contained or referred to in a
                  Consultants' Report was true in all material respects at its
                  date or (if appropriate) as at the date (if any) at which it
                  is stated to be given;

            (ii)  all expressions of opinion or intention given by or on behalf
                  of any member of the Group and all forecasts and projections
                  furnished by or on behalf of any member of the Group to each
                  such firm and contained in any Consultants' Report was arrived
                  at after careful consideration and are believed by the Company
                  to be reasonable as at the date at which it is stated to be
                  given;

            (iii) no Consultants' Report omitted as at its date any information
                  which, if disclosed, would make that Consultants' Report
                  untrue or misleading in any material respect;

            (iv)  nothing has occurred since the date of any Consultants' Report
                  which, if disclosed, would make the factual information,
                  forecasts, projections, expressions of opinion or intention or
                  conclusions contained in that Consultants' Report untrue or
                  misleading in any material respect; and

            (v)   the Company has not omitted to disclose to the Arrangers any
                  information which, if disclosed, would make any of the



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                   information supplied to the Arrangers by or on behalf of the
                   Company untrue or misleading in any material respect.

16.20  Structure Memorandum

       (a) In the case of the Company only, the Structure Memorandum shows all
           members of the Group (including, without limitation all partnerships
           and joint ventures) and contains descriptions which in all material
           respects are true, complete and correct of the corporate ownership
           structure of the Group and all material intercompany loans as they
           will be immediately after December 29, 2001; and

16.21  Newcos

       (a) Except as may arise under the Transaction Documents neither Enodis
           Holdings Limited nor Enodis Group Limited has traded or has any
           material liabilities or commitments (actual or contingent, present or
           future); and

       (b) the Company is the legal and beneficial owner of all of the shares
           in Enodis Holdings Limited.

16.22  Assets

       It owns or has leased or licensed to it all material assets necessary to
conduct its business as it is being conducted.

16.23  Hived-Down Assets

       All of the Hived-Down Assets will, immediately upon the Effective Date
and subject to the terms of the Hive-Down Agreements, be beneficially owned by
Enodis Group Limited and Enodis Group Limited will be entitled forthwith to
become the legal owner (registered in the case of shares and interests in
registered land and/or Intellectual Property) of the Hived-Down Assets free from
all Security Interests (other than those arising under the Security Documents or
permitted under the Senior Credit Facilities), claims and competing interests.

16.24  Intellectual Property Rights

       (a) It (and each of its Subsidiaries) owns or has licensed to it all the
           Intellectual Property Rights which are required by it in order for it
           to carry on its business in all material respects as it is being
           conducted and it does not (nor do any of its Subsidiaries), in
           carrying on its business, infringe any Intellectual Property Rights
           of any third party in any respect which would have a Material
           Adverse Effect; and

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                                       49

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        (b) none of the Intellectual Property Rights which are material in the
            context of its business are, to its knowledge, being infringed nor,
            to its knowledge, is there any threatened infringement of those
            Intellectual Property Rights by any third party which would have a
            Material Adverse Effect.

16.25   Solvency

        (a) It is not and none of its Material Subsidiaries is unable, or admits
            or has admitted its inability, to pay its debts or has suspended
            making payments on any of its debts;

        (b) neither it nor any of its Material Subsidiaries by reason of actual
            or anticipated financial difficulties has commenced, or intends to
            commence, negotiations with one or more of its creditors with a view
            to rescheduling any of its indebtedness;

        (c) as at the Effective Date, the value of its assets (and the assets of
            each of its Material Subsidiaries) is not less than its (or in the
            case of a Material Subsidiary, its Material Subsidiary's)
            liabilities taking into account contingent and prospective
            liabilities;

        (d) at all times following the Effective Date, the value of its assets
            (and the assets of each of its Material Subsidiaries) is not less
            than its (or in the case of a Material Subsidiary, its Material
            Subsidiary's) liabilities (taking into account contingent and
            prospective liabilities) contingent and prospective liabilities to
            an extent which is reasonably likely to have a Material Adverse
            Effect; and

        (e) no moratorium has been, or may, in the reasonably foreseeable future
            be, declared in respect of any indebtedness of it or any of its
            Material Subsidiaries.

16.26   Environmental matters

        (a) It (and each of its Subsidiaries):

            (i)   has obtained all requisite Environmental Approvals; and

            (ii)  is in compliance with all Environmental Law and Environmental
                  Approvals applicable to it,

            where failure to do so is reasonably likely to have a Material
            Adverse Effect.

        (b) There is no Environmental Claim (whether in respect of any site
            previously or currently owned or occupied by any member of the Group
            or


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                                       50

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            otherwise) pending or threatened and to the best of their knowledge,
            there are no past or present acts, omissions, events or
            circumstances that would be likely to form the basis of any
            Environmental Claim against any member of the Group which in each
            case is reasonably likely to be determined against that member of
            the Group and which if so decided would have a Material Adverse
            Effect.

16.27   Jurisdiction/governing law

        (a) Subject to any qualifications as to matters of law referred to in
            any legal opinion required under this Agreement, its:

            (i)   irrevocable submission under this Agreement to the
                  jurisdiction of the courts of New York;

            (ii)  agreement that this Agreement is governed by New York law; and

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

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

        (b) any judgment obtained in New York will be recognized and be
            enforceable by the courts of its jurisdiction of incorporation.

16.28   United States laws

        (a) In this Subclause:


        "holding company", "affiliate" and "subsidiary company" have the
        meanings given to them in the United States Public Utility Holding
        Company Act of 1935.

        "investment company" and "controlled" have the meanings given to them
        in the United States Investment Company Act of 1940.

        "public utility" has the meaning given to it in the United States
        Federal Power Act of 1920.

        (b) It is not:

            (i)   a holding company, an affiliate of a holding company or a
                  subsidiary company of a holding company, or subject to
                  regulation, under the United States Public Utility Holding
                  Company Act of 1935;

            (ii)  a public utility, or subject to regulation, under the United
                  States Federal Power Act of 1920;




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                                       51

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                  (iii)    an investment company or a company controlled by an
                           investment company; or

                  (iv)     subject to regulation under any United States federal
                           or state law or regulation that limits its ability to
                           incur or guarantee indebtedness.

16.29    Times for making representations

         (a)      The representations set out in this Clause are made by the
                  Company 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:

                  (i)      the Company on the date of a Request, the first day
                           of each Interest Period.

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

16.30    Margin Stock

         (a)      No U.S. Group Company is engaged nor will it engage
                  principally, or as one of its important activities, in the
                  business of owning or extending credit for the purpose of
                  "buying" or "carrying" any Margin Stock.

         (b)      None of the proceeds of the Loans will be used, directly or
                  indirectly, for the purpose of buying or carrying any Margin
                  Stock, for the purpose of reducing or retiring any Financial
                  Indebtedness that was originally incurred to buy or carry any
                  Margin Stock or for any other purpose which might cause all or
                  any Loans or other extensions of credit under this Agreement
                  to be considered a "purpose credit" within the meaning of
                  Regulation U or Regulation X.

         (c)      No U.S. Group Company or any agent acting on its behalf has
                  taken or will take any action which might cause the Bridge
                  Finance Documents to violate any regulation of the Board of
                  Governors of the Federal Reserve System of the United States.

17.      INFORMATION COVENANTS

17.1     Financial statements

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





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                  (i)      the audited consolidated financial statements of the
                           Company for each of its financial years together with
                           an annual cashflow statement;

                  (ii)     the unaudited consolidated financial statements of
                           the Company for each of its financial quarters; and

                  (iii)    the monthly management accounts (being for the usual
                           periods of 4 or 5 weeks) of the Company and related
                           information package prepared by the Company.

         (b)      All financial statements, management accounts and the related
                  information package prepared by the Company must be supplied
                  as soon as they are available and:

                  (i)      in the case of the Company's audited consolidated
                           financial statements and the annual cashflow
                           statement, within 120 days;

                  (ii)     in the case of the Company's quarterly unaudited
                           consolidated financial statements, within 45 days;
                           and

                  (iii)    in the case of the Company's monthly management
                           accounts, within 45 days,

                  of the end of the relevant financial period.

17.2     Compliance Certificate

         (a)      A "Compliance Certificate" is a certificate, substantially in
                  the form of Schedule 8 hereto setting out, among other things,
                  calculations of the financial covenants.

         (b)      The Company shall supply to the Facility Agent a Compliance
                  Certificate with each set of its annual and quarterly
                  financial statements sent to the Facility Agent under this
                  Agreement. The calculations of the financial covenants
                  contained in the relevant Compliance Certificate will be made
                  as at the date of the financial statements which that
                  Compliance Certificate is meant to accompany.

         (c)      A Compliance Certificate must be signed by two authorized
                  signatories of the Company.

         (d)      The Company shall procure that there is also supplied to the
                  Facility Agent with each Compliance Certificate delivered in
                  respect of the audited financial statements of the Group a
                  written statement (the "Report") prepared by the Company's
                  auditors. The Report must confirm that:

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                                       53

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                  (i)      the financial information contained in the
                           accompanying Compliance Certificate has been
                           accurately extracted from the underlying accounting
                           records;

                  (ii)     the calculations shown in the Compliance Certificate
                           made in accordance with Clauses 18.3, 18.4 and 18.5
                           of this Agreement are arithmetically correct;

                  (iii)    the financial information in the Compliance
                           Certificate is presented in compliance with the
                           relevant accounting definitions as to its elements
                           and composition set out in Clauses 7.6 (with respect
                           to the definition of "Surplus Cashflow") and 1.1 of
                           this Agreement; and

                  (iv)     based on information extracted from the Group's
                           accounting records, upon which the latest audited
                           financial statements of the Group have been based,
                           the companies listed in paragraph 4 of the Compliance
                           Certificate meet the definition of Material
                           Subsidiaries.

17.3     Form of financial statements

         (a)      The Company shall procure 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
                  Group as at the date to which those financial statements were
                  drawn up.

         (b)      The Company shall procure that the Facility Agent is notified
                  of any change to the basis on which and any departure from the
                  Accounting Principles adopted on which its audited
                  consolidated financial statements are prepared.

         (c)      If requested by the Facility Agent, the Company shall procure
                  that there is supplied to the Facility Agent:

                  (i)      A full description of any change or departure
                           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 or different accounting basis
                           and its most recent audited consolidated financial
                           statements delivered to the Facility Agent under this
                           Agreement.

         (d)      If requested by the Facility Agent or the Company, the Company
                  or the Facility Agent must enter into discussions for a period
                  of not more than 30

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                                       54

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                  days with a view to agreeing any amendments required to be
                  made to this Agreement to place the Company and the Lenders in
                  the same position as they would have been in if the change had
                  not happened. Any agreement between the Company 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 Company shall
                  procure that there is supplied with each set of the Group's
                  financial statements another set of its financial statements
                  prepared on the basis of the Accounting Principles as used in
                  the Original Financial Statements.

         (f)      If required by the Facility Agent if there are reasonable
                  grounds for believing that it is materially inaccurate the
                  Company will procure that the Auditors (at the cost of the
                  Company) confirm to the Facility Agent the accuracy of
                  information supplied pursuant to paragraphs (c) or (e) above
                  and the effect of any changes or proposed changes to the
                  financial ratios set out in Clause 18.

17.4     Auditors

         If the Facility Agent has reasonable grounds for believing that there
is or may be an outstanding Default and/or that material financial information
provided by any member of the Group is or may be incorrect and wishes to discuss
the financial position of any member of the Group with the Auditors, the
Facility Agent may notify the Company, stating the questions or issues which the
Facility Agent wishes to discuss with the Auditors. In this event, the Company
shall procure that the Auditors are authorized (at the expense of the Company):

         (a)      to discuss the financial position of each member of the Group
                  with the Facility Agent on request from the Facility Agent
                  with a representative of the Company present at such
                  discussions; and

         (b)      to disclose to the Facility Agent for the Finance Parties any
                  information which the Facility Agent may reasonably request.

