<PAGE>


                                                                    Exhibit 4.21

                               Dated 20 April 2001
                               -------------------


                                    NOBIA AB
                                    as Parent

                           THE COMPANIES NAMED HEREIN
                         as Borrowers and/or Guarantors


                     THE FINANCIAL INSTITUTIONS NAMED HEREIN
                                as Senior Lenders

                     THE FINANCIAL INSTITUTIONS NAMED HEREIN
                              as Mezzanine Lenders

                                   ENODIS PLC
                             as Subordinated Lender



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


                               INTERCREDITOR DEED



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



                              ASHURST MORRIS CRISP
                                     London

<PAGE>

                                    CONTENTS

CLAUSE                                                                  PAGE

1.     INTERPRETATION ................................................    1
2.     RANKING OF DEBT ...............................................    7
3.     COVENANT TO PAY BY OBLIGORS ...................................    7
4.     SENIOR DEBT ...................................................    8
5.     MEZZANINE DEBT ................................................    9
6.     SUBORDINATED DEBT .............................................   13
7.     PRIORITY OF SECURITY ..........................................   16
8.     ENFORCEMENT OF SECURITY .......................................   16
9.     SUBORDINATION ON INSOLVENCY ...................................   17
10.    APPLICATION OF RECOVERIES .....................................   18
11.    PROTECTION OF SUBORDINATION ...................................   19
12.    STATUS OF OBLIGORS ............................................   20
13.    CONSENTS AND WAIVERS UNDER FINANCE DOCUMENTS ..................   20
14.    REPRESENTATIONS AND WARRANTIES ................................   20
15.    INFORMATION AND CO-OPERATION ..................................   21
16.    ATTORNEY ......................................................   22
17.    APPOINTMENT AND DUTIES OF SECURITY AGENT ......................   22
18.    COSTS AND EXPENSES ............................................   24
19.    NOTICES .......................................................   24
20.    CHANGES TO PARTIES ............................................   25
21.    MISCELLANEOUS .................................................   26
22.    GOVERNING LAW AND SUBMISSION TO JURISDICTION ..................   27

SCHEDULE 1 ...........................................................   28
Part 1 - Original Borrowers ..........................................   28
Part 2 - Original Guarantors .........................................   29
Part 3 - Senior Creditors ............................................   30
Part 4 - Mezzanine Creditors .........................................   31
Part 5 - Principal Companies .........................................   32
SCHEDULE 2 ...........................................................   33
Creditor Accession Deed ..............................................   33

<PAGE>

THIS DEED is made on 20 April 2001

BETWEEN:-

(1)      NOBIA AB (a company incorporated in Sweden with registered number
         556628-2752) (the "Parent");

(2)      THE COMPANIES listed in part 1 of schedule 1 (the "Original
         Borrowers");

(3)      THE COMPANIES listed in part 2 of schedule 1 (the "Original
         Guarantors");

(4)      THE FINANCIAL INSTITUTIONS listed in part 3 of schedule 1 (the "Senior
         Lenders");

(5)      THE FINANCIAL INSTITUTIONS listed in part 4 of schedule 1 (the
         "Mezzanine Lenders");

(6)      ENODIS PLC (a company incorporated in England with registered number
         109849) (the "Original Subordinated Lender");

(7)      SVENSKA HANDELSBANKEN AB (publ) as agent for the Senior Lenders in its
         capacity as Facility Agent (the "Facility Agent");

(8)      INTERMEDIATE CAPITAL GROUP PLC as agent for the Mezzanine Lenders in
         its capacity as Mezzanine Facility Agent (the "Mezzanine Facility
         Agent"); and

(9)      SVENSKA HANDELSBANKEN AB (publ) as security agent for itself the Senior
         Lenders and the Mezzanine Lenders in its capacity as Security Agent
         (the "Security Agent").

THE PARTIES TO THIS AGREEMENT AGREE as follows:-

1.       INTERPRETATION

1.1      Definitions

         In this deed:-

         "Acquisition Documents" means the agreement for the acquisition of
         (inter alia) Magnet Ltd by Newco from the Vendor, the agreement for
         the on-lending of the Vendor Loan in accordance with its terms by the
         Guarantor to the Borrower, the agreement for the lending of (inter
         alia) the Vendor Loan by the Borrower to Newco for that purpose
         pursuant to clause 2.1(A) of the Senior Credit Agreement and any and
         all documents executed pursuant to any one or more of these documents;

         "Additional Liabilities" in relation to any obligation or liability
         means any refinancing (in respect of the Senior Debt within the
         parameters set out in clause 4.2 (Limits on priority of Senior Debt)
         and in respect of the Mezzanine Debt within the parameters set out in
         clause 5.13 (Limits on Priority of Mezzanine Debt)), novation (not
         being a transfer permitted by the Finance Documents), refunding,
         deferral or extension of those liabilities;

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

         "Agents" means the Facility Agent, the Mezzanine Facility Agent and
         the Security Agent;

                                       -1-

<PAGE>

          "Beneficiary" means a Finance Party in its capacity as a beneficiary
          of security held on its behalf by the Security Agent;

          "Contingent Liability" means the actual and/or contingent liability of
          a Senior Lender under Credit Facility C at any time;

          "Creditors" means each Finance Party and each Subordinated Lender;

          "Creditor Accession Deed" means a deed substantially in the form set
          out in schedule 2 under which a Creditor becomes a party to this deed;

          "Debt" means the Senior Debt, the Mezzanine Debt and the Subordinated
          Debt;

          "Default" means a Senior Default or a Mezzanine Default;

          "Default Notice" has the meaning given to it in clause 15.1
          (Defaults);

          "Default Rate" means:-

          (a)       until (and including) the Senior Discharge Date, the rate at
                    which default interest is payable under clause 4.5
                    (Interest) of the Senior Credit Agreement; and

          (b)       after the Senior Discharge Date, the rate at which default
                    interest is payable under clause 3.4 (Interest) of the
                    Mezzanine Credit Agreement;

          "Deferred Mezzanine Debt" has the meaning given to it in clause 5.13
          (Limits on Priority of Mezzanine Debt);

          "Deferred Senior Debt" has the meaning given to it in clause 4.2
          (Limits on priority of Senior Debt);

          "Deferred Subordinated Debt" has the meaning given to it in clause
          6.11 (Limits on Priority of Subordinated Debt);

          "Enforcement Action" means:-

          (a)       in relation to any Debt, any action whatsoever to:-

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

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

                    (iii)     exercise or enforce any security right against
                              sureties or any other rights under any other
                              document or agreement in relation to (or given in
                              support of) all or any part of the Debt (including
                              under the Security Documents); or

                    (iv)      petition for (or take any other steps which may
                              lead to) an Insolvency Event in relation to any
                              Group Company; or

                    (v)       commence legal proceedings against any Obligor;

                                       -2-

<PAGE>

          "Enforcement Date" means the date on which the Facility Agent or the
          Security Agent first takes Enforcement Action;

          "Final Discharge Date" means the first date on which both the Senior
          Discharge Date and the Mezzanine Discharge Date have occurred;

          "Finance Documents" means the Senior Finance Documents and the
          Mezzanine Finance Documents;

          "Finance Parties" means the Senior Finance Parties and the Mezzanine
          Finance Parties;

          "Group Company" means a member of the Guarantor's Group and/or a
          member of the Borrower's Group (as the case may be);

          "Holding Company" means a holding company as defined in section 736 of
          the Companies Act 1985;

          "Insolvency Event" means a court making a winding up order or an order
          for the dissolution or liquidation of the relevant Group Company or a
          liquidator or administrator or equivalent (but not a receiver,
          manager, or equivalent appointed by the holder of a Encumbrance) is
          appointed to the relevant Group Company;

          "Majority Mezzanine Lenders" has the meaning given to it in the
          Mezzanine Credit Agreement;

          "Majority Senior Creditors" means, at any time, Senior Finance Parties
          whose Senior Commitments at that time aggregate more than 60 per cent.
          of the total Senior Commitments at that time;

          "Major Mezzanine Default" means a Mezzanine Default under:

          (a)       clause 10.1(b) of the Mezzanine Credit Agreement occurring
                    by reason of a breach of any of the covenants contained in
                    clauses 13.1(b), (d)(i) to (iv) and (vi) to (ix) and (e) of
                    the Mezzanine Credit Agreement;

          (b)       clause 10.1(c) of the Mezzanine Credit Agreement occurring
                    by reason of a breach of any of the representations and
                    warranties contained in clauses 12.1(b), (d), (e) and (f) of
                    the Mezzanine Credit Agreement (and for these purposes the
                    "Subject Documents" referred to in those clauses shall be
                    deemed to be a reference to the Mezzanine Finance Documents
                    and the Acquisition Documents only);

          (c)       clauses 10.1(d), (e), (f), (g), (h), (i), (j) and (k) of the
                    Mezzanine Credit Agreement;

          "Major Senior Default" means a Senior Default under:

          (a)       clause 11.1(c) of the Senior Credit Agreement occurring by
                    reason of a breach of any of the covenants contained in
                    clauses 14.1(b), (c), (d)(i) to (iv) and (vi) to (ix), (e),
                    (f), (g), (h), (i), (j) and (l) of the Senior Credit
                    Agreement;

          (b)       clause 11.1(d) of the Senior Credit Agreement occurring by
                    reason of a breach of any of the representations and
                    warranties contained in clauses 13.1(b), (d), (e), (f), (h)
                    and (j) of the Senior Credit Agreement;

          (c)       clauses 11.1(e), (f), (g), (h), (i), (j), (k) and (l) of the
                    Senior Credit Agreement;


                                       -3-

<PAGE>

          "Mezzanine Credit Agreement" means the loan agreement dated 30
          September 1996 as amended and restated pursuant to a restatement
          agreement to be dated prior to the first Drawdown Date between (1) the
          Parent, (2) the Mezzanine Lenders and (3) the Mezzanine Facility Agent
          under which the Mezzanine Lenders agreed to make available a loan
          facility of SEK150,000,000 to the Parent;

          "Mezzanine Debt" means all money and liabilities now or in the future
          due, owing or incurred to any Mezzanine Finance Party by any Obligor
          under any Mezzanine Finance Document in any currency, whether actual
          or contingent, whether incurred solely or jointly with any other
          person and whether as principal or surety, together with all accruing
          interest and all related losses and charges and any Additional
          Liabilities;

