Exhibit 10.1

FACILITIES AGREEMENT

DATED 13th November, 2000

US$850,000,000

FOR

AUTOLIV, INC.

AUTOLIV ASP, INC.

and

AUTOLIV AB

ARRANGED BY

BANK ONE, NA

and

SEB MERCHANT BANKING

ALLEN & OVERY
London

INDEX

Clause                                                              Page

1.       Interpretation...............................................1
2.       The Facility................................................15
3.       Purpose.....................................................18
4.       Conditions Precedent........................................19
5.       Revolving Loans.............................................19
6.       Swingline Loans.............................................20
7.       Repayment...................................................21
8.       Prepayment and Cancellation.................................22
9.       Interest Periods............................................23
10.      Interest....................................................24
11.      Optional Currencies.........................................27
12.      Payments....................................................28
13.      Taxes.......................................................30
14.      Market Disruption...........................................32
15.      Increased Costs.............................................33
16.      Illegality..................................................34
17.      Guarantee...................................................34
18.      Representations and Warranties..............................37
19.      Undertakings................................................42
20.      Default.....................................................51
21.      The Agents and the Arrangers................................54
22.      Fees........................................................59
23.      Expenses....................................................60
24.      Stamp Duties................................................61
25.      Indemnities.................................................61
26.      Evidence and Calculations...................................62
27.      Amendments and Waivers......................................62
28.      Changes to the Parties......................................63
29.      Disclosure of Information...................................66
30.      Set-Off.....................................................66
31.      Pro Rata Sharing............................................67
32.      Severability................................................68
33.      Counterparts................................................68
34.      Notices.....................................................68
35.      Language....................................................70
36.      Jurisdiction................................................71
37.      Governing Law...............................................72
38.      Integration.................................................72
39.      Waiver of Jury Trial........................................72

Schedules

1. Various Parties.............................................73
2. Conditions Precedent Documents..............................76
3. Calculation of the Mandatory Cost...........................78
4. Form of Request.............................................80
5. Form of Novation Certificate................................81 Signatories..........................................................82

THIS AGREEMENT is dated 13 November, 2000 between:

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

(2) AUTOLIV, INC. (incorporated under the laws of the State of Delaware, U.S.A.), AUTOLIV ASP, INC. (incorporated under the laws of the State of Indiana, U.S.A.) and AUTOLIV AB (incorporated under the laws of Sweden) (each a "Borrower" and together, the "Borrowers");

(3) BANK ONE, NA and SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ) as arrangers (the "Arrangers");

(4) THE FINANCIAL INSTITUTIONS listed in Schedule 1 as banks (the "Banks");

(5) SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ) as facility agent (the "Facility Agent"); and

(6) BANK ONE, NA as swingline agent (the "Swingline Agent").

IT IS AGREED as follows:

1. INTERPRETATION

1.1 DEFINITIONS

In this Agreement:

"Affiliate"

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

"Affiliated Bank"

means a Bank which is an Affiliate of another Bank.

"Agent"

means the Facility Agent or the Swingline Agent.

"Bank"

means a Revolving Credit Bank or a Swingline Bank.

"Board"

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

"Business Day"

means a day (other than a Saturday or a Sunday):

(a) on which banks are open for general business in:

(i) London;

(ii) New York; and

(iii) in relation to a transaction involving an Optional Currency other than Sterling, the principal financial centre of the jurisdiction of that Optional Currency; and

(b) in relation to a transaction involving Euros, which is a TARGET Day.

"Code"

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

"Commitment"

means, in relation to a Bank, its Facility A Commitment or its Facility B Commitment.

"Dangerous Substance"

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

"Default"

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

"Drawdown Date"

means the date of the advance of a Loan.

"Environmental Claim"

means any claim by any person as a result of or in connection with any violation of Environmental Law or any Environmental Contamination which could give rise to any remedy or penalty (whether interim or final) or liability for any Obligor or any Finance Party which might have a material adverse effect.

"Environmental Contamination"

means each of the following and their consequences:

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

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

(c) any other pollution of the environment.

"Environmental Law"

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

"Environmental License"

means any authorization by any Environmental Law.

"ERISA"

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

"ERISA Affiliate"

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

"Euro" or "(euro)"

means the single currency of the Participating Member States.

"Event of Default"

means an event specified as such in Clause 20.1 (Events of Default).

"Existing Indebtedness"

means:

(a) the US$850,000,000 revolving credit facility dated 24th April, 1997 between, inter alia, the Parent and Citicorp USA, Inc. as administrative agent; and

(b) the US$300,000,000 bridge facility dated 22nd March, 2000 between Autoliv ASP, Inc., the Parent and the Facility Agent.

"Facility"

means Facility A or Facility B.

"Facility A"

means the multi-currency revolving credit facility with renewal option referred to in Clause 2.1(a) (Facilities).

"Facility A Commitment"

means:

(a) in relation to a Bank which is a bank on the date of this Agreement, the amount in US Dollars set opposite its name in Part I of Schedule 1 and the amount of any other Bank's Facility A Commitment acquired by it under Clause
28 (Changes to the Parties); and

(b) in relation to a Bank which becomes a Bank after the date of this Agreement, the amount of any other Bank's Facility A Commitment acquired by it under Clause 28 (Changes to the Parties),

to the extent not cancelled, reduced or transferred under this Agreement.

"Facility A Loan"

means a Loan drawn down, or to be drawn down, under Facility A.

"Facility A Maturity Date"

means:

(a) subject to Clause 2.7 (Renewal Option), the date falling a year less a day after the date of this Agreement; or

(b) such later date as may be agreed under Clause 2.7 (Renewal Option).

"Facility Agent's Spot Rate of Exchange"

means the Facility Agent's spot rate of exchange for the purchase of the relevant Optional Currency in the London foreign exchange market with US Dollars at or about 11.00 a.m. on a particular day.

"Facility B"

means the multi-currency revolving credit and US Dollar swingline facilities referred to in Clause 2.1(b) (Facilities).

"Facility B Commitment"

means:

(a) in relation to a Bank which is a Bank on the date of this Agreement, the amount in US Dollars set opposite its name in Part II of Schedule 1 and the amount of any other Bank's Facility B Commitment acquired by it under Clause
28 (Changes to the Parties); and

(b) in relation to a Bank which becomes a Bank after the date of this Agreement, the amount of any other Bank's Facility B Commitment acquired by it under Clause 28 (Changes to the Parties),

to the extent not cancelled, reduced or transferred under this Agreement.

"Facility B Loan"

means a Loan drawn down, or to be drawn down, under Facility B.

"Facility B Maturity Date"

means the fifth anniversary of the date of this Agreement.

"Facility Office"

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

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

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

"Federal Funds Rate"

means, on any day, the rate per annum determined by the Swingline Agent to be the Federal Funds Rate (as published by the Federal Reserve Bank of New York) at or about 1.00 p.m. (New York City time) on that day.

"Fee Letters"
means the letter from the Arrangers to the Obligors and the letters from the Agents to the Obligors, each dated on or about the date of this Agreement and setting out (among other matters) the amount of the fees referred to in Clause 22 (Fees).

"Final Maturity Date"

means the fifth anniversary of the date of this Agreement.

"Finance Document"

means this Agreement, the Fee Letters, a Novation Certificate or any other document designated as such by the Facility Agent and the Obligors' Agent.

"Finance Party"

means an Agent, an Arranger or a Bank.

"Financial Indebtedness"

means any indebtedness in respect of:

(a) moneys borrowed;

(b) any debenture, bond, note, loan stock or other security;

(c) any acceptance credit;

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

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

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

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

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

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

"Group"

means the Parent and its Subsidiaries.

"Information Memorandum"

means the information memorandum prepared by the Obligors in connection with this Agreement and dated September, 2000.

"Interest Period"

means each period determined in accordance with Clause 9 (Interest Periods).

"LIBOR"

means:-

(a) the rate per annum which appears on the appropriate page of the Reuters Screen; or

(b) if no such rate appears on the Reuters Screen at the relevant time, the arithmetic mean (rounded upward if necessary to the nearest four decimal places) of the rates per annum as supplied to the Facility Agent at its request, quoted by the Reference Banks to leading banks in the London interbank market,

at or about 11.00 a.m. on the applicable Rate Fixing Day for the offering of deposits in the currency of the relevant Loan for a period comparable to the relevant Interest Period.

"Loan"

means, subject to Clause 9 (Interest Periods), the principal amount of each borrowing by a Borrower under this Agreement or the principal amount outstanding of that borrowing.

"Majority Banks"

means, at any time, Banks:

(a) whose participations in the Loans then outstanding aggregate more than 66 2/3 per cent. of all the Loans then outstanding; or

(b) if there are no Loans then outstanding, whose Commitments then aggregate more than 66 2/3 per cent. of the Total Commitments; or

(c) if there are no Loans then outstanding and the Total Commitments have been reduced to nil, whose Commitments aggregated more than 662/3 per cent. of the Total Commitments immediately before the reduction.

"Mandatory Cost"

means, in relation to each Bank which notifies the Facility Agent that it is incurring such costs, the cost imputed to the Bank of compliance with:

(a) the cash ratio and special deposit requirements of the Bank of England and/or the banking supervision or other costs imposed by the Financial Services Authority; and

(b) any reserve asset requirements of the European Central Bank notified by each Bank to the Facility Agent as the costs incurred by them of complying with such requirements,

in each case as determined in accordance with Schedule 3.

"Margin"

means, subject to Clause 10.2 (Adjustment of Margin), 0.40 per cent. per annum.

"Margin Stock"

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

"Material Subsidiary"

means any Subsidiary of the Parent:

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

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

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

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

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

(c) prior to the delivery of each set of accounts pursuant to Clause 19.2 (Financial information), any Subsidiary of the Parent to which has been transferred (whether by one transaction or a series of transactions, related or not) the whole or substantially the whole of the assets of a Subsidiary which immediately prior to such transaction or any of such transactions was a Material Subsidiary.

"Maturity Date"

means the Facility A Maturity Date or the Facility B Maturity Date.

"Moody's"

means Moody's Investors Service, Inc.

"Multiemployer Plan"

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

"National Currency Unit"

means the unit of currency of a Participating Member State other than the euro unit.

"Novation Certificate"

has the meaning given to it in Clause 28.3 (Procedure for novations).

"Obligor"

means the Parent and each Borrower.

"Obligors' Agent"

means the Parent, or such other Obligor from time to time nominated by the Obligors' Agent to replace it as Obligors' Agent and approved for such purpose by the Facility Agent.

"Optional Currency"

means any currency (other than US Dollars) which is freely available and convertible into US Dollars, and deposits of which are readily available in the London interbank market.

"Original Dollar Amount"

in relation to a Loan, means:

(a) if that Loan is denominated in US Dollars, the amount of that Loan; or

(b) if that Loan is denominated in an Optional Currency, the equivalent in US dollars of the amount of that Loan, calculated at the Facility Agent's Spot Rate of Exchange three Business Days before its Drawdown Date.

"Original Group Accounts"

means the audited consolidated accounts of the Group for the year ended 31st December, 1999.

"Participating Member State"

means a member state of the European Union that adopts a single currency in accordance with the legislation of the European Union relating to European Economic and Monetary Union.

"Party"

means a party to this Agreement.

"Plan"

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

"Prime Rate"

means the prime commercial lending rate in US Dollars from time to time announced by the Swingline Agent; each change in the interest rate on a Swingline Loan which results from a change in the Prime Rate becomes effective on the day on which the change in the Prime Rate becomes effective.

"Rate Fixing Day"

means:

(a) the second Business Day before the first day of an Interest Period for a Revolving Loan denominated in any currency other than Sterling; or

(b) in the case of a Revolving Loan denominated in Sterling only, the first day of the Interest Period for that Loan,

or such other day as is generally treated as the rate fixing day by market practice in the London interbank market for leading banks to give quotations for deposits in the relevant currency for delivery on the first day of the relevant Interest Period, as determined by the Facility Agent.