17.5     Information - miscellaneous

         The Company must supply to the Facility Agent:

         (a)      copies of all documents dispatched by the Company to its
                  shareholders (or any class of them) or by the Company or
                  Enodis Holdings Limited or Enodis Holdings Limited's creditors
                  generally at the same time as they are dispatched;

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                                       55

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         (b)      promptly upon becoming aware of them, details of any
                  litigation, arbitration or administrative proceedings which
                  are current, threatened or pending and which, if adversely
                  determined, are reasonably likely to have a Material Adverse
                  Effect;

         (c)      promptly on request following any acquisition or disposal by a
                  member of the Group (whether intra-Group or otherwise), a list
                  of the then current Material Subsidiaries; and

         (d)      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 where
                  the disclosure would not breach any bona fide confidentiality
                  undertaking binding on any member of the Group.

17.6     Notification of Default

         (a)      The Company must 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 Company must
                  supply to the Facility Agent a certificate, signed by two of
                  its authorized 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.

17.7     Year end

The Company shall:

         (a)      procure that its financial year end is not changed (other than
                  due to changes in dates arising from having a 52 or 53 week
                  financial year); and

         (b)      procure that each financial year and financial quarter of the
                  Group ends on an Accounting Date.

17.8     Use of websites

         (a)      Except as provided below, the Company may deliver any
                  information under this Agreement to a Lender by posting it on
                  to an electronic website if:

                  (i)      the Facility Agent agrees;




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                  (ii)     the Company and the Facility Agent designate an
                           electronic website for this purpose;

                  (iii)    the Company notifies the Facility Agent of the
                           address of and password for the website; and

                  (iv)     the information posted is in a format agreed between
                           the Company and the Facility Agent.

         The Facility Agent must supply each relevant Lender with the address of
         and password for the website.

         (b)      Notwithstanding the above, the Company must supply to the
                  Facility Agent in paper form a copy of any information posted
                  on the website together with sufficient copies for:

                  (i)      any Lender not agreeing to receive information via
                           the website; and

                  (ii)     within ten Business Days of request any other Lender,
                           if that Lender so requests.

         (c)      The Company must promptly upon becoming aware of its
                  occurrence, notify the Facility Agent if:

                  (i)      the website cannot be accessed;

                  (ii)     the website or any information on the website is
                           infected by any electronic virus or similar software;

                  (iii)    the password for the website is changed; or

                  (iv)     any information to be supplied under this Agreement
                           is posted on the website or amended after being
                           posted.

         If the circumstances in paragraphs (i) or (ii) above occur, the Company
         must supply any information required under this Agreement in paper
         form.

17.9     Exchange Note Covenants

         Following the Initial Bridge Maturity Date, the covenants specified
above in Clauses 17.1 through 17.8 shall no longer be applicable and the Company
shall comply with the covenants specified in Sections 4.02 and 4.14 of the
Exchange Note Indenture. The provisions of this Clause 17.9 shall not affect any
Default or Event of Default that exists on the Initial Bridge Maturity Date.

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18.      FINANCIAL COVENANTS

18.1     Definitions

         In this Clause:

         "Capital Expenditure" means any expenditure which is treated as capital
expenditure in accordance with the accounting principles applied in the Original
Financial Statements.

         "Consolidated Cash and Cash Equivalents" means, at any time Cash and
Cash Equivalents to which any member of the Group is beneficially entitled at
that time and which is capable of being applied against Consolidated Total Debt.

         Any amount in a currency other than Sterling is to be taken into
account at its Sterling equivalent calculated on the basis of the rate of
exchange used by the Company in its most recent published profit and loss
account.

         "Consolidated Cashflow" means, for a Measurement Period, Consolidated
EBITDA for that Measurement Period, adjusted by:

         (a)      adding back any extraordinary or exceptional item received in
                  cash or deducting any extraordinary or exceptional item paid
                  in cash during that Measurement Period;

         (b)      deducting Capital Expenditure paid or required to be paid
                  during that Measurement Period;

         (c)      deducting all non-cash credits and adding back all non-cash
                  debits included in Consolidated EBITDA during that Measurement
                  Period;

         (d)      deducting all dividends or any other distributions payable
                  during that Measurement Period to any person which is not a
                  member of the Group;

         (e)      deducting all corporation tax and withholding tax paid or
                  which fell due for payment during that Measurement Period;

         (f)      deducting any increase or adding back any decrease in working
                  capital during that Measurement Period; and

         (g)      deducting (to the extent otherwise included) any proceeds of a
                  Disposal, Share Disposal or insurance claim to the extent of
                  the amount of any prepayment required to be made under Clauses
                  11.4 and/or 11.7 of the Senior Credit Facilities in
                  consequence of the occurrence thereof.

         "Consolidated EBITDA" means the consolidated net pre-taxation profits
of the Group for a Measurement Period, adjusted by:

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         (a)      adding back Consolidated Interest Payable;

         (b)      deducting any financing charges received or receivable by the
                  Group during that Measurement Period;

         (c)      excluding any amount attributable to minority interests;

         (d)      excluding any exceptional or extraordinary item;

         (e)      excluding any profit or loss arising during that Measurement
                  Period with respect to Felsted after the date of this
                  Agreement;

         (f)      adding back depreciation and amortisation including the
                  amortisation of deferred finance cost;

         (g)      adding back any up front fees and other finance costs written
                  off during that Measurement Period;

         (h)      deducting the amount of profit of any joint venture included
                  in Consolidated EBITDA during that Measurement Period which
                  has not been distributed in cash to a member of the Group;

         (i)      for the purposes of calculating the ratio set out in Clause
                  19.4 only, including the net pre-taxation profits of a member
                  of the Group as adjusted in accordance with paragraphs (a) to
                  (h) above or business acquired during that Measurement Period
                  for the part of that Measurement Period when it was not a
                  member of the Group and/or the business or assets were not
                  owned by a member of the Group; and

         (j)      for the purposes of calculating the ratio set out in Clause
                  19.4 only, excluding the net pre-taxation profit attributable
                  to any member of the Group as adjusted in accordance with
                  paragraphs (a) to (h) above or to any business sold during
                  that Measurement Period.

         "Consolidated Interest Payable" means all interest and periodic
financing charges including acceptance commission, accrued discount, commitment
fee and the interest element of rental payments on finance or capital leases
(whether, in each case, paid, payable or capitalized), incurred (on an accruals
basis) by the Group in effecting, servicing or maintaining Consolidated Total
Debt during a Measurement Period (adjusted for any net payment or receipt under
any interest rate hedging agreement or instrument and for the interest element
of any net payment or receipt (plus or minus any accrued exchange gains or
losses) under any currency hedging instrument or arrangement), but, for the
avoidance of doubt, excluding:

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         (a)      the charging of fees incurred in connection with the Existing
                  Facility Agreement to the profit and loss account for the
                  financial year ended 30th September, 2002; and

         (b)      the amortisation of deferred finance costs.

         "Consolidated Net Interest Payable" means Consolidated Interest Payable
less all financing charges received or receivable by the Group during the
relevant Measurement Period.

         "Consolidated Net Senior Interest Payable" means Consolidated Interest
Payable to the extent only that it is referable to Consolidated Total Senior
Debt less all interest and periodic financing charges (of the type referred to
in Consolidated Interest Payable) received or receivable by the Group during the
relevant Measurement Period.

         "Consolidated Net Worth" means at any time the aggregate of:

         (a)      the amount paid up or credited as paid up on the issued share
                  capital of the Company; and

         (b)      the amount standing to the credit of the consolidated capital
                  and revenue reserves of the Group (including the share premium
                  account and including amounts previously eliminated against
                  reserves in accordance with FRS 10),

         based on the latest published consolidated balance sheet of the
         Company (the "latest balance sheet") but adjusted by:

                  (i)      adding any amount standing to the credit of the
                           profit and loss account of the Group for the period
                           ending on the date of the latest balance sheet to the
                           extent not included in sub-paragraph (b) above;

                  (ii)     deducting any dividend or other distribution declared
                           or made by any member of the Group to a person who is
                           not a member of the Group;

                  (iii)    deducting any amount standing to the debit of the
                           profit and loss account of the Group for the period
                           ending on the date of the latest balance sheet;

                  (iv)     deducting any amount attributable to any intangible
                           asset (other than goodwill);

                  (v)      deducting any amount attributable to an upward
                           revaluation of assets after 30th September, 2001 or,
                           in the case of assets of a company which becomes a
                           member of the Group after that date, the date on
                           which that company becomes a member of the Group
                           other than any upward revaluation of assets
                           undertaken by an

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                           independent third party professional adviser in
                           accordance with UK GAAP;

                  (vi)     reflecting any variation in the amount of the issued
                           share capital of the Company and the consolidated
                           capital and revenue reserves of the Group after the
                           date of the latest balance sheet;

                  (vii)    reflecting any variation in the interest of the
                           Company in any other member of the Group since the
                           date of the latest balance sheet;

                  (viii)   excluding any amount attributable to deferred
                           taxation;

                  (ix)     excluding any amount attributable to minority
                           interests;

                  (x)      excluding any amount attributable to the write down
                           of goodwill as the result of a disposal of business;
                           and

                  (xi)     adding back any amount attributable to the write back
                           of goodwill.

         "Consolidated Total Debt" means, in respect of the Group, at any time
the aggregate of the following:

         (a)      the outstanding principal amount of any moneys borrowed;

         (b)      the outstanding principal amount of any acceptance under any
                  acceptance credit;

         (c)      the outstanding principal amount of any bond, note, debenture,
                  loan stock or other similar instrument;

         (d)      the capitalized element of indebtedness under a finance or
                  capital lease;

         (e)      the outstanding principal amount of all moneys owing in
                  connection with the sale or discounting of receivables
                  (otherwise than on a non-recourse basis);

         (f)      the outstanding principal amount of any indebtedness arising
                  from any deferred payment agreements arranged primarily as a
                  method of raising finance or financing the acquisition of an
                  asset;

         (g)      any fixed or minimum premium payable on the repayment or
                  redemption of any instrument referred to in paragraph (c)
                  above;

         (h)      the outstanding principal amount of any indebtedness arising
                  in connection with any other transaction (including any
                  forward sale or purchase agreement) which has the commercial
                  effect of a borrowing; and

                  (i)      the outstanding principal amount of any indebtedness
                           of any person of a type referred to in paragraphs (a)
                           - (h) above which is




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                 the subject of a guarantee, indemnity or similar assurance
                 against financial loss given by a member of the Group,

     but excluding any amount included in the above attributable to minority
     interests. Any amount outstanding in a currency other than Sterling is to
     be taken into account at its Sterling equivalent calculated on the basis of
     the rate of exchange used by the Company in its most recent published
     profit and loss account.

     "Consolidated Total Debt Service" means, for any Measurement Period:

     (a)  Consolidated Net Interest Payable for that Measurement Period; plus

     (b)  all Consolidated Total Debt which fell due for repayment or
          prepayment during that Measurement Period, other than:

          (i)    any principal amount repaid or prepaid under a revolving credit
                 or overdraft or similar facility which remains available for
                 redrawing; or

          (ii)   any amount mandatorily prepaid under this Agreement.

     "Consolidated Total Net Debt" means at any time Consolidated Total Debt
less Consolidated Cash and Cash Equivalents.

     "Consolidated Total Net Senior Debt" means Consolidated Total Senior Debt
less Consolidated Cash and Cash Equivalents.

     "Consolidated Total Senior Debt" means Consolidated Total Debt less any
amounts outstanding under the Loans, Exchange Notes, High Yield Refinancing
Securities or Bond Exchange Notes.

     "Measurement Period" means a period of approximately 12 months ending on
the last day of a financial quarter (including financial year-end) of the
Company (and for the purposes only of the definition of Semi-annual Surplus
Cashflow and the use of other defined terms in or for the purposes of that
definition, a period comprising the first half of each financial year of the
Company) and references in Clause 22 to 31st March, 30th June, 30th September
and 31st December will be construed as the last day of the financial quarter
(including financial year-end) falling on or about that date.

18.2 Interpretation

     Except as provided to the contrary in this Agreement, an accounting term or
terms used in the accounts and used in this Clause are to be construed in
accordance with the principles applied in connection with the Original Financial
Statements.

     No item must be credited or deducted more than once in any calculation
under this Clause.