          "Mezzanine Declared Default" means a Mezzanine Default which has
          resulted in the Mezzanine Facility Agent exercising any of its rights
          under clause 10 (Default) of the Mezzanine Credit Agreement;

          "Mezzanine Default" means an Event of Default as defined in the
          Mezzanine Credit Agreement;

          "Mezzanine Discharge Date" means the date on which all Mezzanine Debt
          has been fully discharged and all commitments of the Mezzanine Finance
          Parties to the Obligors have come to an end in accordance with the
          Mezzanine Finance Documents;

          "Mezzanine Finance Documents" means the Mezzanine Credit Agreement,
          the Mezzanine Security Documents, this deed, the Warrant Instrument
          (as defined in the Mezzanine Credit Agreement), any warrants issued
          pursuant to the Warrant Instrument and any and all documents executed
          pursuant to any one or more of these documents;

          "Mezzanine Finance Parties" means Intermediate Capital Group Plc as
          Lead Manager and Arranger under the Mezzanine Credit Agreement, the
          Mezzanine Agent and each Mezzanine Lender;

          "Mezzanine Payment Default" means a failure by an Obligor to pay any
          sum (excluding fees, costs or expenses not exceeding (pound)5,000)
          under any Mezzanine Finance Document on its due date;

          "Mezzanine Security Documents" means the Security Documents as defined
          in the Mezzanine Credit Agreement and all other documents creating or
          evidencing a Encumbrance for the benefit of any Mezzanine Finance
          Party in respect of the obligations of any Obligor under any Mezzanine
          Finance Document;

          "New Money Commitments" means credit facilities (or other facilities
          under which credit exposures may arise) provided by any Senior Finance
          Party to a Group Company after the date of this deed in addition to
          those which the Senior Finance Parties are committed to provide under
          the Senior Finance Documents in force as at the date of this deed;

          "Obligors" means the Parent, each Borrower, each Guarantor and each
          other Group Company which has any obligation to any Finance Party
          under any Finance Document;

          "Other Mezzanine Default" means a Mezzanine Default under:


          (a)       clause 10.1(b) of the Mezzanine Credit Agreement occurring
                    by reason of a breach of any of the covenants contained in
                    clauses 13.1(a), (c), (d)(v) and (x), (k) and (l);

          (b)       clause 10.1(c) of the Mezzanine Credit Agreement occurring
                    by reason of a breach of any of the representations and
                    warranties in clauses 12.1(a), (c) and (g) to (j) of the
                    Mezzanine Credit Agreement (and for these purposes the
                    "Subject Documents" referred to in those clauses

                                       -4-

<PAGE>


                    shall be deemed to be a reference to the Mezzanine Finance
                    Documents and the Acquisition Documents only);

          "Outstandings" means, in relation to a Senior Lender at any time, the
          aggregate of that Senior Lender's participation in all Loans
          outstanding at that time (including interest on those Loans and all
          Contingent Liabilities and amounts due and payable (but unpaid) by an
          Obligor under Credit Facility C);

          "Principal Companies" means each of the companies listed in part 5 of
          schedule 1;

          "Priority Mezzanine Debt" means Mezzanine Debt (provided that the
          principal amount thereof does not exceed SEK150,000,000) other than
          Deferred Mezzanine Debt;

          "Priority Senior Debt" means Senior Debt (provided that the principal
          amount thereof does not exceed SEK2,500,000,000 together with any New
          Money Commitment not exceeding SEK150,000,000) other than Deferred
          Senior Debt;

          "Priority Subordinated Debt" means Subordinated Debt (provided that
          the principal amount thereof does not exceed (pound)20,000,000) other
          than Deferred Subordination Debt;

          "Recovery" means any monies received or recovered by a Senior Lender
          in any manner whatsoever in respect or on account of any Senior Debt
          after deducting:-

          (a)       all reasonable costs and expenses (if any) incurred by that
                    Senior Lender in effecting such recovery; and

          (b)       any sums required by law or court order to be paid to third
                    parties on account of claims preferred by law over claims of
                    the Senior Lenders;

          "Relevant Mezzanine Default" has the meaning given to it in clause
          5.5(d) (Permitted Enforcement Action);

          "Security Documents" means the Senior Security Documents and the
          Mezzanine Security Documents;

          "Senior Commitment" means in relation to a Senior Lender the aggregate
          of its Contributions under the Senior Credit Agreement;

          "Senior Credit Agreement" means the credit agreement dated on or about
          the date of this deed between (1) the Senior Lenders; (2) the Facility
          Agent; (3) Nobia Nordisk Bygginterior AB (as senior borrower and
          guarantor) and (4) the Parent (as guarantor) under which the Senior
          Lenders agreed to make available credit facilities of SEK
          2,500,000,000 to, inter alia, the Borrower (as defined therein);

          "Senior Debt" means all money and liabilities now or in the future
          due, owing or incurred to any Senior Finance Party by any Obligor
          under any Senior Finance Document in any currency, whether actual or
          contingent, whether incurred solely or jointly with any other person
          and whether as principal or surety, together with all accruing
          interest and all related losses and charges and any Additional
          Liabilities;

          "Senior Declared Default" means a Senior Default which has resulted in
          the Facility Agent exercising any of its rights under clause 11
          (Default) of the Senior Credit Agreement;

          "Senior Default" means an Event of Default as defined in the Senior
          Credit Agreement;


                                       -5-

<PAGE>


          "Senior Discharge Date" means the date on which all Senior Debt has
          been fully discharged and all commitments of the Senior Finance
          Parties to the Obligors have expired in accordance with the Senior
          Finance Documents;

          "Senior Finance Documents" means the Senior Credit Agreement, the
          Senior Security Documents, this deed and any and all documents
          executed pursuant to one or more of these documents;

          "Senior Finance Parties" means the Facility Agent and each Senior
          Lender;

          "Senior Payment Default" means a failure by an Obligor to pay any sum
          (excluding fees, costs or expenses not exceeding (pound)5,000) under
          any Senior Finance Document on its due date;

          "Senior Security Documents" means the Security Documents as defined in
          the Senior Credit Agreement and all other documents creating or
          evidencing an Encumbrance for the benefit of any Senior Finance Party
          in respect of the obligations of any Obligor under any Senior Finance
          Document;

          "Standstill Period" has the meaning given to it in clause 5.5(d)(ii)
          (Permitted Enforcement Action);

          "Subordinated Debt" means all money and liabilities now or in the
          future due, owing or incurred to any Subordinated Lender by any Group
          Company under any Subordinated Document in any currency, whether
          actual or contingent, whether incurred solely or jointly with any
          other person and whether as principal or surety, together with all
          accruing interest and all related costs, charges and expenses;

          "Subordinated Documents" means the Vendor Loan Agreement, this deed
          and any other document or agreement providing for the payment of any
          amount by any Group Company to a Subordinated Lender;

          "Subsidiary" means a subsidiary and a subsidiary undertaking as
          defined in sections 736 and 258 of the Companies Act 1985
          respectively;

          "Transferee" has the meaning given to it in clause 20.2(a)
          (Assignments and transfers by Creditors); or

          "Transferor" has the meaning given to it in clause 20.2(a)
          (Assignments and transfers by Creditors).

          "Vendor Loan Agreement" means the vendor loan agreement dated on or
          about the date of this deed by which the Original Subordinated Lender
          agrees that part of the consideration payable under the Acquisition
          Documents in the amount of (pound)20,000,000 can remain outstanding as
          a loan by the Original Subordinated Lender to the Parent.

1.2      Construction

          In this deed, unless a contrary intention appears:-

          (a)       a reference to any person is, where relevant, deemed to be a
                    reference to or to include, as appropriate, that person's
                    successors and permitted assignees or transferees;

          (b)       references to clauses and schedules are references to,
                    respectively, clauses of and schedules to this deed and
                    references to this deed include its schedules;

          (c)       a reference to (or to any specified provision of) any
                    agreement or document (including a Finance Document) is to
                    be construed as a reference to that agreement or document
                    (or that


                                       -6-

<PAGE>

                    provision) as it may be amended from time to time,
                    but excluding for this purpose any amendment which is
                    contrary to any provision of any Finance Document;

          (d)       a reference to a statute, statutory instrument or accounting
                    standard or any provision thereof is to be construed as a
                    reference to that statute, statutory instrument or
                    accounting standard or such provision thereof, as it may be
                    amended or re-enacted from time to time;

          (e)       a time of day is a reference to London time;

          (f)       the index to and the headings in this deed are inserted for
                    convenience only and are to be ignored in construing this
                    deed; and

          (g)       the terms of the documents under which the Senior Debt, the
                    Mezzanine Debt and the Subordinated Debt arises and of any
                    side letters between an Obligor and the Creditors (or any of
                    them) relating thereto are incorporated in this deed to the
                    extent required for any purported disposition of the Charged
                    Property contained in this deed to be a valid disposition
                    under section 2(1) of the Law of Property (Miscellaneous
                    Provisions) Act 1989;

          (h)       the parties intend that this document shall take effect as a
                    deed;

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

          (j)       words and expressions defined in the Senior Credit Agreement
                    shall have the same meanings when used in this deed until
                    (and including) the Senior Discharge Date, and, after the
                    Senior Discharge Date, words and expressions defined in the
                    Mezzanine Credit Agreement shall have the same meanings when
                    used in this deed.

1.3       Majority consents

          Any consent required to be given under this deed by the Facility Agent
          and/or the Mezzanine Facility Agent will only be given upon the
          instructions of the Majority Senior Creditors and/or the Majority
          Mezzanine Lenders (as the case may be) unless otherwise specified in
          any of the Finance Documents.

2.        RANKING OF DEBT

          The Debt will rank for all purposes and at all times in the following
          order:-

          (a)       first, the Priority Senior Debt;

          (b)       second, the Priority Mezzanine Debt;

          (c)       third, the Priority Subordinated Debt;

          (d)       fourth, the Deferred Senior Debt;

          (e)       fifth, the Deferred Mezzanine Debt; and

          (f)       sixth, the Deferred Subordinated Debt.