"Rating Agency"

means Moody's or Standard & Poor's.

"Reference Banks"

means, subject to Clause 28.4 (Reference Banks), the Facility Agent, Bank One, NA and Societe Generale.

"Renewal Option"

means the option of the Obligors' Agent to request an extension of the Facility A Maturity Date under Clause 2.7 (Renewal Option).

"Reportable Event"

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

"Request"

means a request made by the Obligors' Agent for a Loan, substantially in the form of Schedule 4.

"Restricted Margin Stock"

means Margin Stock owned by any Obligor or any member of the Group, which represents not more than 331/3 per cent of the aggregate value (determined in accordance with Regulation U), on a consolidated basis, of the assets of each Obligor and all members of the Group (other than Margin Stock) that are subject to the provisions of Clause 19 (Undertakings) (including, without limitation, Clauses 19.8 (Negative pledge) and 19.9 (Transactions similar to security)).

"Revolving Credit Bank"

means, subject to Clause 28 (Changes to the Parties), a bank or financial institution listed in Part I and/or Part II of Schedule 1 in its capacity as a provider of Revolving Loans.

"Revolving Credit Commitment"

means:-

(a) in relation to a Revolving Credit Bank which is a Revolving Credit Bank on the date of this Agreement, the aggregate of the amounts in US Dollars set opposite its name in Parts I and II of Schedule 1 and the amount of any other Bank's Revolving Credit Commitment acquired by it under Clause 28 (Changes to the Parties); and

(b) in relation to a Revolving Credit Bank which becomes a Revolving Credit Bank after the date of this Agreement, the amount of any other Bank's Revolving Credit Commitment acquired by it under Clause 28 (Changes to the Parties),

to the extent not cancelled, reduced or transferred under this Agreement.

"Revolving Loan"

means, subject to Clause 11 (Optional Currencies), the principal amount of a borrowing by a Borrower:

(a) under Facility A; or

(b) provided by the Revolving Credit Banks under Facility B by means of a revolving loan, as set out in Clause
2.1(b)(i) (Facilities).

"Security Interest"

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

"Standard & Poor's"

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

"Subsidiary"

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

"Swingline Bank"

means, subject to Clause 28 (Changes to Parties), a bank or financial institution listed in Part III of Schedule 1 in its capacity as a participant in the Swingline Facility.

"Swingline Commitment"

means:

(a) in relation to a Swingline Bank, and subject to Clause
8.2 (Voluntary cancellation) and to Clause 28 (Changes to Parties), the obligation of such Swingline Bank to contribute to Swingline Loans hereunder up to the aggregate principal amount in US Dollars set opposite its name in part III of Schedule 1; or

(b) in relation to a Bank which becomes a Swingline Bank after the date of this Agreement, the amount of any other Swingline Bank's Swingline Commitment acquired by it under Clause 28 (Changes to the Parties),

to the extent not transferred, cancelled or reduced hereunder.

"Swingline Facility"

means the US Dollar swingline facility referred to in Clause
2.1(b)(ii) (Facilities).

"Swingline Loan"

means the principal amount of a borrowing by a Borrower under the Swingline Facility or (as the context requires) the principal amount thereof from time to time outstanding (together the "Swingline Loans").

"Swingline Rate"

means, on any day, the higher of:

(a) the Prime Rate; and

(b) the aggregate of the Federal Funds Rate and 0.50 per cent. per annum.

"TARGET Day"

means a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.

"Total Commitments"

means the aggregate of the Total Facility A Commitments and the Total Facility B Commitments.

"Total Facility A Commitments"

means the aggregate of the Facility A Commitments of all the Banks, being US$320,000,000 at the date of this Agreement.

"Total Facility B Commitments"

means the aggregate of the Facility B Commitments of all the Banks (including the Total Swingline Commitments of the Swingline Banks), being US$530,000,000 at the date of this Agreement.

"Total Revolving Credit Commitments"

means the aggregate for the time being of the Revolving Credit Commitments, being US$850,000,000 at the date of this Agreement.

"Total Swingline Commitments"

means the aggregate for the time being of the Swingline Commitments, being US$200,000,000 at the date of this Agreement.

"Unrestricted Margin Stock"

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

"U.S.A."

means the United States of America.

"US Dollars" and "US$"

means the currency for the time being of the U.S.A.

1.2 Construction

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

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

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

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

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

a "material adverse effect" means:

(1) a material adverse effect on the business or financial condition of the Parent or the Group as a whole; or

(2) a material adverse effect on the ability of any Obligor to perform its obligations under any of the Finance Documents.

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

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

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

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

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

a "Screen" or a "Page" on a "Screen" in the definition of "LIBOR" includes any replacement screen or page nominated by the British Bankers Association as the information vendor for the purpose of displaying British Bankers Association Interest Settlement Rates for deposits in various currencies;

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

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

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

(iv) a person includes its successors, transferees and assigns;

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

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

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

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

(d) (i) Unless expressly provided to the contrary in a Finance Document, a person who is not a party to a Finance Document may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999; and

(ii) notwithstanding any term of any Finance Document, the consent of any third party is not required for any variation (including any release or compromise of any liability order) or termination of that Finance Document.

2. THE FACILITY

2.1 Facilities

Subject to the terms of this Agreement, the Banks grant to the Borrowers:

(a) a multicurrency revolving credit facility under which the Revolving Credit Banks will make Loans to a Borrower denominated in US Dollars or Optional Currencies ("Facility A"); and

(b) (i) a multicurrency revolving credit facility under which the Revolving Credit Banks will make Loans to a Borrower denominated in US Dollars or Optional Currencies; and

(ii) a US Dollar swingline facility under which the Swingline Banks will make Swingline Loans to a Borrower denominated in US Dollars,

(together, "Facility B").

2.2 Facility Limits

(a) The aggregate Original Dollar Amount of all outstanding Facility A Loans shall not at any time exceed the Total Facility A Commitments;

(b) The Swingline Facility is a part of Facility B and is not independent of the Facility B multicurrency revolving credit facility as set out in Clause 2.1(b)(i) above. The aggregate Original Dollar Amount of all outstanding Facility B Loans (including Swingline Loans) shall not at any time exceed the Total Facility B Commitments.

(c) The aggregate Original Dollar Amount of all outstanding Swingline Loans shall not, at any time, exceed the Total Swingline Commitments.

(d) The aggregate Original Dollar Amount of all outstanding Loans shall not, at any time, exceed the Total Commitments.

2.3 A Bank's individual limit

(a) A Bank is not obliged to participate in a Loan if it would cause its applicable Outstandings to exceed its Overall Commitment.

(b) For the purpose of this Clause 2.3:

(i) the "applicable Outstandings" of a Bank on any Drawdown Date means the aggregate Original Dollar Amount of the participations of that Bank and its Affiliates in all outstanding Loans which would be outstanding on that Drawdown Date, if:

(1) all outstanding Loans having Repayment Dates which fall on or before that Drawdown Date are repaid; and

(2) all Loans to be made on or before that Drawdown Date and in respect of which a Request has been received by an Agent are made;

and

(ii) the "Overall Commitment" of a Bank means, in the case of a Bank which is a Revolving Credit Bank, its Revolving Credit Commitment or, in the case of a Swingline Bank which is not a Revolving Credit Bank, the Revolving Credit Commitment of its Affiliate which is a Revolving Credit Bank.

(c) If the operation of Clauses 5.3 (Advance of Revolving Loans) or of Clauses 6.3 (Advance of Swingline Loans) would cause the applicable Outstandings of a Bank (the "affected Bank") to exceed its Overall Commitment, then:

(i) the affected Bank will participate in the relevant Loan only to the extent that its applicable Outstandings will not exceed its Overall Commitment;

(ii) each other Bank's participation in the Loan under the Clauses referred to above will be re-calculated in accordance with those Clauses, but for the purpose of the recalculation the affected Bank's Commitment will be deducted from the Total Revolving Credit Commitments or the Total Swingline Commitments (as appropriate) and the amount of the affected Bank's participation in that Loan (if any) will be deducted from the requested amount of the Loan; and

(iii) the calculation in sub-paragraph (ii) above will be applied to each Bank in turn until the amount of its participation in the Loan under that Clause is determined.

2.4 Obligations several

The obligations of each Bank under this Agreement are several. Failure of a Bank to carry out its obligations hereunder shall not relieve any other Party of any of its obligations under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

2.5 Rights several

The obligations of each Obligor towards each Finance Party hereunder are given to each of them as separate and independent rights. Each Finance Party may separately enforce its rights under each Finance Document, subject to the other terms of the Finance Documents.

2.6 Appointment of Obligors' Agent

(a) Each Obligor irrevocably authorizes the Obligors' Agent to give all notices (including, without limitation, Requests and notices of prepayment and cancellation) and instructions and make such agreements (including, without limitation, in relation to an alternative basis for determining the rate of interest and/or funding applicable to a Loan (as described in Clause 14.3 (Substitute basis)) expressed to be capable of being given or made by the Obligors' Agent in this Agreement.

(b) The authorization of the Obligors' Agent shall be effective notwithstanding that the exercise of the Obligors' Agent's authority may affect the Obligors without further reference to or the consent of the Obligors. Each Obligor shall, as regards each Agent and each Bank, be bound by any action taken by the Obligors' Agent on its behalf as though that Obligor had itself taken such action.

2.7 Renewal Option

(a) The Obligors' Agent may request the exercise of the Renewal Option by submitting a Renewal Request to the Facility Agent.

(b) A Renewal Request shall not be valid unless:

(i) it is delivered to the Facility Agent on a day falling no less than 40 days prior to the relevant Facility A Maturity Date;

(ii) it specifies a date (the "Renewal Date") which is a year less a day after the relevant Facility A Maturity Date and is on or before the Final Maturity Date; and

(iii) it does not (and would not) cause paragraph (c) to be contravened.

(c) The Renewal Option may be exercised no more than four times.

(d) (i) Upon receipt of a valid Renewal Request, the Facility Agent shall promptly notify each Bank which has a Facility A Commitment. Each such Bank shall have the right, in its absolute discretion, to accept or decline any Renewal Request and shall carry out a full credit assessment of the Obligors before accepting a Renewal Request. Any such Bank which wishes to accept the Renewal Request shall (subject to paragraph (ii)) so notify the Facility Agent no later than 20 days before the relevant Facility A Maturity Date.

(ii) No Bank shall notify the Facility Agent of its acceptance of a Renewal Request prior to the date falling 30 days before the relevant Facility A Maturity Date.

(e) If there are any Renewing Banks, then on the relevant Facility A Maturity Date:

(i) the Facility A Maturity Date shall be extended to the Renewal Date; and

(ii) the Facility A Commitment of each Non-renewing Bank shall be cancelled automatically.

(f) Any Renewal Request is irrevocable and may not be withdrawn.

(g) In this Clause 2.7:

(i) the "relevant Facility A Maturity Date" shall mean the Facility A Maturity Date in effect on the date of a Renewal Request; and

(ii) a "Renewing Bank" shall mean a Bank which notifies the Facility Agent, within the dates referred to in paragraph (d), that it accepts a Renewal Request; and

(iii) a "Non-renewing Bank" shall mean a Bank which has a Facility A Commitment at the date of a Renewal Request but is not a Renewing Bank.

2.8 Change of currency

(a) If more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent; and

(ii) any translation from one currency or currency unit to another shall be at the official conversion rate recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent acting reasonably.

(b) If a change in any currency of a country occurs, this Agreement will be amended to the extent the Facility Agent specifies to be necessary to reflect the change in currency and to put the Finance Parties in the same position, so far as possible, that it would have been in if no change in currency had occurred.

3. PURPOSE

(a) Each Borrower shall apply each Facility A Loan towards its general corporate purposes, but specifically excluding any purpose set out in paragraph (b) below relating to Facility B Loans.

(b) Each Borrower shall apply each Facility B Loan towards:

(i) refinancing the Existing Indebtedness; or

(ii) as support for any commercial paper programme; or

(iii) financing any acquisitions not prohibited by the terms of this Agreement.