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18.3 Consolidated Net Worth

     (a)  The Company must ensure that Consolidated Net Worth is not at any time
          less than:

          (i)    (pound)150,000,000 or, if higher, the amount calculated under
                 paragraph (b) below, less (if there shall be any write down by
                 the Company of its investment in the business known as Kysor
                 Warren, being part of the company Kysor Industrial Corporation
                 ("Kysor Warren")

          (ii)   the lesser of:

                 (A)  (pound)50,000,000; and

                 (B)  the Sterling equivalent (determined in accordance with the
                      Accounting Principles) of the appropriate amount of any
                      write-downs by the Company of its investment in Kysor
                      Warren made on or after the date hereof.

     (b)  The minimum amount under paragraph (a)(i) above will be increased at
          the end of each financial year of the Company by an amount equal to 50
          per cent. of the amount standing to the credit of the profit and loss
          account of the Group at the end of that financial year.

18.4 Leverage

     (a)  The Company must ensure that the ratio of Consolidated Total Net Debt
          to Consolidated EBITDA does not for and as at the end of any
          Measurement Period ending on or about any of the dates set out in the
          table set out in Clause 18.7 exceed that set out against that date in
          Column V of such table.

     (b)  The Company must ensure that the ratio of Consolidated Total Net
          Senior Debt to Consolidated EBITDA does not for and as at the end of
          any Measurement Period ending on or about any of the dates set out in
          the table set out in Clause 18.7 exceed that set out in Column W of
          that table.

18.5 Interest Cover

     (a)  The Company must ensure that the ratio of Consolidated EBITDA to
          Consolidated Net Interest Payable is not for any Measurement Period
          ending on or about any of the dates set out in the table set out in
          Clause 18.7 less than that set out against that date in Column X of
          that table.

     (b)  The Company must ensure that the ratio of Consolidated EBITDA to
          Consolidated Net Senior Interest Payable is not for any Measurement

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          Period ending on or about any of the dates set out in the table set
          out in Clause 18.7 less than that set out against that date in Column
          Y of that table.

18.6 Cash flow

     The Company must ensure that Consolidated Cashflow for any Measurement
Period ending on or about any of the dates set out in the table set out in
Clause 18.7 is not less than the multiple of Consolidated Total Debt Service for
such Measurement Period set out against that date in Column Z of that table.

18.7 Covenant Table

     The table referred to in Clauses 18.4, 18.5, and 18.6 is as follows:

Date                        V          W          X          Y          Z

31st March, 2002            4.50:1     3.00:1     2.50:1     3.00:1     1.05

30th June, 2002             4.00:1     2.90:1     2.50:1     3.00:1     1.05

30th September, 2002        4.25:1     2.80:1     2.50:1     3.00:1     1.05

31st December, 2002         3.90:1     2.65:1     2.50:1     3.40:1     1.05

31st March, 2003            3.70:1     2.50:1     2.65:1     4.00:1     1.05

30th June, 2003             3.50:1     2.35:1     2.80:1     4.40:1     1.05

30th September, 2003        3.00:1     2.00:1     3.00:1     4.75:1     1.05

31st December, 2003         2.85:1     1.80:1     3.00:1     5.00:1     1.05

31st March, 2004            2.75:1     1.65:1     3.30:1     5.25:1     1.05

30th June, 2004             2.40:1     1.40:1     3.50:1     5.50:1     1.05

30th September, 2004        2.15:1     1.15:1     3.75:1     5.75:1     1.05

31st December, 2004         2.00:1     1.05:1     3.75:1     5.75:1     1.05

31st March, 2005            2.00:1     1.00:1     4.00:1     6.00:1     1.05

30th June, 2005             2.00:1     1.00:1     4.00:1     6.00:1     1.05

30th September, 2005        2.00:1     1.00:1     4.00:1     6.00:1     1.05

31st December, 2005         2.00:1     1.00:1     4.00:1     6.00:1     1.05


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31st March, 2006          2.00:1      1.00:1      4.00:1      6.00:1      1.05

30th June, 2006           2.00:1      1.00:1      4.00:1      6.00:1      1.05

30th September, 2006      2.00:1      1.00:1      4.00:1      6.00:1      1.05

31st December, 2006       2.00:1      1.00:1      4.00:1      6.00:1      1.05

31st March, 2007          2.00:1      1.00:1      4.00:1      6.00:1      1.05

30th June, 2007           2.00:1      1.00:1      4.00:1      6.00:1      1.05

30th September, 2007      2.00:1      1.00:1      4.00:1      6.00:1      1.05

31st December, 2007       2.00:1      1.00:1      4.00:1      6.00:1      1.05

31st March, 2008          2.00:1      1.00:1      4.00:1      6.00:1      1.05

18.8  Exchange Note Covenants

      Following the Initial Bridge Maturity Date, the covenants specified above
in Clauses 18.1 through 18.7 shall no longer be applicable. The provisions of
this Clause 18.8 shall not affect any Default or Event of Default that exists on
the Initial Bridge Maturity Date.

19.   GENERAL COVENANTS

19.1  General

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

19.2  Authorizations

      (a)  The Company must promptly obtain, maintain and comply with the terms
           of any authorization required under any law or regulation to enable
           it to perform its obligations under, or for the validity or
           enforceability of, any Transaction Document to which it is a party.

      (b)  Each member of the Group must obtain, maintain and comply with the
           terms of any authorization required under any law or regulation to
           enable it to carry on its business where failure to do so is
           reasonably likely to have a Material Adverse Effect.

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19.3  Compliance with laws

      Each member of the Group must comply in all respects with all laws and
regulations to which it is subject where failure to do so is reasonably likely
to have a Material Adverse Effect.

19.4  Pari passu ranking

      The Company must ensure that its payment obligations under the Bridge
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.

19.5  Negative pledge

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

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

            (i)    any Security Interest constituted by the Security  Documents;

            (ii)   any Security Interest listed in Schedule 6 to the Senior
                   Credit Facilities except to the extent:

                   (A)    the principal amount secured by that Security Interest
                          exceeds the amount stated in that Schedule or, if
                          lower, the principal amount secured by that Security
                          Interest at the date of this Agreement; and

                   (B)    the principal amount of Financial Indebtedness secured
                          by all Security Interests listed in Schedule 6 to the
                          Senior Credit Facilities exceeds (pound)10 million (or
                          its equivalent) plus any Financial Indebtedness to the
                          extent covered by a Letter of Credit under the Senior
                          Credit Facilities or a letter of credit issued under
                          an Ancillary Facility (as defined in the Senior Credit
                          Facilities);

            (iii)  any Security Interest comprising a netting or set-off
                   arrangement entered into by a member of the Group in the
                   ordinary course of its or the Group's financing arrangements
                   (including derivative transactions) for the purpose of
                   netting debit and credit balances;

            (iv)   any lien arising by operation of law and in the ordinary
                   course of trading;


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            (v)    any Security Interest arising pursuant to the general banking
                   terms and conditions of any bank holding an account of any
                   member of the Group in Germany;

            (vi)   any Security Interest on an asset, or an asset of any person,
                   acquired by a member of the Group after the date of this
                   Agreement but only for the period of 6 months from the date
                   of acquisition and to the extent that the principal amount
                   secured by that Security Interest has not been incurred or
                   increased in contemplation of, or since, the acquisition;

            (vii)  any Security Interest over any asset which has been or is
                   acquired by a member of the Group where the Security Interest
                   is security for, or for indebtedness incurred to finance, the
                   acquisition price of that asset;

            (viii) any Security Interest over goods, documents of title to goods
                   and related documents and insurances and their proceeds to
                   secure liabilities of any member of the Group in respect of a
                   letter of credit or other similar instrument issued for all
                   or part of the purchase price and costs of shipment,
                   insurance and storage of goods acquired by any member of the
                   Group in the ordinary course of trading;

            (ix)   any Security Interest arising out of title retention
                   provisions in a supplier's standard conditions of supply in
                   respect of goods acquired by the relevant member of the Group
                   in the ordinary course of trading;

            (x)    any Security Interest securing indebtedness the amount of
                   which (when aggregated with the amount of any other
                   indebtedness which has the benefit of a Security Interest not
                   allowed under the preceding sub-paragraphs and the aggregate
                   amount outstanding under transactions of the type referred to
                   in paragraph (c) below) does not exceed (pound)5,000,000 or
                   its equivalent at any time; and

            (xi)   any Security Interest over the warrants issued by Nobia AB
                   and relating to the disposal by the Company of Magnet Limited
                   and various other of its Subsidiaries.

     (c)    Except as provided below, no member of the Group may:

            (i)    sell, transfer or otherwise dispose of any of its assets on
                   terms where it is or may be leased to or re-acquired or
                   acquired by a member of the Group or any of its related
                   entities; or

            (ii)   sell, transfer or otherwise dispose of any of its receivables
                   on recourse terms,

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     in circumstances where the transaction is entered into primarily as a
     method of raising Financial Indebtedness or of financing the acquisition of
     an asset.

     (d)  Paragraph (c) does not apply to:

          (i)    any transactions where the aggregate of:

                 (A)   the outstanding obligations of any member of the Group
                       which is a Guarantor under a sale, transfer or disposal
                       under sub-paragraph (c)(i); plus

                 (B)   the outstanding recourse to a member of the Group which
                       is a Guarantor under a transaction under sub-paragraph
                       (c)(ii); plus

                 (C)   the principal amount secured by Security Interests
                       created or permitted to subsist by a  Guarantor and
                       allowed under sub-paragraph (b)(ix) above,

     does not exceed (pound)5,000,000 (or its equivalent); or

          (ii)   any amount outstanding under any transaction under
                 sub-paragraph (c) above entered into by members of the Group
                 which are not Guarantors when aggregated with Financial
                 Indebtedness of all members of the Group (other than
                 Guarantors) permitted to exist under Clause 19.7 does not
                 exceed the aggregate amount permitted under Clause 19.7(b)(vi);
                 or

          (iii)  intra-Group arrangements of the type described in paragraph (c)
                 above.

19.6 Disposals

     (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:

          (i)    any shares in any member of the Group;

          (ii)   all or any part of its assets.

     (b)  Paragraph (a)(i) does not apply to any disposal where all shares owned
          by any member of the Group in a Subsidiary are disposed of at the time
          of the disposal and, either:

          (i)    the Net Proceeds of such disposal are applied promptly in
                 prepayment of the Senior Credit Facilities to the extent
                 required by

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                 and in accordance with Clause 11.4 of the Senior Credit
                 Facilities; or

          (ii)   the disposal is:

                 (A)  a disposal of shares in a Subsidiary which is not
                      a Material Subsidiary, and

                 (B)  a disposal of shares to a wholly-owned Subsidiary of the
                      Company, and

                 (C)  (if the member of the Group disposing of the shares is an
                      Obligor) a disposal of shares to another Obligor, and

          (if the shares being disposed of are secured under the Senior Credit
          Facilities), immediately upon completion of the disposal security at
          least equivalent to that over such shares existing in favor of the
          Facility Agent immediately prior to their disposal is created in favor
          of such Facility Agent under the Senior Credit Facilities, in form and
          substance satisfactory to such Facility Agent.

     (c)  Paragraph (a)(ii) does not apply to:

          (i)    any disposal of all or part of Felsted for Cash;

          (ii)   any disposal made in the ordinary course of trading of the
                 disposing entity;

          (iii)  any disposal of assets in exchange for other assets comparable
                 or superior as to type, value and quality;

          (iv)   any disposal from one member of the Group to another member of
                 the Group provided that (A) if immediately prior to such
                 disposal security is provided over such assets to the Facility
                 Agent pursuant to the terms of the Security Documents, like
                 security shall be provided in a manner satisfactory to the
                 Facility Agent over such assets in favor of the Facility Agent,
                 and (B) where the member of the Group effecting such disposal
                 is an Obligor, the member of the Group to whom the assets are
                 disposed of shall also be an Obligor;

          (v)    any disposal of Cash or Cash Equivalents;

          (vi)   any disposal of obsolete assets which are no longer required
                 for the purpose of the disposing entity's business;

          (vii)  any disposal on arm's length terms to a joint venture to which
                 a member of the Group is a party and in which the relevant
                 member of the Group has management control or owns a majority
                 of the voting rights and issued share capital;

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          (viii) any disposal where the Net Proceeds of that disposal are
                 applied promptly in prepayment of the Senior Credit Facilities
                 to the extent required by and in accordance with Clause 11.4 of
                 the Senior Credit Facilities; or

          (ix)   any disposal where the Net Proceeds (when aggregated with the
                 Net Proceeds for any other disposal not allowed under the
                 preceding sub-paragraphs) does not exceed (pound)5,000,000 or
                 its equivalent in any financial year of the Company.