3.        COVENANT TO PAY BY OBLIGORS

          Subject to the provisions of this deed, each Obligor party to this
          deed covenants in favour of the Security Agent to pay the Senior Debt
          and the Mezzanine Debt to the Security Agent when the same


                                       -7-

<PAGE>


          falls due for payment provided that payment of the Senior Debt direct
          to the Facility Agent and the Mezzanine Debt direct to the Mezzanine
          Facility Agent (as the case may be) under the relevant Finance
          Documents will be a good discharge of this covenant.

4.        SENIOR DEBT

4.1       Amendments to Senior Finance Documents

          No Obligor party to this deed will and will procure that none of its
          Subsidiaries will nor any Senior Finance Party will, without the prior
          consent of the Mezzanine Facility Agent:-

          (a)       agree to or take any action which would increase the rate of
                    interest payable under any Senior Finance Document other
                    than as contemplated by the terms of the Senior Credit
                    Agreement as at the date of this deed (including under
                    clause 8 (Indemnity) and clause 9 (Payments and Currency
                    Option) of the Senior Credit Agreement;

          (b)       change the basis on which interest or other amounts
                    (including fees) are calculated under any Senior Finance
                    Document as at the date of this deed, other than as a result
                    of minor procedural or administrative changes arising in the
                    ordinary course of the administration of the Senior Debt;

          (c)       agree to or take any action which would make any principal
                    or interest or other amount payable under any Senior Finance
                    Document on a date earlier or more frequently than that
                    provided in the relevant Senior Finance Document at the date
                    of this deed, other than (i) as a result of procedural or
                    administrative changes arising in the ordinary course of the
                    administration of the Senior Debt or (ii) as a result of a
                    Senior Default;

          (d)       agree to or take any action to amend any Senior Finance
                    Document which would result in any Obligor being subject to
                    more onerous obligations (including financial covenants) as
                    a whole than those existing at the date of this deed or
                    which would conflict with any provision of this deed;

          (e)       agree to or take any action which would be a waiver or
                    release of any mandatory prepayment obligation under clauses
                    6.1 or 6.2 (Compulsory and Voluntary Repayment, Market
                    Disruption and Cancellation) of the Senior Credit Agreement;
                    or

          (f)       charge, assign or otherwise transfer rights and/or
                    obligations under any Senior Finance Document unless,
                    simultaneously with that charge, assignment or transfer, the
                    relevant transferee agrees to be bound by the provisions of
                    this deed by entering into a Creditor Accession Deed.

4.2       Limits on priority of Senior Debt

          (a)       The Senior Finance Parties may make available New Money
                    Commitments without the prior consent of the Mezzanine
                    Facility Agent or any other person provided that such New
                    Money Commitments are made available under the Senior Credit
                    Agreement by way of increasing the principal amount
                    thereunder.

          (b)       If and to the extent that:-

                    (i)       the total principal amount of the New Money
                              Commitments exceeds SEK150,000,000; and/or


                                       -8-

<PAGE>


                    (ii)      any principal amount of the New Money Commitments
                              has a scheduled repayment date later than the
                              sixth anniversary of the date of this deed;

                    then that excess and/or extended indebtedness will be
                    "Deferred Senior Debt" for the purpose of this deed.

5.        MEZZANINE DEBT

5.1       Prohibited payments, guarantees and security

          Subject to clause 5.2 (Permitted payments), until after the Senior
          Discharge Date:-

          (a)       no Obligor will, and each Obligor will procure that none of
                    its Subsidiaries will, make, and no Mezzanine Finance Party
                    will receive, any payment or distribution of any kind
                    whatsoever in respect or on account of the Mezzanine Debt;
                    and

          (b)       no Obligor will, and each Obligor will procure that none of
                    its Subsidiaries will, create or permit to subsist, and no
                    Mezzanine Finance Party will receive from any Group Company,
                    any Encumbrances over any asset of any Group Company or give
                    or permit to subsist any guarantee in respect of any part of
                    the Mezzanine Debt other than under the Security Documents
                    or the Mezzanine Credit Agreement,

          in each case, without the prior consent of the Facility Agent.

5.2       Permitted payments

          Subject to clause 5.3 (Suspension of permitted payments), the Obligors
          may pay interest on the principal amount of the Mezzanine Debt
          together with any other amounts (including legal fees and taxes but
          not including any element of principal) under the Mezzanine Finance
          Documents (as in force at the date of this deed subject to any
          amendments which are permitted by this deed).

5.3       Suspension of permitted payments

          No payment which would otherwise be permitted under clause 5.2
          (Permitted payments) may be made without the prior consent of the
          Facility Agent if a Major Senior Default has occurred and the
          Mezzanine Facility Agent has received a corresponding Default Notice
          from the Facility Agent until the earliest of:-

          (a)       the date on which the Mezzanine Facility Agent receives
                    notice from the Facility Agent that the relevant Major
                    Senior Default has been waived or remedied;

          (b)       the Senior Discharge Date; and

          (c)       subject to clause 5.8(b) the date on which a Mezzanine
                    Finance Party takes Enforcement Action permitted by clauses
                    5.5 (Permitted Enforcement Action).

5.4       Restrictions on Enforcement Action

          Subject to clause 5.5 (Permitted Enforcement Action), until after the
          Senior Discharge Date, no Mezzanine Finance Party may take Enforcement
          Action in relation to any Mezzanine Debt without the prior consent of
          the Facility Agent.

                                       -9-

<PAGE>

5.5       Permitted Enforcement Action

          The restriction in clause 5.4 (Restrictions on Enforcement Action)
          will not apply to the Mezzanine Finance Parties if:-

          (a)       an Insolvency Event has occurred in respect of:

                    (i)       the Parent; or

                    (ii)      any of the Principal Companies and the Mezzanine
                              Facility Agent has obtained a valuation and made
                              the determination in each case as contemplated by
                              and in accordance with clause 5.5(d)(iii),

                    and in each case for so long as it is continuing;

          (b)       the Senior Lenders or the Facility Agent demand payment of
                    or prematurely declare payable all or part of the Senior
                    Debt owed to them, except that in these circumstances the
                    Mezzanine Finance Parties may only exercise the rights set
                    out in paragraph (a)(i) of the definition of Enforcement
                    Action in clause 1.1 (Definitions);

          (c)       the Majority Senior Creditors have enforced or instructed
                    the Security Agent to enforce the security conferred by any
                    Security Document; or

          (d)       a Mezzanine Default (the "Relevant Mezzanine Default") has
                    occurred (otherwise than under clause 10.1(h) (Default) of
                    the Mezzanine Credit Agreement by reason of a Senior
                    Default) and:-

                    (i)       the Facility Agent has received a corresponding
                              Default Notice from the Mezzanine Facility Agent;

                    (ii)      a period of not less than:

                              (A)       60 days in the case of a Mezzanine
                                        Payment Default;

                              (B)       90 days in the case of any Mezzanine
                                        Default under clause 10.1(b) of the
                                        Mezzanine Credit Agreement occurring by
                                        reason of a breach of the financial
                                        covenants contained in clauses 13.1(f)
                                        to (j) of the Mezzanine Credit Agreement
                                        unless the continuing payment of
                                        interest under clause 3 of the Mezzanine
                                        Credit Agreement has been approved by
                                        the Senior Lenders by notice in writing
                                        from the Facility Agent to the Mezzanine
                                        Facility Agent;

                              (C)       90 days in the case of any Major
                                        Mezzanine Default; or

                              (D)       120 days in the case of any Other
                                        Mezzanine Default,

                              has passed from the date of receipt by the
                              Facility Agent of the relevant Default Notice (a
                              "Standstill Period");

                    (iii)     the Mezzanine Facility Agent:

                              (A)       has obtained from an independent
                                        investment bank and/or firm of
                                        accountants, in each case of
                                        international standing, a valuation of
                                        the Guarantor's Group;


                                       -10-

<PAGE>

                              (B)       provided a copy of that valuation to the
                                        Facility Agent; and

                              (C)       on the basis of that valuation
                                        determines (acting reasonably) having
                                        consulted with the Facility Agent (also
                                        acting reasonably) that the value of the
                                        Guarantor's Group if sold or otherwise
                                        disposed of at that time at the value
                                        shown in the valuation would be
                                        sufficient to repay the Senior Debt in
                                        full and to repay in whole or in part
                                        the Mezzanine Debt; and

                    (iv)      at the end of the relevant Standstill Period, the
                              Relevant Mezzanine Default is continuing and has
                              not been waived by the Majority Mezzanine Lenders.

5.6       Subsequent Mezzanine Defaults

          The Mezzanine Finance Parties will have the right to take Enforcement
          Action under clause 5.5 (Permitted Enforcement Action) in relation to
          a Relevant Mezzanine Default notwithstanding that, at the time
          referred to in clause 5.5(d)(ii) (Permitted Enforcement Action) or at
          any later time, another Standstill Period has commenced as a result of
          a further Mezzanine Default.

5.7       Financial covenant defaults

          For the purposes of clause 5.5(d)(ii) (Permitted Enforcement Action),
          if the Relevant Mezzanine Default arose as a result of a breach of the
          financial covenants contained in clauses 13.1(f) to (j) of the
          Mezzanine Credit Agreement, it will be deemed remedied if the Parent
          has re-established compliance with all the provisions of clauses
          13.1(f) to (j) as if the date (being the date on which compliance with
          such financial covenants was tested in accordance with the Mezzanine
          Credit Agreement) at which the covenant was in fact breached was
          deemed postponed to fall immediately prior to the point in time the
          Mezzanine Finance Parties (or any of them) propose to take Enforcement
          Action. For the avoidance of doubt, nothing in this clause 5.7 will
          prevent the Mezzanine Finance Parties from implementing the provisions
          of clause 5.5 (Permitted Enforcement Action) in respect of subsequent
          breaches of clauses 13.1(f) to (j) occurring after such full
          compliance has been re-established.

5.8       Turnover

          If at any time on or before the Senior Discharge Date:-

          (a)       any Mezzanine Finance Party receives or recovers a payment
                    or distribution of any kind whatsoever in respect or on
                    account of any Mezzanine Debt which is not permitted by
                    clause 5.2 (Permitted payments);

          (b)       any Mezzanine Finance Party receives or recovers proceeds
                    pursuant to any Enforcement Action;

          (c)       any Group Company makes any payment or distribution of any
                    kind whatsoever in relation to the purchase or other
                    acquisition of any Mezzanine Debt; or

          (d)       any Mezzanine Debt is discharged by set-off, combination of
                    accounts or otherwise,

          the recipient or beneficiary of that payment, distribution, set-off or
          combination will promptly pay all amounts and distributions received
          to the Security Agent for application under clause 10.1 (Application)
          after deducting the costs, liabilities and expenses (if any)
          reasonably incurred in recovering or receiving that payment or
          distribution and, pending that payment, will hold those amounts and
          distributions on trust for the Security Agent.