(c) Without affecting the obligations of any Obligor in any way, no Finance Party is bound to monitor or verify the application of any Loan.

4. Conditions Precedent

4.1 Documentary conditions precedent

The Obligors' Agent may not deliver the first Request until the Facility Agent has notified the Borrower and the Banks that it has received all of the documents set out in Schedule 2 in form and substance satisfactory to it.

4.2 Further conditions precedent

The obligation of each Bank to participate in any Loan is subject to the further conditions precedent that:

(a) on both the date of the Request and the Drawdown Date:

(i) the representations and warranties in Clause 18 (Representations and Warranties) to be repeated on those dates are correct and will be correct immediately after the Loan is made; and

(ii) no Default is outstanding or might result from the Loan;

(b) the making of the Loan would not cause Clause 2.2 (Facility Limits) to be contravened; and

(c) the making of the Loan would not result in more than eight Loans being outstanding at any one time.

5. REVOLVING LOANS

5.1 Drawdown

A Borrower may borrow a Revolving Loan if the Facility Agent receives from the Obligors' Agent, not later than 11.00 a.m. two Business Days before the proposed Drawdown Date or, in the case of the Loan denominated in an Optional Currency, three Business Days before the proposed Drawdown Date, a duly completed Request. Each Request is irrevocable.

5.2 Completion of Requests

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

(a) it specifies that it is a utilisation of the revolving credit facility;

(b) it specifies whether it relates to Facility A or Facility B;

(c) it specifies the Borrower that will borrow the Loan;

(d) the Drawdown Date is a Business Day falling on or before the Maturity Date of the relevant Facility;

(e) the amount of the Loan is:

(i) a minimum of US$25,000,000 and an integral multiple of US$5,000,000, or an equivalent amount in any Optional Currency; or

(ii) the balance of the relevant undrawn Commitment; or

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

(f) the amount selected under paragraph (e) above does not cause Clause 2.1 (Facilities) to be contravened;

(g) the currency selected complies with Clause 11 (Optional Currencies);

(h) the Interest Period selected complies with Clause 9 (Interest Periods) and does not extend beyond the Maturity Date of the relevant Facility; and

(i) the payment instructions comply with Clause 12 (Payments).

Each Request must specify one Revolving Loan only, but the Obligors' Agent may, subject to the other terms of this Agreement, deliver more than one Request on any one day. Unless otherwise agreed by the Facility Agent, no more than eight Loans may be outstanding at any time.

5.3 Advance of Revolving Loans

(a) The Facility Agent shall promptly notify each Revolving Credit Bank of the details of the requested Revolving Loan and the amount of its participation in the Revolving Loan.

(b) Subject to the terms of this Agreement, each Revolving Credit Bank shall make its participation in the Revolving Loan available to the Facility Agent for the relevant Borrower in the currency in which it is to be borrowed, on the relevant Drawdown Date.

(c) The amount of each Revolving Credit Bank's participation in the Revolving Loan will be the proportion of the Loan which its Commitment in respect of the relevant Facility bears to the Total Commitments in respect of the relevant Facility on the proposed Drawdown Date adjusted, if necessary, to reflect the operation of Clause 2.3 (A Bank's individual limit).

6. SWINGLINE LOANS

6.1 Drawdown

A Borrower may borrow a Swingline Loan if the Swingline Agent receives from the Obligors' Agent, not later than 11.00 a.m. (New York City time) on the proposed Drawdown Date, a duly completed Request. Each Request must be copied to the Facility Agent and is irrevocable.

6.2 Completion of Requests

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

(a) it specifies that it is a utilisation of the Swingline Facility;

(b) it specifies the Borrower that will borrow the Loan;

(c) the Drawdown Date is a Business Day falling before the Facility B Maturity Date;

(d) the amount of the Loan is:-

(i) a minimum of U.S.$25,000,000 and an integral multiple of U.S.$5,000,000;

(ii) the balance of the undrawn Total Swingline Commitments; or

(iii) such other amount as the Swingline Agent may agree;

(e) the amount selected under paragraph (d) does not cause Clause 2.2 (Facility Limits) to be contravened;

(f) the Interest Period selected complies with Clause 9 (Interest Periods) and does not extend beyond the Facility B Maturity Date; and

(g) the payment instructions comply with Clause 12 (Payments).

6.3 Advance of Swingline Loans

(a) The Swingline Agent shall, not later than 12 noon (New York City time) on the proposed Drawdown Date, notify each Swingline Bank of the details of the requested Swingline Loan and the amount of its participation in the Swingline Loan.

(b) Subject to the terms of this Agreement, each Swingline Bank shall make its participation in the Swingline Loan available to the Swingline Agent for the relevant Borrower on the relevant Drawdown Date.

(c) The amount of each Swingline Bank's participation in the Swingline Loan will be the proportion of the Swingline Loan which its Swingline Commitment bears to the Total Swingline Commitments on the date of receipt of the relevant Request, adjusted, if necessary, to reflect the operation of Clause 2.3 (A Bank's individual limit).

7. REPAYMENT

7.1 Repayment

The Borrower shall repay each Loan in full, on the last day of its Interest Period, to the Facility Agent or (in the case of a Swingline Loan) to the Swingline Agent for the relevant Bank(s) participating in that Loan.

7.2 Re-borrowing

Subject to the other terms of this Agreement, any amounts repaid under Clause 7.1 (Repayment) may be re-borrowed.

8. PREPAYMENT AND CANCELLATION

8.1 Automatic cancellation

(a) The Total Facility A Commitments shall, to the extent not already voluntarily cancelled under Clause 8.2 (Voluntary cancellation) and subject to Clause 2.7 (Renewal Option), be automatically cancelled in full on the Facility A Maturity Date.

(b) The Total Facility B Commitments shall, to the extent not already voluntarily cancelled under Clause 8.2 (Voluntary cancellation), be automatically cancelled in full on the Facility B Maturity Date.

8.2 Voluntary cancellation

(a) The Obligors' Agent may, by giving not less than five days' prior notice to the Facility Agent (or such shorter period of notice as the Majority Banks may agree), cancel in whole or in part the undrawn amount of the Total Facility A Commitments or the Total Facility B Commitments (or both) (but the cancellation in part of either shall be in a minimum of US$25,000,000 and an integral multiple of US$5,000,000).

(b) The Obligors' Agent may, by giving prior notice to the Swingline Agent, cancel the unutilised portion of the Total Swingline Commitments in whole or in part (but if in part, in a minimum of US$25,000,000 and an integral multiple of US$5,000,000).

(c) Any such cancellation shall reduce the Commitment of each Bank in respect of the relevant Facility (including, in relation to a reduction of the Total Swingline Commitments, a corresponding reduction in the Total Facility B Commitments) pro rata.

(d) The Obligors' Agent may not cancel the Total Facility B Commitments if it would result in the Total Swingline Commitments exceeding the Total Facility B Commitments.

8.3 Additional right of prepayment and cancellation

If:

(a) a Borrower is required to pay to a Bank any additional amounts under Clause 13 (Taxes);

(b) a Borrower is required to pay to a Bank any amount under Clause 15 (Increased Costs); or

(c) Clause 14 (Market Disruption) is in operation but no agreement has been reached under Clause 14.3 (Substitute basis),

then, without prejudice to the obligations of the Borrowers under those Clauses, the Obligors' Agent may, whilst the relevant circumstances continue, serve a notice of prepayment and cancellation on that Bank through the Facility Agent. On the date falling five Business Days after the date of service of the notice:

(i) all the Borrowers shall prepay the participations of that Bank and its Affiliated Bank (if any) in all the Loans; and

(ii) the Commitments of that Bank and its Affiliated Bank (if any) shall be cancelled.

8.4 Mandatory Prepayment

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

(a) it is or becomes unlawful for any Obligor to perform any of its obligations under the Finance Documents;

(b) any Borrower (other than the Parent) is not or ceases to be a Subsidiary of the Parent;

(c) any single person, or group of persons acting in concert, acquires control of the Parent; or

(d) the guarantee of the Parent is not effective or is alleged by any Obligor to be ineffective for any reason,

then the Facility Agent may, and shall if so directed by the Majority Banks, by notice to the Obligors' Agent:

(i) cancel the Total Commitments; and/or

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

8.5 Miscellaneous provisions

(a) Any notice of prepayment and cancellation or notice of cancellation under this Agreement is irrevocable. The Facility Agent shall notify the Banks promptly of receipt of any such notice.

(b) All prepayments under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to Clause 25.2 (Other indemnities), without premium or penalty. All cancellations under this Agreement shall be made without penalty.

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

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

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

9. INTEREST PERIODS

9.1 General

Each Loan has one Interest Period only.

9.2 Selection

(a) The Obligors' Agent may select an Interest Period for a Loan in the relevant Request. Each Interest Period for a Loan will commence on its Drawdown Date.

(b) Subject to the following provisions of this Clause 9:

(i) each Interest Period for a Revolving Loan will be one, two, three or six months or any other period agreed by the Obligors' Agent and the Banks; and

(ii) each Interest Period for a Swingline Loan will be a period not exceeding 7 Business Days.

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

9.3 Non-Business Days

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

9.4 Overrunning of a Maturity Date

(a) If an Interest Period in respect of a Loan borrowed under Facility A would otherwise overrun the Facility A Maturity Date in effect on the Drawdown Date of that Loan, it shall be shortened so that it ends on that Facility A Maturity Date. For the purposes of this paragraph, any exercise of the Renewal Option on a Drawdown Date shall be deemed to have taken place in determining the Facility A Maturity Date in effect on that Drawdown Date.

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

9.5 Notification

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

10. INTEREST

10.1 Interest rate

(a) The rate of interest on each Revolving Loan for its Interest Period is the rate per annum determined by the Facility Agent to be the aggregate of the applicable:

(i) Margin;

(ii) LIBOR; and

(iii) Mandatory Cost.

(b) The rate of interest on each Swingline Loan for its Interest Period is the rate per annum determined by the Swingline Agent to be the Swingline Rate for each day during its Interest Period.

10.2 Adjustment of Margin

(a) In this Clause 10.2:

(i) "Margin Reset Date" means any day upon which there is a change in the credit rating assigned to the Parent's long term unsecured and unsubordinated debt by either or both of the Rating Agencies, as notified to the Facility Agent in accordance with Clause 19.3 (Information - miscellaneous); and

(ii) "Margin Period" means the period from (and including) a Margin Reset Date to (but excluding) the next Margin Reset Date.

(b) For the period from (and including) the date of this Agreement to (but excluding) the first Margin Reset Date, the Margin shall be 0.40 per cent per annum.

(c) On each Margin Reset Date, the Facility Agent shall determine the Margin (the "relevant Margin") which will apply to all Interest Periods commencing during the Margin Period commencing on that Margin Reset Date.

(d) (i) If the Parent's long term unsecured and unsubordinated debt has assigned to it a credit rating by only one Rating Agency, the relevant Margin shall be the percentage rate per annum shown alongside that credit rating under the heading of the relevant Rating Agency in the table below;

(ii) if the Parent's long term unsecured and unsubordinated debt has assigned to it a credit rating by both Rating Agencies and the level of both credit ratings is the same, the relevant Margin shall be the percentage rate per annum shown alongside those credit ratings in the table below;

(iii) if the Parent's long term unsecured and unsubordinated debt has assigned to it a credit rating by both Rating Agencies but the level of both credit ratings is not the same, then:

(A) if the credit ratings are different by only one level, the lower level will apply;

(B) if the credit ratings are different by more than one level, then either:

(I) the average credit rating will apply; or

(II) if the average credit rating falls between two levels, the higher level will apply,

and for the purposes of this clause, the "level" of a credit rating shall be that shown as such alongside that credit rating in the table below, with level 1 being the highest and level 3 being the lowest.