     (d)  No member of the Group shall enter into any option or similar
          arrangement under which a person has a present or contingent right to
          require a member of the Group to sell or otherwise dispose of any
          material property or interest in property where such disposal would be
          prohibited by the provisions of this Clause 19.6.

     (e)  Notwithstanding the rest of this Clause 19.6, no member of the Group
          may make a disposal, as referred to in paragraph (a) above, which is
          also a disposal of a Material Subsidiary or a business which if
          comprised in an entity would in consequence have been a Material
          Subsidiary, except to the extent that the Company has delivered to the
          Facility Agent in form and substance satisfactory to the Facility
          Agent a certificate signed by two authorized signatories of the
          Company certifying that the directors of the Company reasonably
          believe that, if the relevant disposal occurred, the financial
          covenants contained in Clause 19 will be complied with when tested for
          each of the four Measurement Periods succeeding such Measurement
          Period.

     (f)  Notwithstanding the rest of this Clause 19.6, no member of the Group
          may make a disposal, as referred to in paragraph (a) above, other than
          for Cash consideration payable in full at completion of the disposal,
          save that up to 20% (for three months only from the date of this
          Agreement) and from then on 15% of the consideration relating to a
          disposal may be deferred or in the form of non-Cash consideration.

19.7 Financial Indebtedness

     (a)  Except as provided below, no member of the Group may incur or permit
          to subsist any Financial Indebtedness.

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

          (i)    any Financial Indebtedness incurred or permitted under the
                 Bridge Finance Documents or the Senior Finance Documents;

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          (ii)   any Financial 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 6 months
                 from the date of acquisition and not established in
                 contemplation of that acquisition;

          (iii)  any derivative transaction permitted under Clause 19.24;

          (iv)   any loan permitted under Clause 19.25;

          (v)    any Financial Indebtedness to the extent covered by a Letter of
                 Credit or letter of credit issued under an Ancillary Facility
                 (as such terms are defined in the Senior Credit Facilities);

          (vi)   Financial Indebtedness not otherwise permitted under the
                 preceding sub-paragraphs which in aggregate does not exceed
                 (pound)10,000,000 or its equivalent at any time.

     (c)  The Company will not incur, and will procure that Topco will not
          incur, any Financial Indebtedness, other than:

          (i)    in the case of the Company only, any Financial Indebtedness
                 evidenced by High Yield Refinancing Securities or Bond Exchange
                 Notes issued by the Company in compliance with the Senior
                 Credit Facilities and any refinancing thereof provided that
                 such refinancing is on terms materially no more onerous than
                 the High Yield Refinancing Securities or Bond Exchange Notes;

          (ii)   in the case of the Company only, any Financial Indebtedness
                 incurred under the Bridge Finance Documents;

          (iii)  between itself and Topco;

          (iv)   to another member of the Group; or

          (v)    any loan permitted by Clause 19.25.

19.8 Change of business

     The Company must ensure that no substantial change is made to the general
nature of the business of the Group taken as a whole (otherwise than through
disposals permitted pursuant to Clause 19.6) from that carried on at the date of
this Agreement.

19.9 Mergers

     The Company will not consolidate with or merge with or into, or convey,
transfer or lease, in one transaction or a series of transactions, directly or
indirectly, all or substantially all its assets to, any corporation,
partnership, limited company, limited

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liability company, joint venture, association, joint-stock company, trust or
unincorporated organization, unless:

     (a)  the resulting, surviving or transferee entity (the "Successor
          Company") shall be organized and existing under the laws of (i)
          England and Wales, (ii) any country that is a member of the European
          Union on the Effective Date or (iii) the United States of America, any
          State thereof or the District of Columbia and the Successor Company
          (if not the Company) shall expressly assume, in form satisfactory to
          the Facility Agent, all the obligations of the Company under this
          Agreement;

     (b)  immediately after giving pro forma effect to such transaction (and
          treating any Financial Indebtedness which becomes an obligation of the
          Successor Company or any Subsidiary as a result of such transaction as
          having been incurred by such Successor Company or such Subsidiary at
          the time of such transaction), no Default shall have occurred and be
          continuing;

     (c)  immediately after giving pro forma effect to such transaction, the
          Successor Company would be able to incur an additional (pound)1.00 of
          Financial Indebtedness pursuant to Clause 18.4;

     (d)  immediately after giving pro forma effect to such transaction, the
          Successor Company shall have Consolidated Net Worth in an amount that
          is not less than the Consolidated Net Worth of the Company immediately
          prior to such transaction;

     (e)  the Company shall have delivered to the Facility Agent a certificate
          and an opinion of counsel, each stating that such consolidation,
          merger or transfer and such supplemental indenture (if any) comply
          with this Agreement; and

     (f)  the Company shall have delivered to the Facility Agent an opinion of
          counsel to the effect that the Lenders will not recognize income, gain
          or loss for U.S. Federal income tax purposes as a result of such
          transaction and will be subject to Federal income tax on the same
          amounts, in the same manner and at the same times as would have been
          the case if such transaction had not occurred;

     provided, however, that clauses (3) and (4) will not be applicable to (A)
     --------  -------
     an Obligor consolidating with, merging into or transferring all or part of
     its properties and assets to the Company or (B) the Company merging with an
     Affiliate of the Company solely for the purpose and with the sole effect of
     reincorporating the Company in another jurisdiction.

     The Successor Company will be the successor to the Company and shall
     succeed to, and be substituted for, and may exercise every right and power
     of, the

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       Company under this Agreement, and the predecessor Company, except in the
       case of a lease, shall be released from the obligation to pay the
       principal of and interest on the Loans and Exchange Notes.

19.10  Third party guarantees

       (a)  In this Subclause, a "guarantee" includes a guarantee, an indemnity,
            counter-indemnity or other assurance against loss, but excludes for
            the avoidance of doubt, any warranty or indemnity commonly included
            in a share sale and purchase agreement or asset disposal agreement
            entered into on normal commercial terms (other than one related to
            Financial Indebtedness).

       (b)  Except as provided below, no member of the Group may incur or allow
            to be outstanding any guarantee in respect of any person.

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

            (i)    any guarantee arising under the Senior Finance Documents;

            (ii)   any guarantee arising under the Hive-Down Agreements;

            (iii)  any guarantee comprising a netting or set-off arrangement
                   entered into by a member of the Group in favor of an Approved
                   Bank in the ordinary course of its banking arrangements for
                   the purposes of netting debit and credit balances;

            (iv)   the endorsement of negotiable instruments in the ordinary
                   course of trade;

            (v)    performance bonds guaranteeing performance by a member of the
                   Group under any contract entered into in the ordinary course
                   of business;

            (vi)   any indemnity given to a director of a member of the Group;

            (vii)  guarantees in respect of any Financial Indebtedness of any
                   member of the Group which is allowed under the Bridge Finance
                   Documents; or

            (viii) guarantees where the aggregate amount so guaranteed by all
                   members of the Group at any time does not exceed
                   (pound)5,000,000 or its equivalent.

       (d)  The Company shall procure that within one month of the Effective
            Date there is delivered to the Facility Agent in form and substance
            satisfactory to it a schedule of all guarantees of the type referred
            to in paragraph (c) above outstanding at the Effective Date which
            evidences that the amount

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            referred to in paragraph (c)(viii) above was not exceeded at the
            Effective Date and to the extent that this amount was exceeded the
            Parties agree to discuss in good faith with a view to determining
            whether an increase in the amount referred to in paragraph (c)
            (viii) above acceptable to the Finance Parties might be agreed.

19.11  Acquisitions

       (a)  Except as provided below, no member of the Group may:

            (i)   acquire, subscribe for or invest in any company, business,
                  shares or securities; or

            (ii)  incorporate any company.

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

            (i)   any transaction expressly set out in the Structure Memorandum;

            (ii)  Cash Equivalents;

            (iii) the subscription for shares in a member of the Group which
                  immediately prior to the subscription was its direct
                  Subsidiary and provided that the relevant shares are issued by
                  that member of the Group in compliance with Clause 19.26 and
                  (if the existing shares in such member of the Group are
                  charged) are charged under the Security Documents;

            (iv)  any acquisition, investment or subscription the aggregate
                  consideration (including the amount of any indebtedness
                  outstanding in any such company or business at the date of
                  such acquisition, subscription or investment) for which, when
                  aggregated with the consideration for all other such
                  acquisitions, investments or subscriptions made after the date
                  of this Agreement, does not exceed (pound)10,000,000;

            (v)   any non-Cash consideration received pursuant to a disposal
                  permitted under Clause 19.6; or

            (vi)  the warrants issued by Nobia AB and relating to the disposal
                  by the Company of Magnet Limited and various other of its
                  Subsidiaries.

       (c)  No member of the Group shall enter into any option or similar
            arrangement under which a person has a present or contingent right
            to require a member of the Group to acquire any asset or any
            interest in any asset where if the right were exercised the
            acquisition would breach the terms of any of the Bridge Finance
            Documents or the Senior Finance Documents.

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         (d)      The provisions of this Subclause shall only apply whilst
                  Compliance Certificates for the two most recent consecutive
                  Measurement Periods have not shown that the ratio of
                  Consolidated Total Net Debt to Consolidated EBITDA was below
                  2.0:1 and such ratio would not be below 2.0:1 for two
                  consecutive Measurement Periods if any acquisition of the type
                  referred to above was made.

19.12    Environmental matters

         (a)      Each member of the Group must:

                  (i)      obtain all requisite Environmental Approvals; and

                  (ii)     ensure that it is in compliance with all
                           Environmental Law and Environmental Approvals
                           applicable to it,

                  (iii)    where failure to do so is reasonably likely to have a
                           Material Adverse Effect.

         (b)      The Company must promptly upon becoming aware notify the
                  Facility Agent of:

                  (i)      any Environmental Claim current, or to its knowledge,
                           pending or threatened; or

                  (ii)     any circumstances reasonably likely to result in an
                           Environmental Claim,

         which is reasonably likely to be adversely substantiated and which, if
         substantiated, is reasonably likely either to have a Material Adverse
         Effect or result in any liability for a Finance Party.

19.13    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.

19.14    The Company

         (a)      The Company must not carry on any business or own any assets,
                  other than:

                  (i)      the ownership of shares in the capital of Enodis
                           Holdings Limited and the lending of the Subordinated
                           Intercompany Loan to Enodis Holdings Limited;




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                  (ii)     incurring Financial Indebtedness under the Bridge
                           Finance Documents and the Bond Documents or
                           refinancing thereof;

                  (iii)    the provision of administrative, but not treasury,
                           services to the members of the Group as and to the
                           extent generally provided by holding companies such
                           as it;

                  (iv)     exercising its rights relating to and complying with
                           its obligations under the terms and conditions of the
                           Hive-Down Documents;

                  (v)      receiving payments from Enodis Holdings Limited or
                           other Group members to the extent permitted by Clause
                           23.27 of the Senior Credit Facilities;

                  (vi)     carrying out and making payments in relation to those
                           activities permitted to be funded by payments
                           permitted pursuant to Clause 23.27 of the Senior
                           Credit Facilities;

                  (vii)    holding and carrying out activities in relation to
                           the Excluded Assets (as defined in the Hive-Down
                           Agreements); and

                  (viii)   conducting the Equity Offering launched on the date
                           hereof; and

                  (ix)     issuing ordinary shares in its capital of the same
                           class as those to be issued pursuant to the Equity
                           Offering where an amount equal to the net proceeds of
                           such issue is subscribed for ordinary shares in the
                           capital of Enodis Holdings Limited of the same class
                           as those in issue at the date hereof.