                                       -11-

<PAGE>

5.9       No reduction or discharge

          As between the Obligors and the Mezzanine Finance Parties, the
          Mezzanine Debt will be deemed not to have been reduced or discharged
          to the extent of any payment or distribution to the Security Agent
          under clause 5.8 (Turnover).

5.10      Indemnity

          The Obligors party to this deed will fully indemnify each Mezzanine
          Finance Party upon demand for the amount of any payment or
          distribution to the Security Agent under clause 5.8 (Turnover).

5.11      Subrogation of Mezzanine Lenders

          (a)       If the Senior Debt is wholly or partially paid out of any
                    proceeds received in respect or on account of the Mezzanine
                    Debt owing to one or more of the Mezzanine Finance Parties,
                    those Mezzanine Finance Parties will to that extent be
                    subrogated to the rights of the Senior Lenders in respect of
                    the Senior Debt so paid, including all Encumbrances and
                    guarantees for that Senior Debt, but the Mezzanine Finance
                    Parties may not exercise those subrogation rights on or
                    before the Senior Discharge Date without the prior written
                    consent of the Facility Agent.

          (b)       Each Senior Finance Party will give such assistance to the
                    Mezzanine Finance Parties as the Mezzanine Facility Agent
                    and/or the Security Agent may reasonably require in
                    exercising those rights of subrogation (to the extent
                    possible under applicable law), provided that each such
                    Senior Finance Party is indemnified on demand to its
                    reasonable satisfaction by the Mezzanine Finance Parties
                    against any costs, expenses and liabilities that it incurs
                    in relation to giving that assistance.

5.12      Amendments to Mezzanine Finance Documents

          Until after the Senior Discharge Date, no Obligor and each Obligor
          will procure that none of its Subsidiaries will nor any Mezzanine
          Finance Party will, without the prior written consent of the Facility
          Agent:-

          (a)       agree to or take any action which would increase the rate of
                    interest payable under any Mezzanine Finance Document or
                    otherwise increase the cost to the Obligors of the Mezzanine
                    Debt other than as contemplated by the terms of the
                    Mezzanine Credit Agreement as at the date of this deed
                    (including under clauses 7 (Indemnity) and 8 (Payments) of
                    the Mezzanine Credit Agreement);

          (b)       change the basis on which interest or other amount
                    (including fees) is calculated under any Mezzanine Finance
                    Document, other than as a result of minor procedural or
                    administrative changes arising in the ordinary course of the
                    administration of the Mezzanine Debt;

          (c)       agree to or take any action which would make any principal
                    or interest or other amount payable under any Mezzanine
                    Finance Document on a date earlier or more frequently than
                    that provided in the relevant Mezzanine Finance Document at
                    the date of this deed, other than (i) as a result of minor
                    procedural or administrative changes arising in the ordinary
                    course of the administration of the Mezzanine Debt, or (ii)
                    Enforcement Action permitted in accordance with clause 5.5
                    (Permitted Enforcement Action);

          (d)       agree to or take any action to amend any Mezzanine Finance
                    Document which would result in any Obligor being subject to
                    more onerous obligations (including financial covenants) as
                    a

                                       -12-

<PAGE>


                    whole than those existing at the date of this deed or which
                    would conflict with any provision of this deed; or

          (e)       charge, assign or otherwise transfer rights and/or
                    obligations under any Mezzanine Finance Document, unless
                    simultaneously with that charge, assignment or transfer the
                    relevant transferee agrees to be bound by the provisions of
                    this deed by entering into a Creditor Accession Deed.

5.13      Limits on Priority of Mezzanine Debt:

          If and to the extent that:

          (a)       the total principal amount of the Mezzanine Debt exceeds
                    SEK150,000,000;

          (b)       any principal amount of the Mezzanine Debt has a scheduled
                    repayment date later than the Final Maturity Date (as
                    defined in the Vendor Loan Agreement as at the date of this
                    deed),

          then that excess and/or extended indebtedness will be the "Deferred
          Mezzanine Debt" for the purpose of this deed.

6.        SUBORDINATED DEBT

6.1       Prohibited payments, guarantees and security

          Subject to clause 6.2 (Permitted payments), until after the Final
          Discharge Date:-

          (a)       no Obligor will, and each Obligor will procure that none of
                    its Subsidiaries will, make, and no Subordinated Lender will
                    receive, any payment or distribution of any kind whatsoever
                    in respect or on account of the Subordinated Debt; and

          (b)       no Obligor will, and each Obligor will procure that none of
                    its Subsidiaries will, create or permit to subsist, and no
                    Subordinated Lender will receive from any Group Company, any
                    Encumbrance over any asset of any Group Company or give or
                    permit to subsist any guarantee in respect of any part of
                    the Subordinated Debt,

          in each case, without the prior consent of the Mezzanine Facility
          Agent and (if on or before the Senior Discharge Date) the Facility
          Agent.

6.2       Permitted payments

          Subject to clause 6.3 (Suspension of permitted payments), the Obligors
          may pay interest on the principal amount of the Subordinated Debt.

6.3       Suspension of permitted payments

          No payment which would otherwise be permitted under clause 6.2
          (Permitted payments) may be made without the prior consent of the
          Mezzanine Facility Agent and (if on or before the Senior Discharge
          Date) the Facility Agent, if a Major Senior Default, a Major Mezzanine
          Default, an Other Mezzanine Default but only in relation to any of
          clauses 12.1(h) and (j) and 13.1(c) and (l) and/or a Mezzanine Default
          in relation to any of clauses 13.1(f), (g), (h), (i) and (j) of the
          Mezzanine Credit Agreement has occurred until the earliest of:

                                       -13-

<PAGE>

          (a)       the date on which the Subordinated Lenders receive notice
                    from each of the Facility Agent and the Mezzanine Facility
                    Agent that:

                    (i)       the relevant Default has been waived or remedied;
                              and

                    (ii)      the Parent has demonstrated at any time thereafter
                              to the satisfaction of the Agents (acting
                              reasonably) that:

                              (A)       if the relevant Default(s) arose as a
                                        result of a breach of the financial
                                        covenants contained in clauses 14.1(f)
                                        to (j) of the Senior Credit Agreement
                                        and/or clauses 13.1(f) to (j) of the
                                        Mezzanine Credit Agreement, it has
                                        re-established compliance with all the
                                        provisions of clause 14.1(f) to (j) of
                                        the Senior Credit Agreement and/or
                                        clause 13.1(f) to (j) of the Mezzanine
                                        Credit Agreement (as the case may be);

                              (B)       all the provisions of clauses 14.1(f) to
                                        (i) of the Senior Credit Agreement and
                                        clauses 13.1(f) to (i) of the Mezzanine
                                        Credit Agreement will be complied with,
                                        in the case of clauses 14.1(f), (g) and
                                        (i) of the Senior Credit Agreement and
                                        clauses 13.1(f), (g) and (i) of the
                                        Mezzanine Credit Agreement for the then
                                        current financial year and in the case
                                        of clause 14.1(h) of the Senior Credit
                                        Agreement and clause 13.1(h) of the
                                        Mezzanine Credit Agreement for the then
                                        current quarter and each subsequent
                                        quarter remaining in that financial
                                        year;

                              (C)       in the event that there is any dispute
                                        between either of the Agents and the
                                        Parent as to whether the clauses
                                        referred to in paragraphs (A) and (B)
                                        above have been or will be complied with
                                        as referred to in those paragraphs, such
                                        dispute shall be referred to the
                                        Parent's auditors and the parties to
                                        this agreement agree that any
                                        determination of the Parent's auditors
                                        as to such compliance will be conclusive
                                        and binding on such parties except in
                                        the case of manifest error;

          (b)       the Final Discharge Date.

6.4       Restrictions on Enforcement Action

          Subject to clause 6.5 (Permitted Enforcement Action), until after the
          Final Discharge Date, no Subordinated Lender may take Enforcement
          Action in relation to any Subordinated Debt without the prior consent
          of the Mezzanine Facility Agent and (if on or before the Senior
          Discharge Date) the Facility Agent.

6.5       Permitted Enforcement Action

          The restriction in clause 6.4 (Restrictions on Enforcement Action)
          will not apply to the Subordinated Lenders if:

          (a)       no Default is continuing which has not been waived or
                    remedied; and

          (b)       the Parent has failed to pay interest in respect of the
                    Subordinated Debt in accordance with clause 6 of the Vendor
                    Loan Agreement,

          except that in these circumstances the Subordinated Lenders may only:

                                       -14-

<PAGE>

                    (i)       demand, claim and commence legal proceedings
                              against the Parent in respect of the amount of
                              such interest; and

                    (ii)      file claims and proofs upon the occurrence of an
                              Insolvency Event in relation to the Parent;

6.6       Turnover

          If at any time on or before the Final Discharge Date:-

          (a)       any Subordinated Lender receives or recovers a payment or
                    distribution of any kind whatsoever in respect or on account
                    of any Subordinated Debt which is not permitted by clause
                    6.2 (Permitted payments);

          (b)       any Subordinated Lender receives or recovers proceeds
                    pursuant to any Enforcement Action;

          (c)       any Group Company makes any payment or distribution of any
                    kind whatsoever in respect or on account of the purchase or
                    other acquisition of any Subordinated Debt; or

          (d)       any Subordinated Debt is discharged by set-off, combination
                    of accounts or otherwise,

          the recipient or beneficiary of that payment, distribution, set-off or
          combination will promptly pay all amounts and distributions received
          to the Security Agent for application under clause 10.1 (Application)
          after deducting the costs, liabilities and expenses (if any)
          reasonably incurred in recovering or receiving that payment or
          distribution and, pending that payment, will hold those amounts and
          distributions on trust for the Security Agent.