Level       Standard & Poor's rating       Moody's rating                       Applicable Margin
                                                                              (per cent per annum)

1           A-or higher                    A3 or higher                               0.35
2           BBB+                           Baa1                                       0.40
3           BBB or lower                   Baa2 or lower                              0.45

         (e)      (i)      On and from any date upon which neither
                           Rating Agency continues to assign a credit
                           rating to the Parent's long term unsecured and
                           unsubordinated debt, the Margin shall be 0.45
                           per cent per annum.

                  (ii)     the Margin as determined in accordance with
                           sub-paragraph (e)(i) above shall continue until
                           such time as one or both Rating Agency assigns a
                           credit rating to the long term unsecured and
                           unsubordinated debt of the Parent, at which time
                           the remaining provisions of this Clause 10.2
                           shall apply.

10.3     Due dates

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

10.4     Default interest

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

                  (i)      the rate on the overdue amount under Clause 10.1
                           (Interest rate) immediately before the due date
                           (if of principal); and

                  (ii)     (A)      if the overdue amount relates to a
                                    Swingline Loan, the Swingline Rate; or

                           (B)      in all other cases, the rate which
                                    would have been payable if the overdue
                                    amount had, during the period of
                                    non-payment, constituted a Revolving
                                    Loan in the currency of the overdue
                                    amount for such successive Interest
                                    Periods of such duration as the
                                    Facility Agent may determine (each a
                                    "Designated Interest Period").

         (b)      The default rate will be determined:

                  (i)      if calculated by reference to the Swingline
                           Rate, on each day; or

                  (ii)     if calculated by reference to LIBOR on each
                           Business Day or the first day of, or two
                           Business Days before the first day of, the
                           relevant Designated Interest Period, as
                           appropriate.

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

         (d)      Default interest will be compounded monthly (if
                  calculated by reference to the Swingline Rate) or at the
                  end of each Designated Interest Period (if calculated by
                  reference to LIBOR).

10.5     Notification of rates of interest

         The relevant Agent shall promptly notify the Obligors' Agent and
         the relevant Banks of the determination of a rate of interest
         under this Agreement.

11.      OPTIONAL CURRENCIES

11.1     Selection

         (a)      The Obligors' Agent may select the currency of a
                  Revolving Loan in the relevant Request.

         (b)      The currency of each Loan must be US Dollars or an
                  Optional Currency.

         (c)      The Obligors' Agent may not choose a currency if as a
                  result the Revolving Loans would be denominated at any
                  one time in more than four currencies.

         (d)      The Facility Agent shall notify each Revolving Credit
                  Bank of the currency of each Revolving Loan, the
                  applicable Facility Agent's Spot Rate of Exchange and the
                  Original Dollar Amount promptly after they are
                  ascertained.

11.2     Revocation of currency

         If before 9.30 a.m. on any Rate Fixing Day, the Facility Agent
         receives notice from a Revolving Credit Bank that:-

         (a)      it is impracticable for it to fund its participation in a
                  Revolving Loan in the relevant Optional Currency during
                  that Interest Period in the ordinary course of business
                  in the London interbank market; and/or

         (b)      the use of the proposed Optional Currency might
                  contravene any law or regulation,

         the Facility Agent shall give notice to the Obligors' Agent and to
         the Revolving Credit Banks to that effect before 11.00 a.m. on
         that day. In this event:-

                  (i)      the Obligors' Agent and the Revolving Credit
                           Banks may agree that the drawdown will not be
                           made; or

                  (ii)     in the absence of agreement:

                           (1)      that Bank's participation in the Loan
                                    (or, if more than one Bank is similarly
                                    affected, those Banks' participations
                                    in the Loan) shall be treated as a
                                    separate Loan denominated in US Dollars
                                    during the relevant Interest Period;

                           (2)      in the definition of "LIBOR" (insofar
                                    as it applies to that Loan) in Clause
                                    1.1 (Definitions):

                                    (A)      there shall be substituted for
                                             the time "11.00 a.m." the time
                                             "1.00 p.m."; and

                                    (B)      paragraph (b) of that
                                             definition shall apply.

11.3     Amount of Optional Currencies

         (a)      If a Loan is to be drawn down in an Optional Currency,
                  the amount of each Bank's participation in that Loan will
                  be determined by converting into that Optional Currency
                  that Bank's participation in the Original Dollar Amount
                  of that Loan on the basis of the Facility Agent's Spot
                  Rate of Exchange two Business Days or, in the case of a
                  Loan denominated in an Optional Currency, three Business
                  Days before its Drawdown Date.

         (b)      The Facility Agent shall notify the Banks and the
                  Obligors' Agent of Optional Currency amounts (and the
                  applicable Facility Agent's Spot Rate of Exchange)
                  promptly after they are ascertained.

12.      Payments

12.1     Place

         All payments by an Obligor or a Bank under the Finance Documents
         shall be made to the Facility Agent or (if the payment relates to
         the Swingline Facility) the Swingline Agent to its account at such
         office or bank in the principal financial centre of the country of
         the relevant currency (or, in the case of Euros, in the principal
         financial centre of a Participating Member State or London) as it
         may notify to that Obligor or that Bank for this purpose.
         Notwithstanding the above, all payments by the Parent to the
         Arrangers under Clauses 22 (Fees) and 23 (Expenses) shall be made
         direct to the Arrangers in the manner agreed by the Arrangers and
         the Parent.

12.2     Funds

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

12.3     Distribution

(a)      Each payment received by an Agent under the Finance Documents for
         another Party shall, subject to paragraphs (b) and (c) below, be
         made available by that Agent to that Party by payment (on the date
         and in the currency and funds of receipt) to its account with such
         office or bank in the principal financial centre of the country of
         the relevant currency (or, in the case of Euros, in the principal
         financial centre of a Participating Member State or London) as it
         may notify to that Agent for this purpose by not less than five
         Business Days' prior notice.

(b)      Each Agent may apply any amount received by it for an Obligor in
         or towards payment (on the date and in the currency and funds of
         receipt) of any amount due from an Obligor under the Finance
         Documents or in or towards the purchase of any amount of any
         currency to be so applied.

(c)      Where a sum is to be paid to an Agent under the Finance Documents
         for another Party, that Agent is not obliged to pay that sum to
         that Party until it has established that it has actually received
         that sum. Each Agent may, however, assume that the sum has been
         paid to it in accordance with this Agreement, and, in reliance on
         that assumption, make available to that Party a corresponding
         amount. If the sum has not been made available but an Agent has
         paid a corresponding amount to another Party, that Party shall
         forthwith on demand by that Agent refund the corresponding amount
         together with interest on that amount from the date of payment to
         the date of receipt, calculated at a rate determined by the
         relevant Agent to reflect its cost of funds.

12.4     Currency

         (a)      A repayment or prepayment of a Loan or any part of a Loan
                  is payable in the currency in which the Loan is
                  denominated on its due date.

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

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

         (d)      Any other amount payable under the Finance Documents is,
                  except as otherwise provided in the Finance Documents,
                  payable in US Dollars.

12.5     Set-off and counterclaim

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

12.6     Non-Business Days

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

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

12.7     Partial payments

         (a)      If the Facility Agent receives a payment insufficient to
                  discharge all the amounts then due and payable by the
                  Borrowers under the Finance Documents, the Facility Agent
                  shall apply that payment towards the obligations of the
                  Borrowers under the Finance Documents in the following order:-

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

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

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

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

         (b)      If the Swingline Agent receives a payment insufficient to
                  discharge all the amounts then due and payable by the
                  Borrowers to the Swingline Banks under this Agreement,
                  the Swingline Agent shall apply that payment towards the
                  obligations of the Borrowers under the Finance Documents
                  in respect of the Swingline Facility in the following
                  order:-

                  (i)      first, in or towards payment pro rata of any
                           unpaid fees, costs and expenses of the Swingline
                           Agent under the Finance Documents;

                  (ii)     secondly, in or towards payment pro rata of any
                           accrued interest on a Swingline Loan due but
                           unpaid under this Agreement; and

                  (iii)    thirdly, in or towards payment pro rata of the
                           principal of any Swingline Loan due but unpaid
                           under this Agreement.

         (c)      The relevant Agent shall, if so directed by all the Banks
                  in the case of paragraph (a) above or all the Swingline
                  Banks in the case of paragraph (b) above, vary the order
                  set out in sub-paragraphs (a)(ii) to (iv) above or
                  (b)(ii) and (iii) above, as appropriate.

         (d)      Paragraphs (a), (b) and (c) above will override any
                  appropriation made by any Borrower.

13.      TAXES

13.1     Gross-up

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

13.2     Tax receipts

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

13.3     Tax indemnity

         (a)      Without prejudice to the provisions of Clause 13.1
                  (Gross-up), if any Bank, the Facility Agent or the
                  Swingline Agent on its behalf is required to make any
                  payment on account of a Nonexcluded Tax on or in relation
                  to any amounts paid or payable from any Obligor under the
                  Finance Documents (including, without limitation, any sum
                  received or receivable under this Clause 13) or any such
                  liability in respect of any such payment is asserted,
                  imposed, levied or assessed against such Bank, Facility
                  Agent or Swingline Agent on its behalf, such Obligor
                  shall, upon demand of the Facility Agent, promptly
                  indemnify such Bank, the Facility Agent or Swingline
                  Agent against such payment or liability, together with
                  any interest, penalties and expenses payable or incurred
                  in connection therewith, except and to the extent that:

                  (i)      such liability or interest, penalties or
                           expenses arises as a result of failure by such
                           Bank, Facility Agent or Swingline Agent to make
                           any payment by the latest date legally
                           permitted; or

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

         (b)      For the purposes of paragraph (a) above, "Nonexcluded
                  Tax" shall mean all taxes (including withholding taxes

collected at source of payment) other than:

(i) taxes imposed on net income;

(ii) taxes imposed by the jurisdiction in which the Bank, Facility Agent or Swingline Agent is organised by virtue of such party being organised in such jurisdiction; and

(iii) taxes imposed by the jurisdiction in which the

                           Bank, Facility Agent or Swingline Agent is
                           located or doing business by virtue of such
                           party being so located or doing business.

13.4     Indemnity claims

         A party intending to make a claim pursuant to Clause 13.3 (Tax
         indemnity) shall, promptly upon becoming aware of the
         circumstances giving rise to such claim, notify the Facility Agent
         thereof, whereupon the Facility Agent shall notify the relevant
         Obligor thereof.

13.5     U.S. Taxation - delivery of forms and statements

(a)      Within 31 days after the date of this Agreement, each Bank shall
         submit to the Obligors' Agent duly completed and signed copies of
         either:

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

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

of the United States Internal Revenue Service.

(b) Any New Bank (as defined in Clause 28.2 (Transfers by the Bank)) shall comply with the provisions of paragraph (a) above within 31 days, or earlier if requested, of it becoming a New Bank under this Agreement.

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

(i) reasonably requested by an Obligor from that Bank (or New Bank); and/or

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

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

(e) If any Bank (or any New Bank) determines that it is unable to submit any form or certificate that it is obliged to submit pursuant to this Clause 13.5, or that any information or declaration contained in any such form or certificate previously submitted has either ceased or will cease to be true, accurate and complete in all respects, it shall promptly notify the Obligors' Agent and the Facility Agent of such fact.

14.1     Absence of quotations

         If LIBOR is to be determined by reference to the Reference Banks
         but a Reference Bank does not supply an offered rate by 11.30 a.m.
         on a Rate Fixing Day, the applicable LIBOR shall, subject to
         Clause 14.2 (Market disruption), be determined on the basis of the
         quotations of the remaining Reference Banks.