         (b)      The Company shall procure that Topco does not carry on any
                  business or own any assets, other than:

                  (i)      the ownership of shares in the capital of the
                           Company;

                  (ii)     incurring Financial Indebtedness in relation to any
                           refinancing of the Facility, the Exchange Notes
                           and/or the High Yield Refinancing Securities or the
                           Bond Exchange Notes;

                  (iii)    receiving payments from the Company or Enodis
                           Holdings Limited to the extent permitted by Clause
                           23.27 of the Senior Credit Facilities;

                  (iv)     carrying out and making payments in relation to those
                           activities permitted to be funded by payments to
                           Topco permitted pursuant to Clause 23.27 of the
                           Senior Credit Facilities; and

                  (v)      issuing ordinary shares in its capital of the same
                           class as those issued on the establishment of Topco
                           where an amount equal to the net proceeds of such
                           issue is subscribed by Topco or the Company

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                           for ordinary shares in the capital of Enodis Holdings
                           Limited of the same class as those in issue at the
                           date hereof.

19.15    [Reserved.]

19.16    Amendments to documents

         (a)      The Company may not amend either the Subordinated Intercompany
                  Loan Agreement or the Subordination Agreement without the
                  prior written consent of the Lenders.

         (b)      No member of the Group may:

                  (i)      amend any of the Transaction Documents;

                  (ii)     amend its memorandum or articles of association or
                           other constitutional documents;

                  (iii)    enter into any agreement with any shareholders in the
                           Company; or

                  (iv)     amend or waive any of the other documents delivered
                           to the Facility Agent pursuant to Clause 4.1,

         without the prior written consent of the Original Lenders on or prior
         to the Effective Date and, thereafter (save where Majority Lender
         consent has been obtained), in any way which may affect materially and
         adversely the interests of the Lenders under the Bridge Finance
         Documents.

         (c)      The Company must promptly supply to the Facility Agent a copy
                  of any amendment or waiver of the documents referred to in
                  paragraphs (a) and (b) above.

19.17    [Reserved.]

19.18    Access

         Upon reasonable notice being given by the Facility Agent, if the
Facility Agent has reasonable grounds for believing that there is or may be an
outstanding Default, the Company will procure that one or more representatives
of the Facility Agent and/or accountants or other professional advisers
appointed by the Facility Agent are allowed to have access during normal
business hours to the assets, books and records of each member of the Group and
are able to inspect and copy the same.

19.19    Pension schemes

         (a)      Each member of the Group must:





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                  (i)      be in compliance in all material aspects with any
                           laws or contract relating to any of its pension
                           schemes; and

                  (ii)     maintain and fund its pension schemes to at least the
                           extent required by local law and practice.

         (b)      The Company must supply the Facility Agent with a copy of any
                  actuarial report in respect of any pension scheme operated by
                  a member of the Group which the Facility Agent may reasonably
                  request.

19.20    Taxes

         (a)      Each member of the Group shall pay all Taxes due and payable
                  by it prior to the accrual of any material fine or penalty for
                  late payment save to the extent that) payment of those Taxes
                  is being contested in good faith and adequate reserves are
                  being maintained for those Taxes.

19.21    Joint Ventures

         (a)      Subject to paragraph (b) below, no member of the Group may
                  enter into, invest in, acquire any interest in, transfer any
                  asset to or lend to or guarantee the obligations of any joint
                  venture, partnership or similar arrangement or enter into any
                  agreement or obligation where it would have any obligation to
                  do any of the foregoing.

         (b)      Paragraph (a) above shall not apply to any joint venture,
                  partnership or similar arrangement in which a member or
                  members of the Group:

                  (i)      have management control; or

                  (ii)     own a majority of the issued voting share capital,

         of the relevant joint venture, partnership or similar arrangement.

19.22    [Reserved.]

19.23    Arm's length terms

         No member of the Group may enter into any material transaction with any
person otherwise than on arm's length terms and for full market value save for
intercompany loans permitted pursuant to Clause 19.25 and transactions required
pursuant to and as permitted by the Bridge Finance Documents and the Senior
Finance Documents.

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19.24    Treasury transactions

         (a)      In this Subclause "treasury transaction" means any derivative
                  transaction protecting against or benefiting from fluctuations
                  in any rate or price.

         (b)      No member of the Group may enter into any treasury
                  transaction, other than:

                  (i)      the hedging transactions contemplated by the Hedging
                           Letter and documented by the Hedging Documents;

                  (ii)     spot foreign exchange contracts entered into in the
                           ordinary course of business; and

                  (iii)    any treasury transaction entered into for the hedging
                           of actual or projected exposures arising in the
                           ordinary course of trading activities of a member of
                           the Group.

         (c)      The Company must ensure that the currency and interest rate
                  hedging arrangements contemplated by the Hedging Letter are
                  implemented in accordance with the terms of and within the
                  time period specified in the Hedging Letter and that such
                  arrangements are not terminated, varied, released or cancelled
                  without the prior written consent of the Facility Agent save
                  as permitted by the Priority Deed.

19.25    Loans out

         (a)      Except as provided below, no member of the Group may be the
                  creditor in respect of any Financial Indebtedness.

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

                  (i)      trade credit extended by any member of the Group on
                           normal commercial terms and in the ordinary course of
                           its trading activities;

                  (ii)     loans made by members of the Group to other members
                           of the Group which are Obligors;

                  (iii)    loans made by one member of the Group to another
                           member of the Group identified in the Structure
                           Memorandum and other intra-Group loans made after
                           29th December, 2001 and prior to the Effective Date;

                  (iv)     subject to the terms of the Priority Deed loans made
                           pursuant to the Intra-Group Funding Agreement;




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                  (v)      loans to the Company which constitute Permitted
                           Distributions and Permitted Additional Dividends and
                           loans of the proceeds of such Permitted Distributions
                           and Permitted Additional Dividends to Topco by the
                           Company;

                  (vi)     the Nobia AB vendor loan facility in the amount
                           of (pound)20,000,000 relating to the disposal by the
                           Company of Magnet Limited and various other of its
                           Subsidiaries;

                  (vii)    loans made as non-Cash consideration pursuant to a
                           disposal permitted under Clause 19.6;

                  (viii)   loans made by members of the Group to other members
                           of the Group which are Obligors subject (where the
                           lenders are Obligors) to a maximum aggregate
                           principal amount at any time outstanding of
                           (pound)5,000,000; or

                  (ix)     loans made by any member of the Group in the ordinary
                           course of business, including, without limitation, to
                           its employees, customers and suppliers, subject to a
                           maximum aggregate principal amount outstanding at any
                           time of (pound)3,000,000.

         (c)      The Company shall procure that within one month of the
                  Effective Date there is delivered to the Facility Agent in
                  form and substance satisfactory to it a schedule of all loans
                  in respect of which any member of the Group was a creditor
                  which were outstanding at the Effective Date which evidences
                  that the amounts referred to in paragraphs (b)(viii) and (ix)
                  above were not exceeded at the Effective Date in respect of
                  such loans and to the extent that either or both of these
                  amounts were exceeded the Parties agree to discuss in good
                  faith with a view to determining whether an increase in either
                  or both of the amounts referred to in those paragraphs
                  acceptable to the Finance Parties might be agreed.

19.26    Share capital

         (a)      Except as provided below, no member of the Group may:

                  (i)      redeem, repurchase, defease, retire or repay any of
                           its share capital or resolve to do so;

                  (ii)     (other than by Enodis Holdings Limited to the Company
                           or by the Company to Topco) issue any shares which by
                           their terms are redeemable; or

                  (iii)    issue any share capital to any person.

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





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                  (i)      the Company (except that if Topco has been formed,
                           paragraph (a) shall apply to the Company but shall
                           not apply to Topco);

                  (ii)     any transaction expressly allowed under the Bridge
                           Finance Documents or Senior Finance Documents; or

                  (iii)    the issue of shares by a member of the Group to
                           another member of the Group which is its immediate
                           Holding Company, where such shares become the subject
                           of a charge in favor of the Lenders on the same terms
                           as any other shares in such member of the Group which
                           are charged to the Lenders by way of security (where
                           any other shares in such member of the Group are the
                           subject of a Security Interest in favor of the
                           Lenders).

19.27    Dividends

         The Company may not:

         (a)      declare, make or pay any dividend, charge, fee or other
                  distribution (or interest on any unpaid dividend, charge, fee
                  or other distribution), whether in cash or in kind, on or in
                  respect of any of its share capital;

         (b)      repay or distribute any dividend or share premium reserve;

         (c)      pay or allow any member of the Group to pay any management,
                  advisory or other fee to or to the order of any of the
                  shareholders of the Company,


         other than the payment of (i) the proceeds of Permitted Distributions
         to Topco to the extent such proceeds represent indebtedness, financial
         obligations or liabilities of Topco under Subclause (e), (g) or (h) of
         the definition of Permitted Distributions set forth in the Senior
         Credit Facilities, and (ii) dividends from the proceeds of Permitted
         Additional Dividends.

19.28    [Reserved.]

19.29    Intellectual Property Rights

         (a)      Except as provided below, each member of the Group must:

                  (i)      make any registration and pay any fee or other amount
                           which is necessary to keep the Intellectual Property
                           Rights which are material to the business of an
                           Obligor or Material Subsidiary in force;

                  (ii)     record its interest in those Intellectual Property
                           Rights;




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                  (iii)    take such steps as are necessary and commercially
                           reasonable (including the institution of legal
                           proceedings) to prevent third parties infringing
                           those Intellectual Property Rights;

                  (iv)     not use or permit any Intellectual Property Right to
                           be used in a way, or take or omit to take any action
                           which may, adversely effect the existence or value of
                           such Intellectual Property Right; and

                  (v)      not enter into license arrangements in respect of
                           those rights.

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

                  (i)      license arrangements entered into with members of the
                           Group for so long as they remain members of the
                           Group; or

                  (ii)     license arrangements entered into on normal
                           commercial terms and in the ordinary course of its
                           business.

19.30    Felsted


         No member of the Group may invest any amount in relation to Felsted,
except where such investment (the "Felsted Investment") is made:

         (a)      in connection with the performance of a binding contract (the
                  "Felsted Contract") in relation to the development of a part

                  of the Felsted site (the "Investment Site") where completion
                  of and receipt of proceeds under such contract is
                  contractually obliged to occur within eighteen months of any
                  amount of such Felsted Investment being made;

         (b)      where the terms of the Felsted Contract require consideration
                  to be received by a member of the Group upon completion of
                  such contract in an amount greater than the Felsted Investment
                  made or to be made in connection with the relevant Investment
                  Site; and

         (c)      where the aggregate amount of the Felsted Investments made or
                  contracted to be made under all Felsted Contracts referred to
                  in paragraph (a) and (b) above which have not completed
                  (together with the aggregate amount by which consideration
                  received in relation to any Felsted Contract was in an amount
                  less than the related Felsted Investment) is less than
                  (pound)10,000,000.

19.31    Registered/Principal Offices

         The Company will and will procure that each member of the Group will,
promptly notify the Facility Agent in writing of any change in its name or in
the address of its registered or principal office.

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19.32    VAT representative member

         (a)       The Company will make and will procure that any necessary
                   members of the Group make all necessary applications to HM
                   Customs & Excise for Enodis Group Limited to be substituted
                   for the Company as the representative member of the Group for
                   VAT purposes and use all reasonable endeavors to receive
                   acknowledgement thereof from HM Customs & Excise.

         (b)       The Company will not take any action to remove Enodis Group
                   Limited as the representative member of the Group for VAT
                   purposes.

         (c)       The Company will take all necessary steps to promptly remove
                   the Company from the VAT group of which the Group forms part.

19.33    [Reserved.]

19.34    United States laws

(a)      In this Subclause:

         "Code" means, at any date, the United States Internal Revenue Code of
1986 (or any successor legislation thereto) as amended from time to time, and
the regulations promulgated and rulings issued thereunder, all as the same may
be in effect at such date.

         "ERISA" means, at any date, the United States Employee Retirement
Income Security Act of 1974 (or any successor legislation thereto) as amended
from time to time, and the regulations promulgated and rulings issued
thereunder, all as the same may be in effect at such date.

         "ERISA Affiliate" means any person treated as a single employer with
any Obligor for the purpose of section 414 of the Code.

         "Margin Stock" has the meaning given to it in Regulations U and X
issued by the Board of Governors of the United States Federal Reserve System.

         "Plan" means an employee benefit plan as defined in section 3(3) of
ERISA:

         (a)       maintained by the Company or any ERISA Affiliate; or

         (b)       to which the Company or any ERISA Affiliate is required to
                   make any payment or contribution.