6.7       No reduction or discharge

          As between the Obligors and the Subordinated Lender, the Subordinated
          Debt will be deemed not to have been reduced or discharged to the
          extent of any payment or distribution to the Security Agent under
          clause 6.6 (Turnover).

6.8       Indemnity

          The Obligors party to this deed will fully indemnify each Subordinated
          Lender upon demand for the amount of any payment or distribution to
          the Security Agent under clause 6.6 (Turnover).

6.9       No subrogation of Subordinated Lenders

          The Subordinated Lenders will not in any circumstances be subrogated
          to any right of the Senior Lenders or the Mezzanine Lenders or any
          Encumbrance or guarantee arising under the Finance Documents.

6.10      Amendments to Subordinated Documents

          No Obligor and each Obligor will procure that its Subsidiaries will
          not nor any Subordinated Lender will, on or before the Final Discharge
          Date, without the prior written consent of the Mezzanine Facility
          Agent and (if on or before the Senior Discharge Date) the Facility
          Agent:-

          (a)       agree to or take any action which would make any principal,
                    interest, distribution or other sum payable under any
                    Subordinated Document on a date earlier or more frequently
                    than that provided in the relevant Subordinated Document at
                    the date of this deed;

                                       -15-

<PAGE>


          (b)       agree to or take any action to amend any Subordinated
                    Document which would result in any Obligor being subject to
                    more onerous obligations (including financial covenants) as
                    a whole than those existing at the date of this deed or
                    which would conflict with any provision of this deed; or

          (c)       charge, assign or otherwise transfer rights and/or
                    obligations under any Subordinated Document, unless
                    simultaneously with that charge, assignment or transfer the
                    relevant transferee agrees to be bound by the provisions of
                    this deed by entering into a Creditor Accession Deed;

6.11      Limits on Priority of Subordinated Debt:

          If and to the extent that:

          (a)       the total principal amount of the Subordinated Debt
                    exceeds(pound)20,000,000;

          (b)       any principal amount of the Subordinated Debt has a
                    scheduled repayment date later than the Final Maturity Date
                    (as defined in the Vendor Loan Agreement as at the date of
                    this deed),

          then that excess and/or extended indebtedness will be "Deferred
          Subordinated Debt" for the purposes of this deed.

7.        PRIORITY OF SECURITY

7.1       Senior Debt and Mezzanine Debt

          All security conferred on the Finance Parties by the relevant Security
          Documents will for all purposes and at all times:-

          (a)       secure the Senior Debt in priority to the Mezzanine Debt;
                    and

          (b)       rank as security for the Senior Debt in priority to the
                    security for the Mezzanine Debt, regardless of the date or
                    order of registration or execution of the relevant Security
                    Document.

8.        ENFORCEMENT OF SECURITY

8.1       Enforcement on or before Senior Discharge Date

          Until after the Senior Discharge Date, the Security Agent shall act in
          relation to the Security Documents in accordance with the instructions
          of the Majority Senior Creditors which shall override any conflicting
          instructions given by or on behalf of the Majority Mezzanine Lenders,
          provided that where, under clause 5.5 (Permitted Enforcement Action)
          the Mezzanine Finance Parties are permitted to take Enforcement Action
          and the Senior Finance Parties have taken no Enforcement Action in
          relation to the Security Documents, the Security Agent shall act in
          accordance with the instructions of the Majority Mezzanine Lenders in
          relation to the relevant Security Documents.

8.2       Enforcement after Senior Discharge Date

          After the Senior Discharge Date but until after the Mezzanine
          Discharge Date, the Security Agent shall act in accordance with the
          instructions of the Majority Mezzanine Lenders in relation to the
          Security Documents.

                                       -16-

<PAGE>


8.3       Exemption

          No Senior Finance Parties shall be responsible to the Mezzanine
          Finance Parties or the Subordinated Lenders, and no Mezzanine Finance
          Party shall be responsible to the Subordinated Lenders (as the case
          may be), for any instructions given or not given to the Security Agent
          in relation to the Security Documents, provided in each case they act
          in good faith.

8.4       Authority of Security Agent

          (a)       If in connection with any Enforcement Action:-

                    (i)       the Security Agent sells or otherwise disposes of
                              (or proposes to sell or otherwise dispose of) any
                              asset under any Security Document; or

                    (ii)      a Group Company sells or otherwise disposes of (or
                              proposes to sell or otherwise dispose of) any
                              asset at the request of the Security Agent,

                    the Security Agent is hereby authorised by each Creditor:-

                              (A)       to release in any manner whatsoever any
                                        Encumbrance created by the Security
                                        Documents over the relevant asset; and

                              (B)       (if the relevant asset comprises all of
                                        the shares in the capital of a Group
                                        Company) to release in any manner
                                        whatsoever that Group Company from all
                                        past, present and future liabilities
                                        (both actual and contingent) and/or the
                                        obligations in its capacity as a
                                        guarantor or borrower of the whole or
                                        any part of the Debt and to release any
                                        Encumbrance granted by that Group
                                        Company over any asset under any
                                        Security Document.

          (b)       Each Creditor hereby undertakes in favour of the Security
                    Agent to execute any releases or other documents and take
                    any action which the Security Agent may reasonably require
                    in order to give effect to the provisions of clause 8.4(a).

          (c)       The release of any Group Company as contemplated in clause
                    8.4(a) will not affect or otherwise reduce the obligations
                    and/or liabilities of any other Group Company to the
                    Creditors.

9.        SUBORDINATION ON INSOLVENCY

9.1       Subordination

          Upon the occurrence of an Insolvency Event in relation to an Obligor,
          the claims against that Obligor:-

          (a)       in respect of Priority Mezzanine Debt will be subordinate in
                    right of payment to the claims against that Obligor in
                    respect of Priority Senior Debt;

          (b)       in respect of Priority Subordinated Debt will be subordinate
                    in right of payment to the claims against that Obligor in
                    respect of Priority Senior Debt and Priority Mezzanine Debt;

          (c)       in respect of Deferred Senior Debt will be subordinate in
                    right of payment to the claims against that Obligor in
                    respect of Priority Senior Debt, Priority Mezzanine Debt and
                    Priority Subordinated Debt;

                                       -17-

<PAGE>


          (d)       in respect of Deferred Mezzanine Debt will be subordinate in
                    right of payment to the claims against that Obligor in
                    respect of Priority Senior Debt, Priority Subordinated Debt,
                    and Deferred Senior Debt;

          (e)       in respect of Deferred Subordinated Debt will be subordinate
                    in right of payment to the claims against that Obligor in
                    respect of Priority Senior Debt, Priority Mezzanine Debt,
                    Priority Subordinated Debt, Deferred Senior Debt and
                    Deferred Mezzanine Debt.

          Nothing in this Deed shall be interpreted to the effect that the Debt
          (or any part thereof) shall rank after such other unsecured debt as an
          Obligor may have from time to time

9.2       Distributions

          Upon the occurrence of an Insolvency Event in relation to an Obligor,
          the trustee in bankruptcy, liquidator, assignee or other person
          distributing the assets of that Obligor or their proceeds shall be
          directed by the Mezzanine Finance Parties and the Subordinated Lenders
          to pay distributions of any kind in relation to the Mezzanine Debt and
          the Subordinated Debt respectively direct to the Security Agent until
          the Senior Debt and the Mezzanine Debt are paid in full.

10.       APPLICATION OF RECOVERIES

10.1      Application

          All proceeds of enforcement of the security conferred by the Security
          Documents, all recoveries by the Security Agent under guarantees of
          the Debt and all amounts paid to the Security Agent under this deed
          (whether under the turnover provisions or otherwise) shall be applied
          in the following order:-

          (a)       first, in payment of unpaid fees, costs and expenses
                    (including interest on them recoverable under the Security
                    Documents) incurred by or on behalf of the Security Agent
                    (and any receiver, adviser or agent appointed by it) and the
                    remuneration of the Security Agent and its advisers and
                    agents under the Security Documents;

          (b)       second, in payment of unpaid costs and expenses incurred by
                    or on behalf of the Senior Finance Parties in connection
                    with enforcement of the Security Documents;

          (c)       third, in payment to the Facility Agent for application
                    towards unpaid and outstanding Priority Senior Debt
                    (including amounts due to the Facility Agent);

          (d)       fourth, in payment of unpaid costs and expenses incurred by
                    or on behalf of the Mezzanine Finance Parties in connection
                    with enforcement of the Mezzanine Security Documents;

          (e)       fifth, in payment to the Mezzanine Facility Agent for
                    application towards unpaid and outstanding Priority
                    Mezzanine Debt (including amounts due to the Mezzanine
                    Facility Agent);

          (f)       sixth, in payment to the Subordinated Lenders for
                    application towards unpaid and outstanding Priority
                    Subordinated Debt;

          (g)       seventh, in payment to the Facility Agent for application
                    towards outstanding Deferred Senior Debt; and

          (h)       eighth, in payment to the Mezzanine Facility Agent for
                    application towards outstanding Deferred Mezzanine Debt;

                                       -18-

<PAGE>

          (i)       ninth, in payment to the Subordinated Lenders for
                    application towards outstanding Deferred Subordinated Debt;

          (j)       tenth, in payment of the surplus (if any) to the relevant
                    Obligors or other person entitled to it,

          and pending that application shall be held on trust by the Security
          Agent for the beneficiaries entitled to it.

10.2      Appropriations

          Each Senior Finance Party (until after the Senior Discharge Date) and
          each Mezzanine Finance Party (until after the Mezzanine Discharge
          Date) may (subject in each case to the provisions of this deed and the
          other Finance Documents):-

          (a)       apply any moneys received under this deed to any item of
                    account or liability in respect of the Senior Debt and the
                    Mezzanine Debt (as the case may be) in any order or manner
                    which it may determine; and

          (b)       hold any moneys received under this deed in a suspense
                    account (bearing interest at a market rate usual for
                    accounts of that type) unless and until those moneys are
                    sufficient in aggregate in order to bring about the Senior
                    Discharge Date or the Mezzanine Discharge Date (as the case
                    may be).

11.       PROTECTION OF SUBORDINATION

11.1      Continuing subordination

          The subordination provisions in this deed constitute a continuing
          subordination and benefit to the ultimate balance of the Senior Debt
          and the Mezzanine Debt respectively regardless of any intermediate
          payment or discharge of the Senior Debt or the Mezzanine Debt (as the
          case may be) in whole or in part.