14.2     Market disruption

         If:-

         (a)      (i)      LIBOR is to be determined by reference to
                           the Reference Banks but no, or only one,
                           Reference Bank supplies a rate, by 11.30 a.m. on
                           a Rate Fixing Day; or

                  (ii)     the Facility Agent otherwise determines that
                           adequate and fair means do not exist for
                           ascertaining LIBOR; or

         (b)      the Facility Agent receives notification from Revolving
                  Credit Banks whose participations in a Revolving Loan
                  exceed 30 per cent. of that Loan that, in their opinion:-

                  (i)      matching deposits may not be available to them
                           in the London interbank market in the ordinary
                           course of business to fund their participations
                           in that Loan for the relevant Interest Period;
                           or

                  (ii)     the cost to them of obtaining matching deposits
                           in the London interbank market would be in
                           excess of LIBOR for the relevant Interest
                           Period,

         the Facility Agent shall promptly notify the Obligors' Agent and
         the Revolving Credit Banks of the fact and that this Clause 14 is
         in operation.

14.3     Substitute basis

         After any notification under Clause 14.2 (Market disruption), the
         relevant Loan shall not be made. However, within 5 Business Days
         of receipt of the notification, the Obligors' Agent and the
         Facility Agent shall enter into negotiations for a period of not
         more than 30 days with a view to agreeing a substitute basis for
         determining the rate of interest and/or funding applicable to the
         Loan and (to the extent required) any future Loans to be
         denominated in the currency of the affected Loan. Any substitute
         basis so agreed above shall be, with the prior consent of all the
         Banks, binding on all the Parties.

15.      INCREASED COSTS

15.1     Increased costs

         (a)      Subject to Clause 15.2 (Exceptions), the Parent shall
                  forthwith on demand by a Finance Party pay to that
                  Finance Party the amount of any increased cost incurred
                  by it or any of its Affiliates as a result of:

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

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

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

(b) In this Agreement "increased cost" means:

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

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

(iii) a reduction in any amount payable to a Finance

                           Party or any of its Affiliates or the effective
                           return to a Finance Party or any of its
                           Affiliates under this Agreement or (to the
                           extent that it is attributable to this
                           Agreement) on its capital; or

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

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

15.2     Exceptions

         Clause 15.1 (Increased costs) does not apply to any increased

cost:

(a) compensated for by the payment of the Mandatory Cost;

(b) compensated for by the operation of Clause 13 (Taxes); or

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

16. ILLEGALITY

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

(a) that Bank may notify the Obligors' Agent through the Facility Agent accordingly; and

(b) (i) each Borrower shall forthwith prepay the participations of that Bank and its Affiliated Bank (if any) in all the Loans made to it; and

(ii) the Commitments of that Bank and its Affiliated Bank (if any) shall forthwith be cancelled.

17.1     Guarantee

         The Parent irrevocably and unconditionally:

         (a)      as principal obligor guarantees to each Finance Party
                  prompt performance by each Borrower of all its
                  obligations under the Finance Documents;

         (b)      undertakes with each Finance Party that whenever a
                  Borrower does not pay any amount when due under or in
                  connection with any Finance Document, the Parent shall
                  forthwith on demand by an Agent pay that amount as if the
                  Parent instead of the Borrower were expressed to be the
                  principal obligor; and

         (c)      indemnifies each Finance Party on demand against any loss
                  or liability suffered by it if any obligation guaranteed
                  by the Parent is or becomes unenforceable, invalid or
                  illegal.

17.2     Continuing guarantee

         This guarantee is a continuing guarantee and will extend to the
         ultimate balance of all sums payable by the Borrowers under the
         Finance Documents, regardless of any intermediate payment or
         discharge in whole or in part. This guarantee is a guarantee of
         payment and not of collectibility.

17.3     Reinstatement

         (a)      Where any discharge (whether in respect of the
                  obligations of any Obligor or any security for those
                  obligations or otherwise) is made in whole or in part or
                  any arrangement is made on the faith of any payment,
                  security or other disposition which is avoided or must be
                  restored on insolvency, liquidation or otherwise without
                  limitation, the liability of the Parent under this Clause
                  17 shall continue as if the discharge or arrangement had
                  not occurred.

         (b)      Each Finance Party may concede or compromise any claim
                  that any payment, security or other disposition is liable
                  to avoidance or restoration.

17.4     Waiver of defences

         The obligations of the Parent under this Clause 17 will not be
         affected by an act, omission, matter or thing which, but for this
         provision, would reduce, release or prejudice any of its
         obligations under this Clause 17 or prejudice or diminish those
         obligations in whole or in part, including (whether or not known
         to it or any Finance Party):

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

         (b)      the release of any Obligor or any other person under the
                  terms of any composition or arrangement with any
                  creditors of any member of the Group;

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

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

         (e)      any variation (however fundamental) or replacement of a
                  Finance Document or any other document or security so
                  that references to that Finance Document in this Clause
                  17 shall include each variation or replacement;

         (f)      any unenforceability, illegality or invalidity of any
                  obligation of any person under any Finance Document or
                  any other document or security, to the intent that the
                  Parent's obligations under this Clause 17 shall remain in
                  full force and its guarantee be construed accordingly, as
                  if there were no unenforceability, illegality or
                  invalidity; or

         (g)      any postponement, discharge, reduction, non-provability
                  or other similar circumstance affecting any obligation of
                  any Borrower under a Finance Document resulting from any
                  insolvency, liquidation or dissolution proceedings or
                  from any law, regulation or order so that each such
                  obligation shall for the purposes of the Parent's
                  obligations under this Clause 17 be construed as if there
                  were no such circumstance.

17.5     Immediate recourse

         The Parent waives any right it may have of first requiring any
         Finance Party (or any trustee or agent on its behalf) to proceed
         against or enforce any other rights or security or claim payment
         from any person before claiming from that Parent under this Clause 17.

17.6     Appropriations

         Until all amounts which may be or become payable by the Obligors
         under or in connection with the Finance Documents have been
         irrevocably paid in full, each Finance Party (or any trustee or
         agent on its behalf) may:

         (a)      refrain from applying or enforcing any other moneys,
                  security or rights held or received by that Finance Party
                  (or any trustee or agent on its behalf) in respect of
                  those amounts, or apply and enforce the same in such a
                  manner and order as it sees fit (whether against those
                  amounts or otherwise) and the Parent shall not be
                  entitled to the benefit of the same; and

         (b)      hold in a suspense account any moneys received from the
                  guarantor or on account of the guarantor's liability
                  under this Clause 17, without liability to pay interest
                  on those moneys.

17.7     Non-competition

         Until all amounts which may be or become payable by the Borrowers
         under or in connection with the Finance Documents have been
         irrevocably paid in full, the Parent shall not, after a claim has
         been made or by virtue of any payment or performance by it under
         this Clause 17:

         (a)      be subrogated to any rights, security or moneys held,
                  received or receivable by any Finance Party (or any
                  trustee or agent on its behalf) or be entitled to any
                  right of contribution or indemnity in respect of any
                  payment made or moneys received on account of the
                  Parent's liability under this Clause 17;

         (b)      claim, rank, prove or vote as a creditor of any Borrower
                  or its estate in competition with any Finance Party (or
                  any trustee or agent on its behalf); or

         (c)      receive, claim or have the benefit of any payment,
                  distribution or security from or on account of any
                  Borrower, or exercise any right of set-off as against any
                  Borrower,

         unless the Facility Agent otherwise directs. The Parent shall hold
         in trust for and forthwith pay or transfer to the Facility Agent
         for the Finance Parties any payment or distribution or benefit of
         security received by it contrary to this Clause 17.7 or as
         directed by the Facility Agent.

17.8     Additional security

         This guarantee is in addition to and is not in any way prejudiced
         by any other security now or subsequently held by any Finance
         Party.

17.9     Consideration and enforceability

(a)      The Parent represents warrants and agrees that:

                  (i)      it will receive valuable direct and indirect
                           benefits as a result of the transactions
                           financed by the Loans; and

                  (ii)     these benefits will constitute "reasonably
                           equivalent value" and "fair consideration" as
                           those terms are used in the fraudulent transfer
                           laws.

         (b)      The Parent acknowledges and agrees that the Finance
                  Parties have acted in good faith in connection with the
                  guarantee granted under this Clause 17, and the
                  transactions contemplated by this Agreement.

         (c)      This Clause 17 shall be enforceable against the Parent to
                  the maximum extent permitted by the fraudulent transfer
                  laws.

         (d)      The Parent's liability under this Clause 17 shall be
                  limited so that no obligation of, or transfer by, the
                  Parent under this Clause 17 is subject to avoidance and
                  turnover under the fraudulent transfer laws.

         (e)      For the purposes of this Clause, "fraudulent transfer
                  laws" means applicable United States bankruptcy and state
                  fraudulent transfer and conveyance statutes and the
                  related case law.

18.      REPRESENTATIONS AND WARRANTIES

18.1     Representations and warranties

         Each Obligor makes the representations and warranties set out in
         this Clause 18 to each Finance Party.

18.2     Status

         (a)      It is a limited liability company, duly incorporated and
                  validly existing under the laws of the jurisdiction of
                  its incorporation; and

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

18.3     Powers and authority

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

18.4     Legal validity

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

18.5     Non-conflict

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

         (a)      conflict with any law or regulation or judicial or
                  official order; or

         (b)      conflict with the constitutional documents of any
                  Obligor; or

         (c)      conflict with any document which is binding upon any
                  Obligor or any asset of any Obligor.

18.6     No default

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

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

18.7     Authorizations

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

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

18.8     Accounts

         (a)      In the case of the Parent, the audited consolidated
                  accounts of the Group most recently delivered to the
                  Facility Agent (which, at the date of this Agreement, are
                  the Original Group Accounts):

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

                  (ii)     fairly represent the consolidated financial
                           condition of the Group as at the date to which
                           they were drawn up,

         and there has been no material adverse change in the consolidated
         financial condition of the Group since the date to which those
         accounts were drawn up.

         (b)      In the case of each Borrower other than the Parent, its
                  audited accounts most recently delivered to the Facility
                  Agent:

                  (i)      have been prepared in accordance with accounting
                           principles and practices generally accepted in
                           the jurisdiction of its incorporation
                           consistently applied; and

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

         and there has been no material adverse change in the financial
         condition of that Borrower since the date to which those accounts
         were drawn up.

18.9     Litigation

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

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

18.10    Information Memorandum


         (a)      The information contained in the Information Memorandum
                  was true in all respects as at its date;

         (b)      the Information Memorandum did not omit as at that date
                  any information which, if disclosed, might adversely
                  affect the decision of a person considering whether to
                  enter into this Agreement; and

         (c)      as at the date of this Agreement, nothing has occurred
                  since the date of the Information Memorandum which
                  renders the information contained in it untrue or
                  misleading in any respect and which, if disclosed, might
                  adversely affect the decision of a person considering
                  whether to enter into this Agreement.

18.11    Taxes on payments

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

18.12    No immunity

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

18.13    Pari passu ranking

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

18.14    Winding up: re-organisation, etc.

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

18.15    Environmental Law

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

18.16    ERISA

         Each Plan of the Obligors and their respective ERISA Affiliates
         complies in all material respects with all applicable requirements
         of law and regulation. No Reportable Event has occurred with
         respect to any Plan which might have a material adverse effect,
         and no steps have been taken to terminate any Plan. No Obligor or
         any Subsidiary or ERISA Affiliate of an Obligor has had a complete
         or partial withdrawal from any Multiemployer Plan or initiated any
         steps to do so.

18.17    Investment Company Act

         No Obligor is an "investment company" or a company "controlled" by
         an "investment company", within the meaning of the United States
         Investment Company Act of 1940, as amended.

18.18    Public Utility Holding Company and Federal Power Act

         No Obligor is a "holding company", or an "affiliate" of a "holding
         company" or a "subsidiary company" of a "holding company", within
         the meaning of, or otherwise subject to regulation under, the
         United States Public Utility Holding Company Act of 1935, as
         amended. No Obligor is a "public utility" within the meaning of,
         or otherwise subject to regulation under, the United States
         Federal Power Act.

18.19    Other regulation

         No Obligor is subject to regulation under any United States
         Federal or State statute or regulation that limits its ability to
         incur or guarantee indebtedness.