         "Reportable Event" means:




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         (a)      an event specified as such in section 4043 of ERISA or any
                  related regulation, other than an event in relation to which
                  the requirement to give notice of that event is waived by any
                  regulation; or

         (b)      a failure to meet the minimum funding standard under section
                  412 of the Code or section 302 of ERISA, whether or not there
                  has been any waiver of notice or waiver of the minimum funding
                  standard under section 412 of the Code.

(b)      The Company may not:

                  (i)      extend credit for the purpose, directly or
                           indirectly, of buying or carrying Margin Stock; or

                  (ii)     use any Loan, directly or indirectly, to buy or carry
                           Margin Stock or to extend credit to others for the
                           purpose of buying or carrying Margin Stock.

(c)      The Company may not use any part of any Loan to acquire any security in
         a transaction that is subject to section 13 or 14 of the United States
         Securities Exchange Act of 1934.

(d)      The Company must promptly upon becoming aware of it notify the Facility
Agent of:

                  (i)      any Reportable Event;

                  (ii)     the termination of or withdrawal from, or any
                           circumstances reasonably likely to result in the
                           termination of or withdrawal from, any Plan subject
                           to Title IV of ERISA; and

                  (iii)    a claim or other communication alleging material
                           non-compliance with any law or regulation relating to
                           any Plan which is reasonably likely to have a
                           Material Adverse Effect.

(e)      The Company and its ERISA Affiliates must be, and remain, in compliance
         in all respects with all laws and regulations relating to each of its
         Plans, where failure to do so is reasonably likely to have a Material
         Adverse Effect.

(f)      Each of the Company and its ERISA Affiliates must ensure that no event
         or condition exists at any time in relation to a Plan which is
         reasonably likely to result in the imposition of a Security Interest on
         any of its assets or which is reasonably likely to have a Material
         Adverse Effect.

19.35    Structure Memorandum

         If any significant reorganization steps are undertaken or any
significant disposals or transfers occur the Company will promptly provide the
Facility Agent with an updated Structure Memorandum reflecting such
transactions.

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19.36    Funds Flow Statement

         The Company will make all payments in such amounts, at such times and
in such a manner as provided for in the Funds Flow Statement.

19.37    [Reserved.]

19.38    High Yield Refinancing Securities

         (a)      The Company agrees to use its best efforts to offer and sell
                  High Yield Refinancing Securities to be issued in a Rule 144A
                  or Regulation S offering or any other private placement or
                  public offering, as the Arrangers may in their sole discretion
                  determine after consultation with the Company, to refinance in
                  whole or in part the Loans and Exchange Notes (the "High Yield
                  Refinancing") and to consummate such High Yield Refinancing as
                  promptly as practicable after the Effective Date (and, if
                  unsuccessful, from time to time thereafter at the request of
                  the Arrangers until the Maturity Date) in an amount sufficient
                  to refinance no less than(pound)100,000,000 outstanding under
                  the Bridge Finance Documents, at such times and on such terms
                  and conditions (including interest rate, yield, redemption
                  prices, ranking and dates) as the Arrangers may in their good
                  faith judgment, after consultation with the Company, determine
                  to be appropriate in light of prevailing circumstances and
                  market conditions and the financial condition and prospects of
                  the Company and as are customary for issuances of Sterling,
                  euro or U.S. dollar denominated senior unsecured notes or
                  debentures, as the case may be; provided, however, that the
                  Company will not be required to issue High Yield Refinancing
                  Securities bearing interest in excess of the maximum interest
                  rate specified herein for Exchange Notes or paying cash
                  interest in excess of the maximum cash pay interest rate
                  specified herein for the Exchange Notes. Although High Yield
                  Refinancing Securities will not be denominated in any currency
                  other than Sterling without the Company's consent, the Company
                  agrees to discuss in good faith with the Arrangers
                  denomination in euro or U.S. dollars if the Arrangers
                  recommend denominations in either or both such currencies
                  after good faith efforts to market Sterling denominated High
                  Yield Refinancing Securities.

         (b)      The Company's best efforts to offer and sell the notes to
                  refinance the Loans and Exchange Notes will include, at a
                  minimum, but not be limited to, the following:

                  (i)      no later than the Effective Date, the Company will
                           deliver to the Arrangers an initial draft of an
                           offering circular for the distribution of the High
                           Yield Refinancing Securities meeting the prospectus
                           requirements under Form F-1 under the Securities Act
                           (other than with respect to financial statements);

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                  (ii)     no later than 14 days following the Effective Date,
                           the Company will deliver, in complete and final form,
                           to the Arrangers all financial statements that would
                           be required to be included in a registration
                           statement on Form F-1 under the Securities Act;

                  (iii)    no later than 30 days following the Effective Date,
                           the Company will deliver to the Arrangers a completed
                           offering circular, in form and substance reasonably
                           satisfactory to the Arrangers, that would be suitable
                           for use on a road show for the sale of the High Yield
                           Refinancing Securities; and

                  (iv)     upon delivery of such completed offering circular,
                           the Company will cause its senior management to
                           participate in a customary road show for the sale of
                           the High Yield Refinancing Securities.

         It is understood and agreed that the aforesaid offering circular will,
         except as otherwise agreed to in writing by the Arrangers, contain all
         the information (financial or otherwise) that would be required to be
         included in a prospectus that complied with the requirements of Form
         F-1 under the Securities Act, in particular contain all financial
         statements (including audited financial statements and accompanying
         audit reports and related consents and unaudited financial statements,
         prepared in accordance with U.K. GAAP and reconciled to U.S. GAAP), and
         other financial information and other data that would be necessary in
         an offering of the High Yield Refinancing Securities registered under
         the Securities Act with respect to the Company.

         (c)      The indenture for the High Yield Refinancing Securities shall
                  be substantially in the form of the Exchange Note Indenture,
                  modified as appropriate to be consistent with the terms and
                  conditions of the High Yield Refinancing Securities, and in
                  form and substance reasonably satisfactory to the Arrangers
                  and the Company.

         (d)      The Company shall enter into a purchase agreement and a
                  registration rights agreement with the Arrangers and any other
                  initial purchasers covering the High Yield Refinancing
                  Securities substantially in the form of the Credit Suisse
                  First Boston standard forms, or on more favorable terms, for
                  purchase agreements and registration rights agreements for
                  non-registered offerings, not later than the time of the
                  pricing of the offering of the High Yield Refinancing
                  Securities.

         (e)      The Company agrees to use its best efforts to list the High
                  Yield Refinancing Securities on the Luxembourg Stock Exchange
                  prior to the closing of the High Yield Refinancing.

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19.39    [Reserved.]

19.40    Exchange Notes

         (a)      As promptly as practicable after being requested to do so by
                  the Facility Agent at any time after the Effective Date and in
                  any event prior to the date that is the earlier of (i) the
                  first Exchange Date hereunder and (ii) 90 days following the
                  Effective Date, the Company agrees to select a trustee for the
                  Exchange Notes that is reasonably acceptable to the Facility
                  Agent and enter into the Exchange Note Indenture.

         (b)      The Company agrees, on any Exchange Date, pursuant to the
                  Exchange Note Indenture, to take all requisite action,
                  together with the trustee under the Exchange Note Indenture,
                  to record the Company's obligations to such Lender under the
                  Exchange Note Indenture (including, as applicable, the
                  issuance of an Exchange Note in the form of either Definitive
                  Notes or the recording of such obligation through Euroclear or
                  Clearstream Luxembourg as a beneficial ownership interest in
                  one or more Global Notes (as such terms are defined in the
                  Exchange Note Indenture)), and such Lender's Loans (including
                  any accrued interest not required to be paid in cash) shall be
                  deemed to have been repaid by the amount so exchanged and the
                  Company's obligations under this Agreement with respect to
                  such Loans shall be terminated. If following any Exchange, a
                  Lender shall no longer have outstanding Loans, such Lender
                  shall return its Loan Note (if any) to the Facility Agent for
                  cancelation and return to the Company.

         (c)      The bank or trust company acting as trustee under the Exchange
                  Note Indenture shall at all times be a corporation organized
                  and doing business under the laws of the United States of
                  America or the State of New York, in good standing and having
                  its principal offices in The Borough of Manhattan, in The City
                  of New York, which is authorized under such laws to exercise
                  corporate trust powers and is subject to supervision or
                  examination by Federal or state authority and which has a
                  combined capital and surplus of not less than
                  (pound)50,000,000. The Exchange Note Indenture shall be in
                  such a form that it can be qualified under the Trust Indenture
                  Act of 1939.

         (d)      If Exchange Notes are issued pursuant to the terms hereof,
                  then the holders of such Exchange Notes shall have the
                  registration rights set forth in the Exchange Note Indenture.

         (e)      Prior to the first interest payment in respect of the Exchange
                  Notes, the Company agrees to use its best efforts to list the
                  Exchange Notes on the Luxembourg Stock Exchange or any other
                  Recognized Stock Exchange.

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         (f)      In the event that the Company is neither subject to Section 13
                  or Section 15(d) of the Exchange Act nor exempt from reporting
                  pursuant to Rule 12g3-2(b) under the Exchange Act, the Company
                  shall furnish to any holder of Exchange Notes and to
                  prospective investors, upon the requests of such holders, any
                  information required to be delivered pursuant to Rule 144A
                  (d)(4) under the Securities Act so long as any Exchange Notes
                  are outstanding.

19.41    Use of Proceeds

         The Company agrees to use the net proceeds received by it from the
Equity Offering and from the High Yield Refinancing to repay and redeem the
Loans and the Exchange Notes in accordance with Clause 6 and the applicable
provisions of the Exchange Note Indenture. Such repayment and redemption shall
be made pro rata among the Lenders and holders of Exchange Notes on the basis of
the aggregate amount of Loans and Exchange Notes held by each of them.

19.42    Intercompany Loans

         Subject to the Subordination Agreement, the Company agrees to enforce
all its rights under the Subordinated Intercompany Loan to ensure that all
amounts due thereunder are paid to it.

19.43    Rating of Loans

         As soon as practicable after the Effective Date, and thereafter for so
long as any Loans or Exchange Notes are outstanding, the Company will use its
best efforts to cause Moody's and S&P to assign a rating to the Loans and
Exchange Notes.

19.44    Exchange Note Covenants

         (a)      Prior to the Initial Bridge Maturity Date, the Company shall
                  comply with the covenants specified in Clauses 17, 18 and 19
                  of this Agreement, and the covenants specified in Articles IV
                  and V of the Exchange Note Indenture shall be inapplicable.
                  Following the Initial Bridge Maturity Date, the covenants
                  specified in Clauses 17.1 through 17.8, 18.1 through 18.7 and
                  19.1 through 19.36 shall no longer be applicable and the
                  Company shall comply with the covenants specified in Sections
                  4.01, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11,
                  4.12, 4.13, 4.15, 4.16, 4.17, 4.18 and Article V of the
                  Exchange Note Indenture (in addition to complying with the
                  covenants specified in Sections 4.02 and 4.14 of the Exchange
                  Note Indenture as provided in Clause 17.9). The provisions of
                  this Clause 19.44 shall not affect any Default or Event of
                  Default that exists on the Initial Bridge Maturity Date.





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         (b)      Following the Initial Bridge Maturity Date and for the purpose
                  of determining compliance with the Exchange Note Indenture and
                  this Agreement following the Initial Bridge Maturity Date, the
                  Company shall be required to take account of all events from
                  the Effective Date to the Initial Bridge Maturity Date
                  (including, without limitation, Incurrences of Indebtedness
                  and Liens and making of Restricted Payments and Investments,
                  in each case as such terms are defined in the Description of
                  the Exchange Notes), and any classifications or allocations
                  required to be made at the time of such events in order to
                  comply with such provisions, as though the Exchange Note
                  Indenture contained such terms and covenants and had been in
                  full force and effect from the Effective Date.

20.      DEFAULT

20.1     Events of Default

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

         (b)      In this Clause:

         "Material Group Member " means a Material Subsidiary; and

         "Permitted Transaction" means:

                  (i)      an intra-Group re-organization or voluntary
                           winding-up of a Material Subsidiary on a solvent
                           basis which is not reasonably likely to have a
                           Material Adverse Effect;

                  (ii)     Topco becoming the Holding Company of the Company
                           pursuant to a scheme of arrangement; or

                  (iii)    any other transaction agreed by the Majority Lenders.