11.2      Waiver of defence

          The subordination and priority provisions in this deed will not be
          affected by any act, omission or circumstance which (but for this
          provision) may operate to release or otherwise exonerate the Mezzanine
          Finance Parties, the Subordinated Lenders, and/or the Obligors from
          their obligations under this deed or otherwise affect those
          subordination and priority provisions, including:-

          (a)       any time or indulgence granted to or composition with any
                    Obligor or any other person;

          (b)       the taking, amendment, compromise, renewal or release of or
                    refusal to enforce any rights, remedies or securities
                    against or granted by any Obligor or other Group Company or
                    any other person;

          (c)       any legal limitation, disability, incapacity or other
                    circumstance relating to any Obligor or any other person or
                    any amendment to the terms of this deed or any other
                    document or security (including the Finance Documents and
                    the Subordinated Documents); or

          (d)       any fluctuation in or partial repayment or prepayment of the
                    Senior Debt or the Mezzanine Debt.

                                       -19-

<PAGE>

12.       STATUS OF OBLIGORS

12.1      Obligors' role

          Each Obligor, and Subordinated Lender is party to this deed in order
          to acknowledge the priorities, rights and obligations set out in this
          deed and undertakes not to take or agree to take any action which may
          in any way prejudice or affect the enforcement of the provisions of
          this deed or do anything which would be inconsistent with any
          provision of this deed.

12.2      No rights

          No Obligor, or (other than as expressly set out in this agreement)
          Subordinated Lender shall have any rights under this deed and none of
          the undertakings in this deed on the part of the Senior Finance
          Parties or the Mezzanine Finance Parties are given (or deemed to be
          given) to or for the benefit of any Obligor, or Subordinated Lender.

13.       CONSENTS AND WAIVERS UNDER FINANCE DOCUMENTS

13.1      Senior consents

          If a Senior Finance Party or the Majority Senior Creditors (as the
          case may be) give a consent or waive a right under or in relation to
          any Senior Finance Document in circumstances where the relevant
          Obligor is required to obtain a corresponding consent or waiver under
          or in relation to the provisions of any Subordinated Document, that
          consent or waiver, if given under the relevant Senior Finance
          Document, shall automatically operate as a consent or waiver (as the
          case may be) given under the relevant Subordinated Document.

13.2      Mezzanine consents

          If a Mezzanine Finance Party or the Majority Mezzanine Lenders (as the
          case may be) give a consent or waive a right under or in relation to
          any Mezzanine Finance Document in circumstances where the relevant
          Obligor is required to obtain a corresponding consent or waiver under
          or in relation to the provisions of any Subordinated Document, that
          consent or waiver, if given under the relevant Mezzanine Finance
          Document, shall automatically operate as a consent or waiver (as the
          case may be) given under the relevant Subordinated Document.

14.       REPRESENTATIONS AND WARRANTIES

          Each party to this deed represents and warrants to and for the benefit
          of each of the other parties to this deed that it:-

          (a)       is duly established and (if a company) duly incorporated and
                    validly existing with limited liability under the laws of
                    the place of its incorporation and has the power to own its
                    assets and carry on its business;

          (b)       has the power and capacity to enter into and comply with its
                    obligations under this deed; and

          (c)       has taken all necessary action:-

                    (i)       to authorise the entry into and compliance with
                              its obligations under this deed;

                    (ii)      to ensure that its obligations under this deed are
                              valid, legally binding and enforceable in
                              accordance with their terms; and

                                       -20-

<PAGE>


                    (iii)     to make this deed admissible in evidence in the
                              courts of England.

15.       INFORMATION AND CO-OPERATION

15.1      Defaults

          Upon the Facility Agent or the Mezzanine Facility Agent becoming aware
          of the occurrence of a Default, that Agent will promptly notify the
          other Agent in writing of that Default (a "Default Notice") and will
          promptly notify the Vendor (but excluding for this purpose any
          Transferee of the Vendor) in writing of that Default;

15.2      Waiver of Defaults

          Upon the waiver or remedy of a Default in accordance with the Finance
          Documents, the Facility Agent or the Mezzanine Facility Agent (as the
          case may be) will promptly notify the other Agent, and the Vendor (but
          excluding for this purpose any Transferee of the Vendor) in writing of
          that waiver or remedy.

15.3      Other Information

          The Parent (on behalf of itself and each other Group Company)
          authorises each Creditor to disclose to each other Creditor all
          information relating to it or the Guarantor's Group and/or the
          Borrower's Group in each case as a whole coming into the possession of
          that Creditor in connection with any Finance Document or Subordinated
          Document (including the respective amounts of Debt outstanding from
          time to time).

15.4      Co-operation

          Each party to this deed undertakes to use all reasonable endeavours to
          ensure that any and all Encumbrances now or in the future held or
          obtained from any Group Company in relation to the Senior Debt or the
          Mezzanine Debt shall be constituted by the relevant Security
          Documents.

15.5      Consultation

          The Agents shall, so far as practicable in the circumstances, consult
          with each other:-

          (a)       before taking any formal steps to exercise any remedy
                    against any Group Company or take other Enforcement Action;
                    and

          (b)       generally with regard to significant matters affecting the
                    rights of the parties as regulated by this deed, but nothing
                    in this clause 15.5 or elsewhere in this deed will
                    invalidate or otherwise affect any action or step taken
                    without any such consultation,

          provided that if either Agent fails to consult with the other Agent no
          party to this deed shall have any recourse whatsoever to such Agent as
          a result of such failure whether by the commencement of legal
          proceedings or otherwise.

15.6      Ranking overseas

          Each party to this deed undertakes to use all reasonable endeavours to
          ensure that the provisions of this deed as to the relative ranking of
          priorities and subordination as between the Creditors shall be given
          effect to in all relevant jurisdictions.

                                       -21-

<PAGE>

15.7      Notification of breach

          Each party to this deed will notify each Agent and the Subordinated
          Lenders of any breach of the provisions of this deed promptly upon
          that party becoming aware of that breach.

16.       ATTORNEY

16.1      Facility Agent

          Each Mezzanine Finance Party, and each Subordinated Lender irrevocably
          and by way of security appoints the Facility Agent as its attorney
          (with full power of substitution and delegation) in its name and on
          its behalf to do anything which it has authorised the Security Agent
          to do under this deed and/or is required and legally able to do under
          this deed but has failed to do.

16.2      Mezzanine Facility Agent

          Each Subordinated Lender, and each Obligor irrevocably and by way of
          security appoints the Mezzanine Facility Agent as its attorney (with
          full power of substitution and delegation) in its name and on its
          behalf to do anything which it has authorised the Mezzanine Facility
          Agent or the Security Agent to do under this deed and/or is required
          and legally able to do under this deed but has failed to do, provided
          that the Mezzanine Facility Agent shall not exercise or purport to
          exercise that power until after the Senior Discharge Date without the
          prior written consent of the Facility Agent.

17.       APPOINTMENT AND DUTIES OF SECURITY AGENT

17.1      Appointment

          (a)       Each Finance Party:-

                    (i)       appoints Svenska Handelsbanken AS (publ) as
                              Security Agent to act as its security agent for
                              the purposes of the relevant Security Documents
                              and this deed; and

                    (ii)      irrevocably authorises the Security Agent for and
                              on its behalf to exercise the rights, powers and
                              discretions which are specifically delegated to it
                              by the terms of the Security Documents and this
                              deed, together with all rights, powers and
                              discretions which are incidental thereto and to
                              give a good discharge for any moneys payable under
                              the Security Documents.

          (b)       The Security Agent will act solely as agent for the Finance
                    Parties in carrying out its functions as agent under the
                    relevant Security Documents and this deed and will exercise
                    the same care as it would in dealing with a credit for its
                    own account.

          (c)       The relationship between the Finance Parties and the
                    Security Agent is that of principal and agent only. The
                    Security Agent shall not have, nor be deemed to have,
                    assumed any obligations to, or trust or fiduciary
                    relationship with, any party to this deed other than those
                    for which specific provision is made by the Security
                    Documents and this deed.

17.2      Security Agent's duties

          The Security Agent shall:-

          (a)       send to each Beneficiary details of each communication
                    delivered to it by an Obligor for that Beneficiary under
                    this deed or any Security Document as soon as reasonably
                    practicable after receipt;

                                       -22-

<PAGE>

          (b)       subject to those provisions of this deed which require the
                    consent of all Beneficiaries or all of a particular category
                    of the Beneficiaries, act in accordance with any
                    instructions given as provided in clause 8 (Enforcement of
                    security) or, if so instructed under clause 8 (Enforcement
                    of security), refrain from exercising a right, power or
                    discretion vested in it under this deed or any Security
                    Document; and

          (c)       have only those duties, obligations and responsibilities
                    expressly specified in this deed or the Security Documents.

17.3      Communications and information

          All communications to an Obligor in connection with the Security
          Documents are to be made by or through the Security Agent. Each
          Beneficiary will notify the Security Agent of, and provide the
          Security Agent with a copy of, any communication between that
          Beneficiary, an Obligor or any other Finance Party on any matter
          concerning this deed or the Security Documents.

17.4      Termination and resignation of Security Agent

          (a)       The Security Agent may resign its appointment at any time by
                    giving notice to the Beneficiaries and the Parent.

          (b)       A successor Security Agent shall be selected:-

                    (i)       by the retiring Security Agent nominating one of
                              its Affiliates following consultation with the
                              Parent as successor Security Agent in its notice
                              of resignation;

                    (ii)      if the retiring Security Agent makes no such
                              nomination, by the Beneficiaries nominating a
                              Beneficiary acting through an office in Sweden as
                              successor Security Agent (following consultation
                              with the Parent); or

                    (iii)     if the Beneficiaries have failed to nominate a
                              successor Security Agent within 30 days of the
                              date of the retiring Security Agent's notice of
                              resignation, by the retiring Security Agent
                              (following consultation with the Parent)
                              nominating a financial institution of good
                              standing acting through an office in Sweden to be
                              the successor Security Agent.

          (c)       The Majority Senior Creditors may and (after the Senior
                    Discharge Date) the Majority Mezzanine Lenders may, at any
                    time with the consent of the Parent (such consent not to be
                    unreasonably withheld or delayed) by 30 days prior notice to
                    the Security Agent and the Parent terminate the appointment
                    of the Security Agent and appoint a successor Security
                    Agent.