18.20    Margin Stock


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

         (b)      No Obligor is engaged in the business of extending credit
                  for the purpose of purchasing or carrying margin stock
                  (within the meaning of Regulations U and X of the Board
                  of Governors of the United States Federal Reserve System).

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

18.21    Solvency

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

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

(c) For purposes of this Clause:

(i) "debt" means any liability on a claim;

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

(iii) terms used in this Clause shall be construed in

                           accordance with the applicable United States
                           bankruptcy and New York fraudulent conveyance
                           statutes and the related case law.

18.22    Stamp duties

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

18.23    No Security Interests

         Other than as permitted by the provisions of Clause 19.8 (Negative
         pledge), no Security Interest exists over all or any of its
         present or future revenues or assets.

18.24    Times for making representations and warranties

The representations and warranties set out in this Clause 18:

(a) are made on the date of this Agreement; and

(b) (with the exception of Clause 18.10 (Information Memorandum)) are deemed to be repeated by each Obligor on the date of each Request and the first day of each Interest Period with reference to the facts and circumstances then existing.

19.1     Duration

         The undertakings in this Clause 19 remain in force from the date
         of this Agreement for so long as any amount is or may be
         outstanding under this Agreement or any Commitment is in force.

19.2     Financial information

         The Parent shall supply to the Facility Agent in sufficient copies
         for all the Banks:

         (a)      as soon as the same are available (and in any event
                  within 180 days of the end of each of its financial
                  years):

                  (i)      its audited consolidated accounts for that
                           financial year; and

                  (ii)     the audited accounts of each Borrower for that
                           financial year;

         (b)      as soon as the same are available (and in any event
                  within 90 days of the end of the first half-year of each
                  of its financial years):

                  (i)      its unaudited consolidated accounts for that
                           half-year; and

                  (ii)     the unaudited accounts of Autoliv ASP, Inc. for
                           that half-year.

         (c)      as soon as the same are available (and in any event
                  within 60 days of the end of each financial quarter):

                  (i)      its unaudited consolidated accounts for that
                           financial quarter; and

                  (ii)     the unaudited accounts of Autoliv ASP, Inc. for
                           that financial quarter.

19.3     Information - miscellaneous

         Each Obligor shall supply to the Facility Agent:

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

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

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

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

19.4     Notification of Default

         Each Obligor shall notify the Facility Agent of any Default (and
         the steps, if any, being taken to remedy it) promptly upon its
         occurrence.

19.5     Compliance certificates

         The Parent shall supply to the Facility Agent:

         (a)      together with the accounts specified in Clause 19.2(a)(i)
                  (Financial information); and

         (b)      promptly at any other time, if the Facility Agent so requests,

         a certificate signed by two of its senior officers on its behalf
         certifying that no Default is outstanding or, if a Default is
         outstanding, specifying the Default and the steps, if any, being
         taken to remedy it.

19.6     Authorizations

         Each Obligor shall promptly:

         (a)      obtain, maintain and comply with the terms of; and

         (b)      supply certified copies to the Facility Agent of,

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

19.7     Pari passu ranking

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

19.8     Negative pledge

         (a)      No Obligor shall, and the Parent shall procure that no
                  other member of the Group will, create or permit to
                  subsist any Security Interest on any of its assets (other
                  than Unrestricted Margin Stock).

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

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

(ii) any Security Interest disclosed in writing to the Facility Agent prior to the execution of this Agreement which secures Financial Indebtedness outstanding at the date of this Agreement;

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

(iv) any Security Interest existing at the time of acquisition on or over any asset acquired by a member of the Group after the date of this Agreement which was not created in contemplation of or in connection with that acquisition, provided that the principal amount secured by such Security Interest and outstanding at the time of acquisition is not subsequently increased and the Security Interest is discharged within 3 months;

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

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

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

(C) the Security Interest is discharged within 3 months;

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

(vii) any other Security Interest provided that at the time that the Security Interest is created, the aggregate amount of indebtedness secured by all Security Interests permitted under this Clause
19.8(b)(vii) (other than those permitted by sub-paragraphs 19.8(b)(i) - (vi) above), when taken together with the aggregate value of financing raised or the amount involved in the financing of an asset in transactions described in Clause 19.9 (Transactions similar to security), does not exceed 5 per cent. of the book value of the consolidated total assets of the Group, as determined by reference to the most recent consolidated accounts of the Group delivered pursuant to Clause 19.2 (Financial Information).

19.9 Transactions similar to security

(a) No Obligor shall, and the Parent shall procure that no other Material Subsidiary will:

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

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

in each case, in circumstances where the transaction is entered into primarily as a method of raising finance or of financing the acquisition of an asset, save where the aggregate of (a) financing raised or the amount involved in the financing of the acquisition of an asset in transactions described in this Clause 19.9 (Transactions similar to security) and (b) the Security Interests permitted by Clause 19.8(vii) (Negative pledge), does not exceed 5 per cent. of the book value of the consolidated total assets of the Group, as determined by reference to the most recent consolidated accounts of the Group delivered pursuant to Clause
19.2 (Financial Information).

         (b)      Paragraph (a) above does not apply to Unrestricted Margin
                  Stock.

19.10    Disposals

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

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

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

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

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

                  (iv)     disposals made with the prior written consent of
                           the Majority Banks; or

                  (v)      any disposal of assets from:

                           (A)      an Obligor to another Obligor; or

                           (B)      a Material Subsidiary (other than an
                                    Obligor) to an Obligor or another
                                    Material Subsidiary; or

                           (C)      any other Subsidiary of the Parent to
                                    any member of the Group,

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

19.11    Change of business

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

19.12    Mergers

         The Parent shall not finalise or effectuate any amalgamation,
         demerger, merger or reconstruction.

19.13    Insurances

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

19.14    Third party guarantees

         No Obligor shall, and will ensure that no other member of the
         Group shall, without the prior consent of the Majority Banks,
         grant any guarantee, bond, indemnity, counter-indemnity or similar
         instrument in respect of any material obligation of a person other
         than a member of the Group, save for:

         (a)      on the terms of the Finance Documents; or

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

19.15    Environmental Matters

         Each Obligor that directly or indirectly owns, leases, occupies or
         uses real property in the United States shall, in all material
         respects, comply with:

         (a)      all applicable Environmental Law; and

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

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

19.16    Notice requirements

         Each Obligor will give the Facility Agent prompt notice of the
         occurrence of any of the following events:

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

         (b)      any Environmental Claim or any other claim, notice or
                  other communication served on it in respect of any
                  alleged breach of any Environmental Law or Environmental
                  License which might have a material adverse effect;

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

         (d)      any Reportable Event;

         (e)      termination of any Plan maintained or contributed by the
                  Obligor or any ERISA Affiliate or any action that might
                  result in termination; or

         (f)      complete or partial withdrawal from any Multiemployer
                  Plan by the Obligor or any ERISA Affiliate or any action
                  that might result in complete or partial withdrawal.

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

19.17    Investment Company Act

         No Obligor will, either by act or omission, become, or permit any
         other Obligor to become, an "investment company" or a company
         "controlled" by an "investment company", within the meaning of the
         United States Investment Company Act of 1940, as amended.

19.18    Public utility status

         No Obligor will, either by act or omission, become or permit any
         other Obligor or, as a result of its obligations under this
         Agreement, the Bank to become subject to regulation under the
         United States Public Utility Holding Company Act of 1935, as
         amended, or the United States Federal Power Act.

19.19    ERISA

         No Obligor will take any action or omit to take any action or
         permit any Subsidiary or ERISA Affiliate to take any action or
         omit to take any action with respect to any Plan that might result
         in the imposition of a lien or other Security Interest on any
         property of the Obligor or any Subsidiary or otherwise have a
         material adverse effect.

19.20    Margin Stock


         The Obligors will use the proceeds of the Loans only for the
         purpose described in Clause 3 (Purpose). No Obligor will engage in
         the business of extending credit for the purpose of purchasing or
         carrying margin stock (within the meaning of Regulations U and X
         issued by the Board of Governors of the United States Federal
         Reserve System). The Obligors shall procure that none of the
         proceeds of the Loans will be used for any purpose that will
         violate or result in the violation of Section 7 of the Securities
         Exchange Act of 1934 (or any regulations issued pursuant thereto,
         including, without limitation, Regulations T, U and X). If
         requested by the Facility Agent, the Obligors' Agent will furnish
         to the Facility Agent in connection with any Loan hereunder a
         statement in conformity with the requirements of Federal Reserve
         Form U-1 referred to in Regulation U.

19.21    Solvency

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

19.22    Financial covenants

         (A)      In this Clause 19.22:

         "Balance Sheet"

         means, at any time, the balance sheet forming part of the latest
         consolidated accounts of the Group (whether audited or unaudited)
         delivered to the Facility Agent under Clause 19.2 (Financial
         information) at that time;

         "Balance Sheet Date"

         means the date as at which a Balance Sheet is drawn up;

         "Borrowings"

         means:

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

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

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

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

                  (v)      any fixed or minimum premium payable on the
                           repayment or redemption of any instrument
                           referred to in sub-paragraph (ii) above; and

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

         For the avoidance of doubt, the amount of any provision for
         pension liabilities made in the accounts delivered in accordance
         with Clause 19.2 (Financial information) shall not constitute
         Borrowings for the purposes of this definition;

         "EBITDA"

         means, in respect of any period, the consolidated pre-taxation
         income of the Group, before depreciation, amortisation and
         Interest Expense for that period;

         "Interest Bearing Liabilities"

         means the amount of all liabilities of the Group which would, in
         accordance with U.S. Accounting Requirements, be classified as
         interest bearing liabilities (including, without limitation,
         pension liabilities, but excluding capitalised leasing obligations
         which would not constitute interest bearing liabilities on the
         basis of Reference Accounting Requirements);

         "Interest Expense"

         means, during any period ending on the date as at which a Balance
         Sheet is drawn up, the consolidated amount of interest expense of
         the Group during that period in accordance with Accounting
         Requirements, as shown in the Statement of Income delivered with
         that Balance Sheet, but in the case of a Statement of Income
         delivered under Clause 19.2(b) or (c) (Financial information) for
         an interim period, after adding:

                  (i)      interest expense of the Group for the
                           immediately preceding financial year of the
                           Group; less;

                  (ii)     interest expense of the Group for the
                           corresponding interim period during that
                           preceding financial year of the Group;

         "Liquid Investments"

         means the aggregate amount of:

         (a)      any credit balances on any bank or other deposit, savings
                  or current account of a member of the Group;

(b) cash in hand of a member of the Group; and

(c) marketable securities beneficially held by a member of the Group;

"Net Interest Bearing Debt"

means Interest Bearing Liabilities less Liquid Investments;

"Operating Profit"

means, during any period ending on the date as at which a Balance Sheet is drawn up, the consolidated revenues of the Group during that period less operating costs and less any depreciation, but before amortisation of intangibles (primarily goodwill), as shown in the Statement of Income delivered with that Balance Sheet as operating profit, but in the case of a Statement of Income delivered under Clause 19.2(b) or (c) (Financial information) for an interim period, after adding:

(i) Operating Profit of the Group for the immediately preceding financial year of the Group; less

(ii) Operating Profit of the Group for the corresponding interim period during that preceding financial year of the Group;

"Reference Accounting Requirements"

means the U.S. GAAP as applied to and used in connection with the Original Group Accounts.

"Statement of Income"

means at any time, the profit and loss account forming part of the latest consolidated accounts of the Group (whether audited or unaudited) delivered to the Agent under Clause 19.2 (Financial information) at that time;

"Subsidiary Borrowings"

means, at any time, the aggregate amount of all Borrowings of the Parent's Subsidiaries (other than the Borrowers) at that time (without double counting in relation to intra-Group Borrowings or guarantees given by one Subsidiary in relation to the Borrowings of another);

(B) Each calculation to be made for the purposes of this Clause 19.22 shall be made on the following basis:

(a) figures shall be expressed in US Dollars and, where any currency has to be converted into US Dollars for this purpose, such conversion shall be made at the rate of exchange applied in the relevant financial accounts delivered under Clause 19.2 (Financial information);

(b) figures shall be taken from the most recent financial accounts delivered under Clause 19.2 (Financial information) or, as the case may be, the financial accounts delivered under that Clause relevant to the period or date in question, but shall be adjusted to remove any material inconsistencies between the figures contained in the Balance Sheet or (as the case may be) Statement of Income and the figures that would have been contained in that Balance Sheet (including notes thereto) or Statement of Income if it had been drawn up using Reference Accounting Requirements.