20.2     Non-payment

         The Company does not pay on the due date any amount payable by it under
the Bridge Finance Documents in the manner required under the Bridge Finance
Documents, unless the non-payment:

         (a)      is caused by technical or administrative error; and

         (b)      is remedied within five Business Days of the due date.





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20.3     Breach of other obligations

         (a)      The Company does not comply with any term of any of Clauses
                  18, 19.5, 19.6, 19.26 or 19.27; or

         (b)      The Company does not comply with any other term of the Bridge
                  Finance Documents not already referred to in this Clause,
                  unless the non-compliance:

                  (i)      is capable of remedy; and

                  (ii)     is remedied within twenty one days of the earlier of
                           the Facility Agent giving notice and the Company
                           becoming aware of the non-compliance.

20.4     Misrepresentation

         A representation made or repeated by the Company in any Bridge Finance
Document or in any document delivered by or on behalf of the Company under any
Bridge Finance Document is incorrect in any material respect when made or deemed
to be repeated.

20.5     Cross-default

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

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

         (b)      any of its Financial 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 Financial Indebtedness is cancelled or
                  suspended as a result of an event of default (howsoever
                  described),

         unless the aggregate amount of Financial Indebtedness falling within
         paragraphs (a)-(c) above is less than (pound)5,000,000 or its
         equivalent.

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20.6     Insolvency

         Any of the following occurs in respect of a Material Group Member or
the Company:

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

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

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

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

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

20.7     Insolvency proceedings

         (a)      Except as provided below, any of the following occurs in
                  respect of a Material Group Member or the Company:

                  (i)      any step is taken with a view to a 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.

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





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                (i)     any step or procedure which is part of a Permitted
                        Transaction; or

                (ii)    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 twenty one days.

20.8     United States Bankruptcy Laws

         (a)    In this Subclause:

         "U.S. Bankruptcy Law" means the United States Bankruptcy Code 1978 or
any other United States Federal or State bankruptcy, insolvency or similar law.

         "U.S. Material Group Member" means any Material Group Member
incorporated or organized under the laws of the United States of America or any
state of the United States of America (including the District of Columbia).

         (b)    Any of the following occurs in respect of a U.S. Material Group
                Member:

                (i)     it makes a general assignment for the benefit of
                        creditors;

                (ii)    it commences a voluntary case or proceeding under any
                        U.S. Bankruptcy Law; or

                (iii)   an involuntary case under any U.S. Bankruptcy Law is
                        commenced against it and is not controverted within 30
                        days or is not dismissed or stayed within 90 days after
                        commencement of the case.

20.9     Creditors' process

         Any attachment, sequestration, distress, execution or analogous event
affects any asset(s) of a Material Group Member or the Company, having an
aggregate value of at least (pound)5,000,000, and is not discharged within forty
five days.

20.10    Cessation of business

         A Material Group Member ceases, or threatens to cease, to carry on
business except:

         (a)    as part of a Permitted Transaction; or

         (b)    as a result of any disposal allowed under this Agreement.

20.11    [Reserved.]

20.12    Effectiveness of Transaction Documents

         (a)    Any Transaction Document ceases to be in full force and effect.





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         (b)   It is or becomes unlawful for the Company to perform any of its
               material obligations under the Transaction Documents to which it
               is a party.

         (c)   Any Transaction Document is alleged by an Obligor to be
               ineffective for any reason.

         (d)   An Obligor repudiates a Transaction Document or evidences an
               intention to repudiate a Transaction Document.

20.13    Ownership of Material Group Members

         Any Material Group Member (other than the Company) is not or ceases to
be a wholly-owned Subsidiary of the Company, except:

         (a)   as part of a Permitted Transaction; or

         (b)   as a result of any disposal allowed under this Agreement;


         or, to the extent any Material Group Member is not a wholly-owned
         Subsidiary of the Company as at the date of this Agreement, such
         Material Group Member does not remain owned by its holding company as
         to at least the same percentage of its share capital as was held at the
         date of this Agreement, except as permitted under paragraph (a) or (b)
         above.

20.14    Priority Deed and Subordination Agreement

         (a)   (i)   Any member of the Group fails to comply with any of its
                     obligations under the Subordination Agreement; or

               (ii)  a representation or warranty given by that party in the
                     Subordination Agreement is incorrect in any material
                     respect,

         and, if the non-compliance or circumstances giving rise to the
         misrepresentation are capable of remedy, it is not remedied within
         fourteen days of the earlier of the Facility Agent giving notice to
         that party or that party becoming aware of the non-compliance or
         misrepresentation; or

         (b)   any other event occurs which is reasonably likely to have a
               material adverse effect on the rights of the Finance Parties
               under the Subordination Agreement.

20.15    Material adverse change

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

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20.16    Audit qualification

         The Auditors qualify their report on any audited consolidated accounts
of the Company in a manner which is reasonably likely to have a Material Adverse
Effect.

20.17    Senior Facilities Default

         Any Event of Default (as defined in the Senior Credit Facilities)
occurs under the Senior Credit Facilities.

20.18    Acceleration

         If an Event of Default is outstanding, the Facility Agent may, by
notice to the Company:

         (a)    cancel the Total Commitments; and/or

         (b)    declare that all or part of any amounts outstanding under the
                Bridge 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.

20.19    Exchange Note Events of Default

         Following the Initial Bridge Maturity Date, the defaults and remedies
set forth in this Clause 20 shall be deemed, without notice to or the consent of
any holder or beneficial owner of Bridge Loans or Exchange Notes, to have been
replaced (without any further action necessary by the parties hereto) by the
defaults and remedies contained in Article VI of the Exchange Note Indenture.
The provisions of this Clause 20.19 shall not affect any Default or Event of
Default that exists on the Initial Bridge Maturity Date.

21.      ADMINISTRATIVE PARTIES

21.1     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
                Bridge Finance Documents.

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

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

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

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

21.2     Role of the Arrangers

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

21.3     No fiduciary duties

         Except as specifically provided in a Bridge 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.

21.4     Individual position of an Administrative Party

         (a)      If it is also a Lender, each Administrative Party has the same
                  rights and powers under the Bridge 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 the Company 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 Bridge Finance Documents or in relation to any
                        other business it carries on with the Company or its
                        related entities.

21.5     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;




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         (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 Bridge Finance Documents through its personnel
                  and agents.

21.6     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 Bridge 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 authorized to act on behalf of a
                  Lender (without first obtaining that Lender's consent) in any
                  legal or arbitration proceedings in connection with any Bridge
                  Finance Document.

         (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.

21.7     Responsibility

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

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

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

         (b)      Without affecting the responsibility of the Company for
                  information supplied by it or on its behalf in connection with
                  any Bridge 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 Bridge Finance Documents
                           (including the financial condition and affairs of the
                           Company and its related entities and the nature and
                           extent of any recourse against any Party or its
                           assets); and

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

21.8     Exclusion of liability

         (a)   The Facility Agent is not liable to any other Finance Party for
               any action taken or not taken by it in connection with any Bridge
               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 Bridge Finance Document.

21.9     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 must promptly notify the Lenders.

21.10    Information

         (a)   The Facility Agent must 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.

         (b)   Except where a Bridge 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:

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                  (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 Bridge Finance Documents (including any
                         information relating to the financial condition or
                         affairs of the Company 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 Bridge Finance Document, to request
                         any certificate or other document from the Company.

         (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 solely for the purpose of evaluating whether any waiver
                  or amendment is required to any term of the Bridge Finance
                  Documents.

         (f)      The Company irrevocably authorizes 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.

21.11    Indemnities

         (a)      Without limiting the liability of the Company under the Bridge
                  Finance Documents, each Lender must 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 Bridge Finance Document but unpaid.

21.12    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.

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21.13    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 Company.

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

         (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 must consult
               with the Company prior to the appointment. Any successor Facility
               Agent must have an office in the U.K.

         (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 the successor Facility
               Agent.

         (f)   The retiring Facility Agent must, 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 Bridge 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 Bridge
               Finance Documents while it was the Facility Agent, and, subject
               to paragraph (f) above, it will have no further obligations under
               any Bridge Finance Document.

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

21.14    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)

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               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 must if requested to do
               so by the Majority Lenders, convene a meeting of the Lenders.

         (c)   The Facility Agent must 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.

21.15    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 Bridge 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 Bridge Finance Documents.

21.16    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.

22.      EVIDENCE AND CALCULATIONS

22.1     Accounts

         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.

22.2     Certificates and determinations

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

22.3     Calculations

         Any interest or fee accruing under this Agreement accrues from day to
day and is calculated on the basis of the actual number of days elapsed and a
year of 360 or 365 days or otherwise, depending on what the Facility Agent
determines is market practice.

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23.      FEES

23.1     Commitment fee

         The Company must pay to the Original Lenders for their own account a
commitment fee in the manner agreed in the Fee Letter.

23.2     Facility Agent's fee

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

23.3     Takedown fee

         If and to the extent the Initial Loans are made, the Company must pay a
takedown fee in the manner agreed in the Fee Letter.

23.4     Exchange Fee

         If and to the extent the Loans are exchanged for Exchange Notes, the
Company must pay an exchange fee in the manner agreed in the Fee Letter.

24.      INDEMNITIES AND BREAK COSTS

24.1     Currency indemnity

         (a)   The Company must, as an independent obligation, indemnify each
               Finance Party against any loss or liability which that Finance
               Party incurs as a consequence of:

               (i)  that Finance Party receiving an amount in respect of the
                    Company's liability under the Bridge Finance Documents; or

               (ii) 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 Bridge Finance Document.

         (b)   Unless otherwise required by law, the Company waives any right it
               may have in any jurisdiction to pay any amount under the Bridge
               Finance Documents in a currency other than that in which it is
               expressed to be payable.

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24.2     Environmental indemnity

         The Company agrees to indemnify each Finance Party and their respective
officers, employees, agents and delegates (each an "Indemnified Party") against
any direct loss or liability suffered or incurred by that Indemnified Party
(except to the extent caused by its own negligence or wilful default) which:

         (a)   arises by virtue of any actual or alleged breach of any
               Environmental Law (whether by the Company, an Indemnified Party
               or any other person); or

         (b)   arises in connection with an Environmental Claim,


         which relates to the Group, any assets of the Group or the operation of
         all or part of the business of the Group (or in each case any member of
         the Group) and which would not have arisen if the Bridge Finance
         Documents or any of them had not been executed by that Finance Party.

24.3     Other indemnities

         (a)   The Company must 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;

               (ii)  any failure by the Company to pay any amount due under a
                     Bridge 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 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.

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

         (b)   The Company must indemnify the Facility Agent against any loss 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




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

24.4     Break Costs

         (a)   The Company must pay to each Lender its Break Costs.

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

               (i)  the interest (excluding the Applicable Spread) 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 current Interest Period for
                    that Loan or overdue amount if the principal or overdue
                    amount received had been paid on the last day of that
                    Interest Period;

         exceeds

               (ii) the amount 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 London interbank market
                    for a period starting on the Business Day following receipt
                    and ending on the last day of the relevant Interest Period.

         (c)   Each Lender must supply to the Facility Agent for the relevant
               Company details of the amount of any Break Costs claimed by it
               under this Subclause.

25.      EXPENSES

25.1     Initial costs

         The Company must pay to each Administrative Party the amount of all
costs and expenses (including legal fees) reasonably incurred by it in
connection with the negotiation, preparation, printing, execution and
syndication of the Bridge Finance Documents.

25.2     Subsequent costs

         The Company must 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
               Bridge Finance Document (other than a Transfer Certificate)
               executed after the date of this Agreement;





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         (b)   any amendment, waiver or consent requested by or on behalf of the
               Company or specifically allowed by this Agreement; and

         (c)   any other matter not of an ordinary administrative nature arising
               out of or in connection with any Bridge Finance Document.

25.3     Enforcement costs

         The Company must 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 Bridge Finance
Document.