          (d)       The resignation of the retiring Security Agent and the
                    appointment of the successor Security Agent will become
                    effective only upon the successor Security Agent accepting
                    its appointment as Security Agent, and upon the execution of
                    all deeds and documents necessary to substitute the
                    successor as holder of the security comprised in the
                    Security Documents, at which time:-

                    (i)       the successor Security Agent will become bound by
                              all the obligations of the Security Agent and
                              become entitled to all the rights, privileges,
                              powers, authorities and discretions of the
                              Security Agent under this deed;


                                       -23-

<PAGE>

                    (ii)      the agency of the retiring Security Agent will
                              terminate (but without prejudice to any
                              liabilities which the retiring Security Agent may
                              have incurred prior to the termination of its
                              agency);

                    (iii)     the retiring Security Agent will be discharged
                              from any further liability or obligation under or
                              in connection with this deed or the Security
                              Documents.

          (e)       The retiring Security Agent will co-operate with the
                    successor Security Agent in order to ensure that its
                    functions are transferred to the successor Security Agent
                    without disruption to the service provided to the
                    Beneficiaries and the Parent and will promptly make
                    available to the successor Security Agent the documents and
                    records which have been maintained in connection with this
                    deed and the Security Documents in order that the successor
                    Security Agent is able to discharge its functions.

          (f)       The provisions of this deed will continue in effect for the
                    benefit of any retiring Security Agent in respect of any
                    actions taken or omitted to be taken by it or any event
                    occurring before the termination of its agency.

17.5      Role of the Security Agent

          The Security Agent and the Beneficiaries will apply all payments and
          other benefits received by it under the relevant Security Documents in
          accordance with this deed.

17.6      Change of office of Security Agent

          The Security Agent may at any time in its sole discretion by notice to
          each Beneficiary and the Parent designate a different office in Sweden
          from which its duties as Security Agent will be performed from the
          date of notification.

18.       COSTS AND EXPENSES

18.1      Indemnity

          The Obligors party to this deed will indemnify each of the Creditors
          on demand from and against any loss which any such party may incur in
          connection with the negotiation, preparation, execution, amendment,
          release and/or enforcement or attempted enforcement of, or
          preservation of any such parties rights' under this deed, including
          any present or future stamp or other taxes or duties and any penalties
          or interest with respect thereto which may be imposed by any competent
          jurisdiction in connection with the execution or enforcement of this
          deed or in consequence of any payment being made under this deed
          (whether made by an Obligor or a third person) being impeached or
          declared void for any reason whatsoever.

18.2      Interest

          Amounts payable under clause 18.1 (Indemnity) which are not paid on
          demand shall carry default interest at the Default Rate both before
          and after judgment, from the date of demand and shall form part of the
          relevant Debt. All such default interest shall be compounded with
          monthly rests.

19.       NOTICES

19.1      Mode of service

          (a)       Except as specifically provided otherwise in this deed, any
                    notice, demand, consent, agreement or other communication (a
                    "Notice") to be served under or in connection with this

                                       -24-

<PAGE>


                    deed will be in writing and will be made by letter or by
                    facsimile transmission to the party to be served.

          (b)       The address and facsimile number of each party to this deed
                    for the purposes of clause 19.1(a) are:-

                    (i)       the address and facsimile number shown immediately
                              after its name on the signature pages of this deed
                              (in the case of any person who is a party as at
                              the date of this deed);

                    (ii)      the address and facsimile number notified by that
                              party for this purpose to the Security Agent on or
                              before the date it becomes a party to this deed
                              (in the case of any person who becomes a party
                              after the date of this deed); or

                    (iii)     any other address and facsimile number notified by
                              that party for this purpose to the Security Agent
                              by not less than five Business Days' notice.

          (c)       Any Notice to be served by any Obligor on a Finance Party
                    will be effective only if it is expressly marked for the
                    attention of the department or officer (if any) specified in
                    conjunction with the relevant address and facsimile number
                    referred to in clause 19.1(b).

19.2      Deemed service

          (a)       Subject to clause 19.2(b), a Notice will be deemed to be
                    given as follows:-

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

                    (ii)      if by facsimile, when delivered.

          (b)       A Notice given under clause 19.2(a) 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.

20.       CHANGES TO PARTIES

20.1      Assignment and transfers by the Obligors

          No Obligor may assign or transfer all or any part of its rights,
          benefits or obligations under this deed.

20.2      Assignments and transfers by Creditors

          (a)       A Creditor (in this capacity the "Transferor") may at any
                    time assign any of its rights under this deed or transfer
                    any of its rights and obligations under this deed to any
                    person (a "Transferee") to whom a Transferor is permitted to
                    assign or transfer rights, benefits and obligations under
                    the Finance Documents or the Subordinated Documents (as the
                    case may be) provided that a Subordinated Lender may not
                    assign any of its rights under this deed or transfer any of
                    its rights under this deed to a potential Transferee without
                    the prior written consent of each of the Agents, such
                    consent not to be unreasonably withheld or delayed. It is
                    agreed that it will be reasonable for each of the Agents to
                    withhold its consent if it considers that the potential
                    Transferee is not a reputable financial institution.

          (b)       An assignment or transfer will only be effective if the
                    Security Agent executes a Creditor Accession Deed duly
                    completed and signed on behalf of the Transferee under which
                    the

                                       -25-

<PAGE>


                    Transferee agrees to be bound by all of the terms of this
                    deed as if it had originally been party to this deed as a
                    Finance Party or a Subordinated Lender (as the case may be).

          (c)       Each of the parties to this deed (other than the Transferee)
                    irrevocably authorises the Security Agent to execute on its
                    behalf any Creditor Accession Deed which has been duly
                    completed and executed on behalf of the Transferee.

          (d)       The Security Agent will promptly notify the other parties to
                    this deed of the receipt and execution by it on their behalf
                    of any Creditor Accession Deed.

20.3      Benefit of deed

          This deed will be binding upon, and enure for the benefit of, each
          party to it and its or any subsequent successors or assigns.

21.       MISCELLANEOUS

21.1      Certificates conclusive

          Save as expressly provided otherwise in any Finance Document, a
          certificate, determination, notification or opinion of the Security
          Agent any Finance Party stipulated for in this deed or any Finance
          Document as to any rate of interest or any other amount payable under
          any Finance Document will be conclusive and binding on each Obligor,
          except in the case of manifest error.

21.2      No implied waivers

          (a)       No failure or delay by any Finance Party in exercising any
                    right, power or privilege under this deed will operate as a
                    waiver of that right, power or privilege, nor will any
                    single or partial exercise of any right, power or privilege
                    preclude any other or further exercise of that right, power
                    or privilege, or the exercise of any other right, power or
                    privilege.

          (b)       The rights and remedies provided in this deed are cumulative
                    and not exclusive of any rights and remedies provided by law
                    and all those rights and remedies will, except where
                    expressly provided otherwise in this deed, be available to
                    the Finance Parties severally and any Finance Party shall be
                    entitled to commence proceedings in connection with those
                    rights and remedies in its own name.

          (c)       A waiver given or consent granted by any Finance Party under
                    this deed will be effective only if given in writing and
                    then only in the instance and for the purpose for which it
                    is given.

21.3      Invalidity of any provision

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

          (b)       Without prejudice to the generality of paragraph (a) above,
                    the obligations of any Obligor under this deed will not
                    extend beyond a point where they would cause the
                    infringement of section 151 of the Companies Act 1985 (in
                    the case of an Obligor incorporated in the United Kingdom)
                    or any similar enactments or provisions in any other
                    jurisdiction (in the case of an Obligor incorporated outside
                    the United Kingdom).

                                       -26-

<PAGE>

21.4      Counterparts

          This deed may be executed in any number of counterparts and all of
          those counterparts taken together shall be deemed to constitute one
          and the same instrument.

21.5      Perpetuity period

          The perpetuity period applicable to the trusts created by this deed is
          80 years.

21.6      Failure to execute

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

21.7      Third party rights

          The Contracts (Rights of Third Parties) Act 1999 shall not apply to
          this deed and no person other than the parties to this deed shall have
          any rights under it, nor shall it be enforceable under that Act by any
          person other than the parties to it.

22.       GOVERNING LAW AND SUBMISSION TO JURISDICTION

22.1      Governing law

          This deed (and any dispute, controversy, proceedings or claim of
          whatever nature arising out of or in any way relating to this deed)
          shall be governed by, and construed in accordance with, English law.

22.2      Submission to jurisdiction

          For the benefit of each party to this deed, each other party to this
          deed irrevocably submits to the jurisdiction of the courts in England
          for the purpose of hearing and determining any dispute arising out of
          this deed and for the purpose of enforcement of any judgment against
          its assets.

22.3      Freedom of choice

          The submission to the jurisdiction of the courts referred to in clause
          22.2 (Submission to Jurisdiction) shall not (and shall not be
          construed so as to) limit the right of the Security Agent or any
          Finance Party to take proceedings against any Obligor in any other
          court of competent jurisdiction nor shall the taking of proceedings in
          any one or more jurisdictions preclude the taking of proceedings in
          any other jurisdiction (whether concurrently or not) if and to the
          extent permitted by applicable law.

22.4      Service of process

          Without prejudice to any other permitted mode of service, each Obligor
          agrees that service of any claim form, notice or other document for
          the purpose of any proceedings in such courts shall be duly served
          upon it if delivered or sent by registered post to Vinge at 42 New
          Broad Street, London EC2M 1JD (marked for the attention of Maria-Pia
          Midenback Hope) or such other address in England or Wales as the
          Parent may notify from time to time to the Facility Agent.

IN WITNESS whereof this deed has been duly executed on the date first above
written.