(C) The Parent shall procure that:

(a) the ratio of (i) Operating Profit to (ii) Interest Expense during the period of 12 months ending on a Balance Sheet Date, shall not at any time be less than 3.0 to 1.0;

(b) the ratio of Net Interest Bearing Debt (on any Balance Sheet Date) to EBITDA (for the period of 12 months ending on the same Balance Sheet Date) shall not be greater than 2.5 to 1.0;

(c) Subsidiary Borrowings shall at no time exceed US$150,000,000.

20.      Default

20.1     Events of Default

         Each of the events set out in this Clause 20 is an Event of
         Default (whether or not caused by any reason whatsoever outside
         the control of an Obligor or any other person).

20.2     Non-payment

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

20.3     Breach of other obligations

         An Obligor does not comply with any provision of the Finance
         Documents (other than those referred to in Clause 20.2
         (Non-payment)), provided that, if such non-compliance is capable
         of remedy, such non-compliance remains unremedied for a period of
         14 days.

20.4     Misrepresentation

         A representation, warranty or statement made or deemed to be made
         or repeated in or in connection with any Finance Document or in
         any document delivered by or on behalf of an Obligor under or in
         connection with any Finance Document is incorrect in any material
         respect when made or deemed to be made or repeated.

20.5     Cross-default

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

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

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

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

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

         Provided that no Event of Default shall occur under this Clause
         20.5 unless the aggregate amount of all the Financial Indebtedness
         with respect to which an event or events under paragraphs (a) to
         (e) (inclusive) above occurs or occur is at least US$20,000,000
         (or its equivalent in other currencies).

20.6     Insolvency

         (a)      An Obligor or any Material Subsidiary is, or is deemed
                  for the purposes of any law to be, unable to pay its
                  debts as they fall due or to be insolvent, or admits
                  inability to pay its debts as they fall due; or

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

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

20.7     Insolvency proceedings

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

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

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

         (d)      an order for the winding-up or administration of an
                  Obligor or any Material Subsidiary is made; or

         (e)      any other step (including petition, proposal or convening
                  a meeting) is taken with a view to the rehabilitation,
                  administration, custodianship, liquidation, winding-up or
                  dissolution of an Obligor or any Material Subsidiary or
                  any other insolvency proceedings involving an Obligor or
                  any Material Subsidiary.

20.8     Appointment of receivers and managers

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

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

         (c)      any other steps are taken to enforce any Security
                  Interest over any part of the assets of an Obligor or any
                  Material Subsidiary.

20.9     Creditors' process

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

20.10    Analogous proceedings

         There occurs, in relation to an Obligor or any Material
         Subsidiary, any event anywhere which appears to correspond with
         any of those mentioned in Clauses 20.6 (Insolvency) to 20.9
         (Creditors process) (inclusive).

20.11    Cessation of business

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

20.12    Material adverse change

         Any event or series of events occurs which, in the reasonable
         opinion of the Majority Banks, could reasonably be expected to
         have a material adverse effect.

20.13    U.S. Bankruptcy Laws

         (a)      Any Obligor makes a general assignment for the benefit of
                  creditors; or

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

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

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

20.14    ERISA

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

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

20.15    Acceleration

         (a)      Upon the occurrence of an Event of Default described in
                  Clause 20.13 (U.S. Bankruptcy Laws):

                  (i)      the Total Commitments will immediately
                           terminate; and

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

         (b)      On and at any time after the occurrence of an Event of
                  Default (other than an Event of Default described in
                  Clause 20.13 (U.S. Bankruptcy Laws)) the Facility Agent
                  may, and shall if so directed by the Majority Banks, by

notice to the Obligors' Agent:

(a) cancel the Total Commitments; and/or

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

(c) demand that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Facility Agent acting on the instructions of the Majority Banks.

21.1     Appointment and duties of the Agents

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

         (b)      Each Swingline Bank irrevocably appoints the Swingline
                  Agent to act as its agent under this Agreement in
                  connection with the Swingline Facility.

         (c)      Each Party appointing an Agent irrevocably authorizes
                  that Agent on its behalf to:

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

                  (ii)     execute each Finance Document expressed to be
                           executed by that Agent on that Party's behalf.

         (d)      An Agent has only those duties which are expressly
                  specified in this Agreement. Those duties are solely of a
                  mechanical and administrative nature.

21.2     Role of the Arrangers

         Except as specifically provided in this Agreement, no Arranger has
         any obligations of any kind to any other Party under or in
         connection with any Finance Document.

21.3     Relationship

         The relationship between an Agent and the other Finance Parties is
         that of agent and principal only. Nothing in this Agreement
         constitutes an Agent as trustee or fiduciary for any other Party
         or any other person and an Agent need not hold in trust any moneys
         paid to it for a Party or be liable to account for interest on
         those moneys.

21.4     Majority Banks' instructions

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

         (b)      No Agent is authorized to act on behalf of a Bank
                  (without first obtaining that Bank's consent) in any
                  legal or arbitration proceedings relating to any Finance
                  Document.

21.5     Delegation

         Each Agent may act under the Finance Documents through its
         personnel and agents.

21.6     Responsibility for documentation

         Neither of the Agents or the Arrangers is responsible to any other
         Party for:-

         (a)      the execution, genuineness, validity, enforceability or
                  sufficiency of any Finance Document or any other
                  document;

         (b)      the collectability of amounts payable under any Finance
                  Document; or

         (c)      the accuracy of any statements (whether written or oral)
                  made in or in connection with any Finance Document
                  (including the Information Memorandum).

21.7     Default

         (a)      No Agent is obliged to monitor or enquire as to whether
                  or not a Default has occurred. No Agent will be deemed to
                  have knowledge of the occurrence of a Default. However,
                  if an Agent receives notice from a Party referring to
                  this Agreement, describing the Default and stating that
                  the event is a Default, it shall promptly notify the
                  Banks.

         (b)      Each Agent may require the receipt of security
                  satisfactory to it, whether by way of payment in advance
                  or otherwise, against any liability or loss which it will
                  or may incur in taking any proceedings or action arising
                  out of or in connection with any Finance Document before
                  it commences those proceedings or takes that action.

21.8     Exoneration

         (a)      Without limiting paragraph (b) below, no Agent will be
                  liable to any other Party for any action taken or not
                  taken by it under or in connection with any Finance
                  Document, unless directly caused by its gross negligence
                  or wilful misconduct.

         (b)      No Party may take any proceedings against any officer,
                  employee or agent of an Agent in respect of any claim it
                  might have against that Agent or in respect of any act or
                  omission of any kind (including gross negligence or
                  wilful misconduct) by that officer, employee or agent in
                  relation to any Finance Document. Any officer, employee
                  or agent of an Agent may rely on this subclause and
                  enforce its terms under the Contracts (Rights of Third
                  Parties) Act 1999.

21.9     Reliance

         In the absence of manifest error or fraud, each Agent may:-

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

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

         (c)      engage, pay for and rely on legal or other professional
                  advisers selected by it (including those in that Agent's
                  employment and those representing a Party other than that
                  Agent).

21.10    Credit approval and appraisal

         Without affecting the responsibility of any Borrower for
         information supplied by it or on its behalf in connection with any
         Finance Document, each Bank confirms that it:-

         (a)      has made its own independent investigation and assessment
                  of the financial condition and affairs of each Borrower
                  and its related entities in connection with its
                  participation in this Agreement and has not relied
                  exclusively on any information provided to it by any
                  Agent or any Arranger in connection with any Finance
                  Document; and

         (b)      will continue to make its own independent appraisal of
                  the creditworthiness of each Borrower and its related
                  entities while any amount is or may be outstanding under
                  the Finance Documents or any Commitment is in force.

21.11    Information

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

         (b)      The Facility Agent shall promptly supply a Bank with a
                  copy of each document received by the Facility Agent
                  under Clause 4 (Conditions Precedent), upon the request
                  and at the expense of that Bank.

         (c)      Except where this Agreement specifically provides
                  otherwise, the Facility Agent is not obliged to review or
                  check the accuracy or completeness of any document it
                  forwards to another Party.

(d) Except as provided above, no Agent has any duty:-

(i) either initially or on a continuing basis to provide any Bank with any credit or other information concerning the financial condition or affairs of any Borrower or of its related entities, whether coming into its possession before, on or after the date of this Agreement; or

(ii) unless specifically requested to do so by a Bank in accordance with a Finance Document, to request any certificates or other documents from any Borrower.

21.12 The Agents and the Arrangers individually

(a) If it is also a Bank, each of the Agents and each of the Arrangers has the same rights and powers under this Agreement as any other Bank and may exercise those rights and powers as though it were not an Agent or an Arranger.

(b) Each Agent and each Arranger may:-

(i) carry on any business with a Borrower or its related entities;

(ii) act as agent or trustee for, or in relation to any financing involving, a Borrower or its related entities; and

(iii) retain any profits or remuneration in connection with its activities under this Agreement or in relation to any of the foregoing.

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

(d) Each Borrower irrevocably authorizes an Agent to disclose to the other Finance Parties any information which, in the opinion of that Agent, is received by it in its capacity as an Agent.

(e) An Agent may deduct from any amount received by it for the Banks pro rata any unpaid fees, costs and expenses of that Agent incurred by it in connection with the Finance Documents.

21.13 Indemnities

(a) Without limiting the liability of any Borrower under the Finance Documents, each Revolving Credit Bank shall forthwith on demand indemnify the Facility Agent, and each Swingline Bank shall forthwith on demand indemnify the Swingline Agent, for that Bank's proportion of any liability or loss incurred by the Facility Agent or the Swingline Agent in any way relating to or arising out of its acting as the Facility Agent or the Swingline Agent, except to the extent that the liability or loss arises directly from the relevant Agent's gross negligence or wilful misconduct.

(b) A Bank's proportion of the liability or loss set out in paragraph (a) above will be the proportion which the Original Dollar Amount of its participation in the Revolving Credit Loans (if any) bears to the Original Dollar Amount of all the Revolving Credit Loans on the date of the demand or, in the case of a Swingline Bank, the proportion which the participation in the Swingline Loans (if any) bear to all the Swingline Loans outstanding on the date of demand. However, if there are no such Loans outstanding on the date of demand, then the proportion will be the proportion which its Revolving Credit Commitment or Swingline Commitment bears to the Total Revolving Credit Commitments or the Total Swingline Commitments at the date of demand or, if the Total Revolving Credit Commitments or the Total Swingline Commitments have then been cancelled, bore to the Total Revolving Credit Commitments or the Total Swingline Commitments immediately before being cancelled.

21.14 Compliance

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

(b) Without limiting paragraph (a) above, no Agent need disclose any information relating to any Borrower or any of its related entities if the disclosure might, in the opinion of that Agent, constitute a breach of any law or regulation or any duty of secrecy or confidentiality or be otherwise actionable at the suit of any person.

21.15 Resignation of an Agent

         (a)      Notwithstanding its irrevocable appointment, an Agent may
                  resign by giving notice to the Banks and the Obligors'
                  Agent, in which case that Agent may forthwith appoint one
                  of its Affiliates as successor Agent or, failing that,
                  the Majority Banks may appoint a successor Agent.

         (b)      If the appointment of a successor Agent is to be made by
                  the Majority Banks but they have not, within 30 days
                  after notice of resignation, appointed a successor Agent
                  which accepts the appointment, the relevant Agent may
                  appoint a successor Agent.