26.      AMENDMENTS AND WAIVERS

26.1     Procedure

         (a)   Except as provided in this Clause, any term of the Bridge Finance
               Documents may be amended or waived with the agreement of the
               Company 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 must 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.

26.2     Exceptions

         (a)   An amendment or waiver which relates to:

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

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

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

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

               (v)    a release of the Company;

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




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

               (viii)  the ranking or subordination provided for in the
                       Subordination Agreement; or

               (ix)    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.

26.3     Change of currency

         If a change in any currency of a country occurs (including where there
is more than one currency or currency unit recognized at the same time as the
lawful currency of a country), the Bridge Finance Documents will be amended to
the extent the Facility Agent (acting reasonably and after consultation with the
Company) determines is necessary to reflect the change.

26.4     Waivers and remedies cumulative

         The rights of each Finance Party under the Bridge 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 and specifically.


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

27.      CHANGES TO THE PARTIES

27.1     Assignments and transfers by Obligors

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

27.2     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
               (including by way of novation) any of its rights and obligations
               under this Agreement to any

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              other person (the "New Lender"). The Facility Agent, as agent for
              the Company, shall maintain a book-entry registration transfer
              system (the "Register") for the purpose of all transfers made
              pursuant to Clause 27.2 or Clause 27.3.

          (b) A transfer of obligations will be effective only if either:

              (i)   the obligations are novated in accordance with the following
                    provisions of this Clause; or

              (ii)  the New Lender confirms to the Facility Agent and the
                    Company in form and substance satisfactory to the Facility
                    Agent that it is bound by the terms of this Agreement as a
                    Lender. On the transfer becoming effective in this manner
                    the Existing Lender will be released from its obligations
                    under this Agreement to the extent that they are transferred
                    to the New Lender.

          (c) Unless the Facility Agent otherwise agrees, the New Lender must
              pay to the Facility Agent for its own account, on or before the
              date any assignment or transfer occurs, a fee of (pound)1,000.

          (d) 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.

          (e) Notwithstanding any other provision of this Agreement, the
              transfer of all or any part of the rights and/or obligations
              under the Bridge Finance Documents shall not be effective until
              such transfer is recorded on the Register and prior to such
              recordation all amounts owing to the Existing Lender with respect
              to such rights and/or obligations shall remain owing to the
              Existing Lender. The registration of the assignment, novation or
              transfer of all or any part of rights and/or obligations under
              the Bridge Finance Documents shall be recorded by the Facility
              Agent on the Register only upon the acceptance by the Facility
              Agent of a properly executed and delivered Transfer Certificate
              pursuant to Clause 27.3 or the satisfaction of the requirements
              of Clause 27.2(b)(ii) (at which time the Facility Agent shall be
              required to register the relevant transfer on the Register).

27.3      Procedure for transfer by way of novations

          (a) In this Subclause:

          "Transfer Date" means, for a Transfer Certificate, the later of:

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                (i)  the proposed Transfer Date specified in that Transfer
                     Certificate; and

                (ii) the date on which the Facility Agent executes that Transfer
                     Certificate.

        (b)     A novation is effected if:


                (i)  the Existing Lender and the New Lender deliver to the
                     Facility Agent a duly completed Transfer Certificate; and

                (ii) the Facility Agent executes it.

         The Facility Agent must execute as soon as reasonably practicable a
         Transfer Certificate delivered to it and which appears on its face to
         be in order.

        (c)     Each Party (other than the Existing Lender and the New Lender)
                irrevocably authorizes the Facility Agent to execute any duly
                completed Transfer Certificate on its behalf.

        (d)     On the Transfer Date:

                (i)  the New Lender will assume the rights and obligations of
                     the Existing Lender expressed to be the subject of the
                     novation in the Transfer Certificate in substitution for
                     the Existing Lender; and

                (ii) the Existing Lender will be released from those obligations
                     and cease to have those rights.

 27.4    Limitation of responsibility of Existing Lender

        (a)     Unless expressly agreed to the contrary, an Existing Lender
                is not responsible to a New Lender for the legality,
                validity, adequacy, accuracy, completeness or performance of:

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

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

         and any representations or warranties implied by law are excluded.

        (b)     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 Bridge


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                  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 Bridge
                  Finance Document.

        (c)  Nothing in any Bridge Finance Document requires an Existing Lender
             to:

             (i)  accept a re-transfer from a New Lender of any of the
                  rights and obligations assigned or transferred under this
                  Clause; or

             (ii) support any losses incurred by the New Lender reason of the
                  non-performance by the Company of its obligations under any
                  Bridge Finance Document or otherwise.

27.5    Costs resulting from change of Lender or Facility Office

        If:

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

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

        then, the Company 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.

27.6    Changes to the Reference Banks

        If a Reference Bank (or, if a Reference Bank is not a Lender, the
Lender of which it is an Affiliate) ceases to be a Lender, the Facility Agent
must (in consultation with the Company) appoint another Lender or an Affiliate
of a Lender to replace that Reference Bank.

28.     DISCLOSURE OF INFORMATION

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

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                                       108

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         (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 with whose directions it is accustomed to comply;

         (v)   to its professional advisers;

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

         (vii) with the agreement of the Company.

    (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 Bridge Finance Document; and

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

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

    (c)  This Clause supersedes any previous confidentiality undertaking given
         by a Finance Party in connection with this Agreement prior to it
         becoming a Party.

29. SET-OFF

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

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                                       109

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30.      PRO RATA SHARING

30.1     Redistribution

         If any amount owing by the Company 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 must, within three Business Days, supply
                 details of the recovery to the Facility Agent;

         (b)     the Facility Agent must 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 must pay to the Facility Agent an amount
                 equal to the excess (the "redistribution").

30.2     Effect of redistribution

         (a)     The Facility Agent must treat a redistribution as if it were a
                 payment by the Company under this Agreement and distribute it
                 among the Lenders 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 and to the extent that the recovering Lender is not able to
                 rely on any rights of subrogation under paragraph (b) above,
                 the Company will owe the recovering Lender a debt which is
                 equal to the redistribution, immediately payable and of the
                 type originally discharged.

         (d)     If:

                 (i)  a recovering Lender must subsequently return a recovery,
                      or an amount measured by reference to a recovery, to the
                      Company; and

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

         each Finance Party must 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.

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                                       110

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30.3     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
             Company 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.

31.      SEVERABILITY

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

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

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

32.      COUNTERPARTS

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

33.      NOTICES

33.1     In writing

         (a) Any communication in connection with a Bridge Finance Document must
             be in writing and, unless otherwise stated, may be given in person,
             by


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            post, telex, fax or any electronic communication approved by the
            Facility Agent.

        (b) For the purpose of the Bridge Finance Documents, an electronic
            communication will be treated as being in writing.

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

33.2    Contact details

        (a) Except as provided below, the contact details of each Party for all
            communications in connection with the Bridge 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 Company for this purpose are:


        Address:           Washington House
                           40-41 Conduit Street
                           London W1S 2YQ

        Fax number:        020 7304 6001
        Attention:         Mark Hampton

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

        Address:           One Cabot Square
                           London  E14 4QJ

        Fax number:        020 7888 8398
        Attention:         Loan Agency

        (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.

33.3    Effectiveness

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

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




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

            (iii) if by telex, when dispatched, but only if, at the time of
                  transmission, the correct answerback appears at the start and
                  at the end of the sender's copy of the notice;

            (iv)  if by fax, when received in legible form; and

            (v)   by e-mail or any other electronic communication, on receipt.

        (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.

34.     LANGUAGE

        (a) Any notice given in connection with a Bridge Finance Document must
            be in English.

        (b) Any other document provided in connection with a Bridge Finance
            Document must be:

            (i)   in English; or

            (ii)  (unless the Facility Agent otherwise agrees) accompanied by a
                  certified English translation. In this case, the English
                  translation prevails unless the document is a statutory or
                  other official document.

35.     GOVERNING LAW

        THIS AGREEMENT IS GOVERNED BY NEW YORK LAW, REGARDLESS OF THE LAWS THAT
MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

36.     ENFORCEMENT

36.1    Jurisdiction

        (a) Each Party hereby irrevocably and unconditionally submits, for
            itself and its property, to the nonexclusive jurisdiction of any New
            York State court

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            or Federal court of the United States of America sitting in The
            Borough of Manhattan, The City of New York, and any appellate court
            from any thereof, in any action or proceeding arising out of or
            relating to this Agreement, or for recognition or enforcement of any
            judgment, and each Party hereby irrevocably and unconditionally
            agrees that all claims in respect of any such action or proceeding
            may be heard and determined in such New York State or, to the extent
            permitted by law, in such Federal court. Each Party agrees that a
            final judgment in any such action or proceeding shall be conclusive
            and may be enforced in other jurisdictions by suit on the judgment
            or in any other manner provided by law. Nothing in this Agreement
            shall affect any right that the Facility Agent or any Lender may
            otherwise have to bring any action or proceeding relating to this
            Agreement or the other Bridge Finance Documents against the Company
            or its properties in the courts of any jurisdiction. The Company has
            appointed Shack Siegel Katz Flaherty & Goodman P.C., with offices on
            the date hereof at 530 Fifth Avenue, New York, New York 10036,
            Attention: Pamela E. Flaherty, as its authorized agent (the
            "Authorized Agent"), upon whom service of process may be served in
            any suit, action or proceeding arising out of or based upon this
            Agreement or the Financing Documents which may be instituted in any
            such court. The Company hereby represents and warrants that the
            Authorized Agent has accepted such appointment and has agreed to act
            as said agent for service of process, and the Company agrees to take
            any and all action, including the filing of any and all documents
            that may be necessary to continue such appointment in full force and
            effect as aforesaid. Service of process upon the Authorized Agent
            shall be deemed, in every respect, effective service of process upon
            the Company. Each Party irrevocably and unconditionally waives any
            objection to the laying of venue of any such suit, action or
            proceeding brought in any such court and any claim that any such
            suit, action or proceeding has been brought in an inconvenient
            forum. A final judgment in any such suit, action or proceeding
            brought in any such court may be enforced in any other courts to
            whose jurisdiction such Party is or may be subject, by suit upon
            judgment.

        (b) Each Party hereby irrevocably and unconditionally waives, to the
            fullest extent it may legally and effectively do so, any objection
            which it may now or hereafter have to the laying of venue of any
            suit, action or proceeding arising out of or relating to this
            Agreement or the other Bridge Finance Documents in any New York
            State or Federal court. Each Party hereby irrevocably waives, to the
            fullest extent permitted by law, the defense of an inconvenient
            forum to the maintenance of such action or proceeding in any such
            court.

36.2    Service of process

        (a) The Company irrevocably appoints Shack Siegel Katz Flaherty &
            Goodman P.C. of 530 Fifth Avenue, New York, NY 10036, Attention:




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            Pamela E. Flaherty, as its agent for service of process in any
            proceedings before any New York State courts.

        (b) If any person appointed as process agent is unable for any reason to
            act as agent for service of process, the Company must immediately
            appoint another agent on terms acceptable to the Facility Agent.
            Failing this, the Facility Agent may appoint another agent for this
            purpose.

        (c) The Company agrees that failure by a process agent to notify it of
            any process will not invalidate the relevant proceedings.

        (d) This Clause does not affect any other method of service allowed by
            law.

36.3    Waiver of immunity

        The Company irrevocably and unconditionally:

        (a) agrees not to claim any immunity from proceedings brought by a
            Finance Party against it in relation to a Bridge 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

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

36.4    Waiver of trial by jury

        EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER RELATED DOCUMENTS, AS
APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION.

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

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                                   SIGNATORIES

Company

ENODIS PLC

By: /s/ Andrew Allner

By: /s/ David McCulloch



Arrangers

CREDIT SUISSE FIRST BOSTON

By: /s/ Emma Balaam

    /s/ Paolo Pascarelli


THE ROYAL BANK OF SCOTLAND plc

By: /s/ M.I. Porter



Original Lenders

CREDIT SUISSE FIRST BOSTON

By: /s/ Emma Balaam

    /s/ Paolo Pascarelli


THE ROYAL BANK OF SCOTLAND PLC

By: /s/ Douglas Iain Kerr








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Facility Agent

CREDIT SUISSE FIRST BOSTON

By: /s/ Emma Balaam

    /s/ Paolo Pascarelli