                                       -27-

<PAGE>

                                   SCHEDULE 1
                           Part 1 - Original Borrowers

            Name                   Place of incorporation      Registered number

          Nobia AB                         Sweden                 55628-2752

Nobia Nordisk Bygginterior AB              Sweden                 556060-1006



                                       -28-

<PAGE>

                          Part 2 - Original Guarantors

            Name                   Place of incorporation      Registered number

          Nobia AB                         Sweden                 55628-2752

Nobia Nordisk Bygginterior AB              Sweden                 556060-1006



                                       -29-

<PAGE>

                            Part 3 - Senior Creditors

                Name                        Place of incorporation

   Svenska Handelsbanken AB (publ)                  Sweden

  Swedbank (Foreningssparbanken AB                  Sweden
               (publ))

        Nordbanken AB (publ)                        Sweden

    Landesbank Schleswig-Holstein                   Germany
   Girozentrale, Copenhagen Branch


                                       -30-

<PAGE>

                          Part 4 - Mezzanine Creditors

                Name                        Place of incorporation

   Intermediate Capital Group Plc                   England

    Intermediate Capital Limited                    England

       Alpinvest Mezzanine BV                   The Netherlands


                                       -31-

<PAGE>

                          Part 5 - Principal Companies

           Name                  Place of incorporation       Registered number

   Nobia Bygginterior AB                 Sweden                  556060-1006

        Invita A/S                       Denmark                    61486

        Norema A/S                       Norway                   929700295

       Myresjokok AB                     Sweden                  556048-3256

Poggenpohl Mobelwerka GmbH               Germany                  HRB 1545



                                       -32-

<PAGE>

                                   SCHEDULE 2
                             Creditor Accession Deed

THIS DEED is made on .

BETWEEN:-

(1)       . (the "New [Senior/Mezzanine Finance Party/Subordinated Lender]");
          and

(2)       . in its capacity as Security Agent under the Intercreditor Deed.


RECITALS:-

(A)       This deed is supplemental to an intercreditor deed dated . (the
          "Intercreditor Deed") between ..

(B)       This deed has been entered into to record the accession of the New
          [Senior/Mezzanine Finance Party/Subordinated Lender] as a
          [Senior/Mezzanine Finance Party/Subordinated Lender] under the
          Intercreditor Deed.

IT IS AGREED as follows:-

1.        DEFINITIONS

          Words and expressions defined in the Intercreditor Deed have the same
          meanings when used in this deed.

2.        ACCESSION OF NEW CREDITOR

2.1       The New [Senior/Mezzanine Finance Party/Subordinated Lender] agrees to
          become, with immediate effect, a party to, and agrees to be bound by
          the terms of, the Intercreditor Deed as if it had originally been
          party to the Intercreditor Deed as a [Senior/Mezzanine Finance
          Party/Subordinated Lender].

2.2       The New [Senior/Mezzanine Finance Party/Subordinated Lender] confirms
          that its address details for notices in relation to clause 19
          (Notices) are as follows:-

          Address:                  .
          Facsimile:                .
          Attention of:             .

2.3       The Security Agent for itself and the other parties to this deed other
          than the New [Senior/Mezzanine Finance Party/Subordinated Lender]
          confirms the acceptance of the New [Senior/Mezzanine Finance Party
          Lender/Subordinated Lender] as a [Senior/Mezzanine Finance
          Party/Subordinated Lender] for the purposes of the Intercreditor Deed.

3.        COUNTERPARTS

          The deed may be executed in any number of counterparts and all of
          those counterparts taken together shall be deemed to constitute one
          and the same instrument.


                                       -33-

<PAGE>

4.       LAW

         This deed (and any dispute, controversy, proceedings or claim of
         whatever nature arising out of or in any way relating to this deed)
         shall be governed by and construed in accordance with English law.

IN WITNESS whereof this deed has been duly executed on the date first above
written.

                   Signatories to the Creditor Accession Deed

The New [Senior/Mezzanine Finance Party/Subordinated Lender]

Executed as a deed by                     )
[Name]                                    )
acting by [a director and its             )
secretary/two directors]                  )


Director
                          -----------------------

Director/Secretary
                   -----------------------

The Security Agent

Executed as a deed by                     )
[Name]                                    )
acting by [a director and its             )
secretary/two directors]                  )


Director
                          -----------------------

Director/Secretary
                   -----------------------


                                       -34-

<PAGE>

                      Signatories to the Intercreditor Deed

The Parent

Executed as a deed by                     )
NOBIA AB                                  )
acting by                                 )


Authorised Signatory              FREDRIK CAPPELEN


Authorised Signatory              LENNART RAPPE

Notice Details

Address:           P.O. Box 5436
                   SE-40229 Goteborg
                   Sweden

Facsimile:         + 46 31 703 5360
Attention of:      Finance Director




The Original Obligors

Executed as a deed by                     )
NOBIA AB                                  )
acting by                                 )


Authorised Signatory              FREDRIK CAPPELEN


Authorised Signatory              LENNART RAPPE

Notice Details

Address:           P.O. Box 5436
                   SE-40229 Goteborg
                   Sweden

Facsimile:         + 46 31 703 5360
Attention of:      Finance Director



                                       -35-

<PAGE>

Executed as a deed by                     )
NOBIA BYGGINTERIOR AB                     )
acting by                                 )


Authorised Signatory              FREDRIK CAPPELEN


Authorised Signatory              LENNART RAPPE

Notice Details

Address:           Drakegatan 6
                   PO Box 5436
                   SE-40229 Gothenburg
                   Sweden

Facsimile:         + 46 31 703 5360
Attention of:      Finance Director




The Senior Lenders

Executed as a deed by                     )
SVENSKA HANDELSBANKEN                     )
AB (PUBL)                                 )
acting by                                 )


Authorised Signatory              BENGT K G GUSTAFASSON


Authorised Signatory              MATS LITTORIN

Notice Details

Address:           Ostra Hamngatan 23
                   SE-405 40 Gothenburg
                   Sweden

Facsimile:         + 46 31 774 8308
Attention of:      Bengt KG Gustafsson/Jan Magnusson



                                       -36-

<PAGE>

Executed as a deed by                     )
SWEDBANK                                  )
(FORENINGSSPARBANKEN                      )
AB (PUBL))                                )
acting by                                 )


Authorised Signatory              MIKAEL SANDERSSON

Authorised Signatory
                        -----------------------

Notice Details

Address:           Kopmansgatan
                   SE-404 80 Gothenburg
                   Sweden

Facsimile:         + 46 31 15 20 88
Attention of:      Mikael Sandersson




Executed as a deed by                     )
NORDBANKEN AB (PUBL)                      )
acting by                                 )


Authorised Signatory              CLAES FRIDEN


Authorised Signatory              LARS LUNDH

Notice Details

Address:           Ostra Hamngatan 16
                   SE-405 09 Gothenburg
                   Sweden

Facsimile:         + 46 31 771 6150
Attention of:      Claes Friden/Lars Lundh


                                       -37-

<PAGE>

Executed as a deed by                     )
LANDESBANK                                )
SCHLESWIG-HOLSTEIN                        )            OVE JUVEN
GIROZENTRALE, COPENHAGEN                  )
BRANCH                                    )
acting by                                 )


Authorised Signatory            .................

Authorised Signatory            .................

Notice Details

Address:           Kalvebod Brygge 39-41
                   DK - 1560 Copenhagen V
                   Denmark

Facsimile:         + 45 33 44 99 99
Attention of:      Ove Juven/LAD




The Mezzanine Lenders

Executed as a deed by                     )
INTERMEDIATE CAPITAL                      )
GROUP PLC                                 )
acting by its attorney under a power of   )
attorney                                  )


Attorney                  DENIS VIET-JACOBSEN


Witnessed by              RACHEL PICKERING

Notice Details

Address:           62-63 Threadneedle Street
                   London EC2R 8HE

Facsimile:         + 44 (0) 20 7628 2268
Attention of:      Denis Viet Jacobsen/Tony Payne


                                       -38-

<PAGE>

Executed as a deed by                     )
INTERMEDIATE CAPITAL                      )
LIMITED                                   )
acting by its attorney under a power of   )
attorney                                  )


Attorney                  DENIS VIET-JACOBSEN


Witnessed by              RACHEL PICKERING

Notice Details

Address:           62-63 Threadneedle Street
                   London EC2R 8HE

Facsimile:         + 44 (0) 20 7628 2268
Attention of:      Denis Viet Jacobsen/Tony Payne



Executed as a deed by                     )
ALPINVEST MEZZANINE BV                    )
acting by its attorney under a power of   )
attorney                                  )


Attorney                  DENIS VIET-JACOBSEN


Witnessed by              RACHEL PICKERING

Notice Details

Address:           62-63 Threadneedle Street
                   London EC2R 8HE

Facsimile:         + 44 (0) 20 7628 2268
Attention of:      Denis Viet Jacobsen/Tony Payne


                                       -39-

<PAGE>

The Original Subordinated Lender

Executed as a deed by                     )
ENODIS PLC                                )
acting by a director and its              )
secretary/two directors                   )


Director                  ANDREW ALLNER


Director/Secretary        DAVID HOOPER

Notice Details

Address:           1 Farnham Road
                   Guildford GO2 4RG

Facsimile:         + 44 (0) 1483 549580
Attention of:      Andrew Allner/David Hooper




The Facility Agent

Executed as a deed by                     )
SVENSKA HANDELSBANKEN                     )
AB (PUBL)                                 )
acting by                                 )


Authorised Signatory              BENGT K G GUSTAFSSON


Authorised Signatory              MATS LITTORIN

Notice Details

Address:           Ostra Hamngatan 23
                   SE-405 40 Gothenburg
                   Sweden

Facsimile:         + 46 31 774 8308
Attention of:      Bengt KG Gustafsson/Jan Magnusson

                                       -40-

<PAGE>

The Mezzanine Facility Agent

Executed as a deed by                     )
INTERMEDIATE CAPITAL                      )
GROUP PLC                                 )
acting by its attorney under a power of   )
attorney                                  )


Attorney                  DENIS VIET-JACOBSEN


Witnessed by              RACHEL PICKERING

Notice Details

Address:           62-63 Threadneedle Street
                   London EC2R 8HE

Facsimile:         + 44 (0) 20 7628 2268
Attention of:      Denis Viet Jacobsen/Tony Payne


The Security Agent

Executed as a deed by                     )
SVENSKA HANDELSBANKEN                     )
AB (PUBL)                                 )
acting by                                 )


Authorised Signatory              BENGT K G GUSTAFSSON


Authorised Signatory              MATS LITTORIN


Notice Details

Address:           Ostra Hamngatan 23
                   SE-405 40 Gothenburg
                   Sweden

Facsimile:         + 46 31 774 8308
Attention of:      Bengt KG Gustafsson/Jan Magnusson



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