         (c)      The resignation of an Agent and the appointment of any
                  successor Agent will both become effective only upon the
                  successor Agent notifying all the Parties that it accepts
                  its appointment. On giving the notification, the
                  successor Agent will succeed to the position of the
                  relevant Agent and the term "Facility Agent" or
                  "Swingline Agent" will mean the successor Agent.

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

         (e)      Upon its resignation becoming effective, this Clause 21
                  shall continue to benefit the retiring Agent in respect
                  of any action taken or not taken by it under or in
                  connection with the Finance Documents while it was an
                  Agent, and, subject to paragraph (d) above, it shall have
                  no further obligations under any Finance Document.

         (f)      The Majority Banks may, by notice to an Agent, require it
                  to resign in accordance with paragraph (a) above. In this
                  event, that Agent shall resign in accordance with
                  paragraph (a) above but it shall not be entitled to
                  appoint one of its Affiliates as successor Agent.

21.16    Banks

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

         (b)      Each Bank, on the date on which it becomes a party to
                  this Agreement, represents to the Facility Agent that it
                  is:

                  (i)      either:

                           (A)      not resident in the United Kingdom for
                                    United Kingdom tax purposes; or

                           (B)      a "bank" as defined in section 840A of
                                    the Income and Corporation Taxes Act
                                    1988 and resident in the United
                                    Kingdom; and

                  (ii)     beneficially entitled to the principal and
                           interest payable by the Facility Agent to it
                           under this Agreement,

                  and shall forthwith notify the Facility Agent if either
                  representation ceases to be correct.

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

21.17    Extraordinary management time and resources

         The Parent shall forthwith on demand pay each Agent for the
         reasonable cost of utilising its management time or other
         resources in connection with:-

         (a)      any amendment, waiver, consent or suspension of rights
                  (or any proposal for any of the foregoing) requested by
                  or on behalf of an Obligor and relating to a Finance
                  Document or a document referred to in any Finance
                  Document; or

(b) the occurrence of a Default; or

(c) the enforcement of, or the preservation of any rights under, any Finance Document.

Any amount payable to an Agent under this Clause will be calculated on the basis of such reasonable daily or hourly rates as that Agent may notify to the Obligors' Agent, and is in addition to any fee paid or payable to an Agent under Clause 22 (Fees).

22.1     Arrangement fee

         The Parent shall within five Business Days of the date of this
         Agreement pay to the Arrangers an arrangement fee in the amount
         agreed in the Fee Letter between the Arranger and the Obligors.
         This fee shall be distributed by the Arrangers among the Banks in
         accordance with the arrangements agreed by the Arrangers with the
         Banks prior to the date of this Agreement.

22.2     Facility Agent's fee

         The Parent shall pay to the Facility Agent for its own account an
         agency fee in the amount agreed in the Fee Letter between the
         Facility Agent and the Obligors. The agency fee is payable
         annually in advance. The first payment of this fee is payable
         within five Business Days of the date of this Agreement and each
         subsequent payment is payable on each anniversary of the date of
         this Agreement for so long as any amount is or may be outstanding
         under this Agreement or any Commitment is in force.

22.3     Commitment fee

         (a)      The Parent shall pay to the Facility Agent for each
                  Revolving Credit Bank a commitment fee in US Dollars
                  computed at the rate of:

                  (i)      0.1 per cent. per annum on the undrawn,
                           uncancelled amount of that Bank's Facility A
                           Commitment; and

                  (ii)     40 per cent. per annum of the applicable Margin
                           on the undrawn, uncancelled amount of that
                           Bank's Facility B Commitment.

                  The Commitment fee will be payable on each day on which
                  any Commitment is in force. For this purpose Loans shall
                  be taken at their Original Dollar Amount.

         (b)      Commitment fee shall be payable quarterly in arrear from
                  the date of this Agreement. Accrued commitment fee shall
                  also be payable to the Facility Agent for the relevant
                  Bank on the cancelled amount of its Revolving Credit
                  Commitment at the time the cancellation comes into
                  effect.

22.4     Swingline Agent's fee

         The Parent shall pay to the Swingline Agent for its own account an
         agency fee in the amounts and on the terms agreed in the Fee
         Letter between the Obligors and the Swingline Agent.

22.5     VAT

         Any fee referred to in this Clause 22 is exclusive of any value
         added tax or any other direct tax which might be chargeable in
         connection with that fee. If any value added tax or other direct
         tax is so chargeable, it shall be paid by the Borrower at the same
         time as it pays the relevant fee.

23.      EXPENSES

23.1     Initial and special costs

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

         (a)      the negotiation, preparation, printing and execution of:

                  (i)      this Agreement and any other documents referred
                           to in this Agreement; and

                  (ii)     any other Finance Document executed after the
                           date of this Agreement; and

         (b)      any amendment, waiver, consent or suspension of rights
                  (or any proposal for any of the foregoing) requested by
                  or on behalf of an Obligor or, in the case of Clause 2.8
                  (Change of currency), the Facility Agent, and relating to
                  a Finance Document or a document referred to in any
                  Finance Document.

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

23.2     Enforcement costs

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

24.      STAMP DUTIES

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

25.      INDEMNITIES

25.1     Currency indemnity

         (a)      If a Finance Party receives an amount in respect of an
                  Obligor's liability under the Finance Documents or if
                  that liability is converted into a claim, proof, judgment
                  or order in a currency other than the currency (the
                  "contractual currency") in which the amount is expressed
                  to be payable under the relevant Finance Document:

                  (i)      that Obligor shall indemnify that Finance Party
                           as an independent obligation against any loss or
                           liability arising out of or as a result of the
                           conversion;

                  (ii)     if the amount received by that Finance Party,
                           when converted into the contractual currency at
                           a market rate in the usual course of its
                           business is less than the amount owed in the
                           contractual currency, the Obligor concerned
                           shall forthwith on demand pay to that Finance
                           Party an amount in the contractual currency
                           equal to the deficit; and

                  (iii)    the Obligor shall forthwith on demand pay to the
                           each Finance Party forthwith on demand any
                           exchange costs and taxes payable in connection
                           with any such conversion.

         (b)      Each Obligor waives any right it may have in any
                  jurisdiction to pay any amount under the Finance
                  Documents in a currency other than that in which it is
                  expressed to be payable.

25.2     Other indemnities

         The Parent shall forthwith on demand indemnify each Finance Party
         against any loss or liability which that Finance Party incurs as a

consequence of:

(a) the occurrence of any Default;

(b) a change in the currency of a country or the operation of Clause 2.8 (Change of currency), Clause 20.15 (Acceleration) or Clause 31 (Pro rata sharing);

(c) any payment of principal or an overdue amount being received from any source otherwise than on the last day of a relevant Interest Period or Designated Interest Period (as defined in Clause 10.4 (Default interest)) relative to the amount so received; or

(d) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment or (other than by reason of negligence or default by that Finance Party) a Loan not being made after the Obligors' Agent has delivered a Request.

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

26.1     Accounts

         Accounts maintained by a Finance Party in connection with this
         Agreement are prima facie evidence of the matters to which they
         relate.

26.2     Certificates and determinations

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

26.3     Calculations

         Interest (including any applicable Mandatory Cost) and the fee
         payable under Clause 22.3 (Commitment fee) accrue from day to day
         and are calculated on the basis of the actual number of days
         elapsed and a year of 360 days or, where market practice otherwise
         dictates, 365 days.

27.      AMENDMENTS AND WAIVERS

27.1     Procedure

         (a)      Subject to Clause 27.2 (Exceptions), any term of the
                  Finance Documents may be amended or waived with the
                  agreement of the Obligors' Agent and the Majority Banks.
                  The Facility Agent may effect, on behalf of any Finance
                  Party, an amendment or waiver permitted under this
                  Clause.

         (b)      The Facility Agent shall promptly notify the other
                  Parties of any amendment or waiver effected under
                  paragraph (a) above, and any such amendment or waiver
                  shall be binding on all the Parties.

27.2     Exceptions

         (a)      An amendment or waiver not agreed by a Bank and which
                  relates to:-

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

                  (ii)     an extension of the date for, or a decrease in
                           an amount or a change in the currency of, any
                           payment to that Bank under the Finance Documents
                           (including the Margin and any fee payable under
                           Clause 22.3 (Commitment fee));

(iii) an increase in that Bank's Commitment;

(iv) a change in the guarantee of the Parent;

(v) a term of a Finance Document which expressly requires the consent of that Bank; or

(vi) Clause 2.4 (Obligations several), Clause 28.2 (Transfers by Banks), Clause 31 (Pro Rata Sharing) or this Clause 27 (Amendments and Waivers),

is not binding on that Bank.

(b) An amendment or waiver which affects the rights and/or obligations of an Agent may not be effected without the agreement of that Agent.

27.3 Waivers and Remedies Cumulative

The rights of each Finance Party under the Finance Documents:

(a) may be exercised as often as necessary;

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

(c) may be waived only in writing and specifically.

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

28. CHANGES TO THE PARTIES

28.1 Transfers by Obligors

No Obligor may assign, transfer, novate or dispose of any of, or any interest in, its rights and/or obligations under the Finance Documents.

28.2 Transfers by Banks

(a) A Bank (the "Existing Bank") may, subject to paragraph
(b) below, at any time assign, transfer or novate any of its Commitments and/or its rights and/or obligations under this Agreement to another bank or financial institution (the "New Bank").

(b) (i) A transfer of part of a Commitment must be in a minimum amount of at least U.S.$10,000,000 or its remaining Commitment, if less;

(ii) no transfer by a Bank of its Revolving Credit Commitment may result in its Swingline Commitment or that of its Affiliated Bank exceeding its Revolving Credit Commitment;

(iii) a Bank may only transfer its Swingline Commitment to a New Bank if the New Bank is, or will be, a Revolving Credit Bank or an Affiliate of a Revolving Credit Bank; and

(iv) the prior consent of the Parent is required for any such assignment, transfer or novation, unless the New Bank is another Bank or an Affiliate of a Bank. However, the prior consent of the Parent must not be unreasonably withheld or delayed and will be deemed to have been given if, within five days of receipt by the Parent of an application for consent, it has not been expressly refused.

(c) A transfer of obligations will be effective only if either:-

(i) the obligations are novated in accordance with Clause 28.3 (Procedure for novations); or

(ii) the New Bank confirms to the Facility Agent and the Obligors' Agent that it undertakes to be bound by the terms of this Agreement as a Bank in form and substance satisfactory to the Facility Agent. On the transfer becoming effective in this manner the Existing Bank shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Bank.

(d) Nothing in this Agreement restricts the ability of a Bank to sub-contract an obligation if that Bank remains liable under this Agreement for that obligation.

(e) On each occasion an Existing Bank assigns, transfers or novates any of its Commitments, or any of its rights and/or obligations under this Agreement, other than in relation to a transfer to an Affiliate, the New Bank shall, on the date the assignment, transfer and/or novation takes effect, pay to the Facility Agent for its own account a fee of US$1,000.

(f) An Existing Bank is not responsible to a New Bank for:-

(i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document;

(ii) the collectability of amounts payable under any Finance Document; or

(iii) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document.

(g) Each New Bank confirms to the Existing Bank and the other Finance Parties that it:-

(i) has made its own independent investigation and assessment of the financial condition and affairs of the Obligors and their related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Bank in connection with any Finance Document; and

(ii) will continue to make its own independent appraisal of the creditworthiness of the Obligors and their related entities while any amount is or may be outstanding under this Agreement or any Commitment is in force.

(g) Nothing in any Finance Document obliges an Existing Bank to:-

(i) accept a re-transfer from a New Bank of any of the Commitments and/or rights and/or obligations assigned, transferred or novated under this Clause; or

(ii) support any losses incurred by the New Bank by reason of the non-performance by the Obligors of their obligations under the Finance Documents or otherwise.

(h) Any reference in this Agreement to a Bank includes a New Bank but excludes a Bank if no amount is or may be owed to or by it under this Agreement and its Commitment has been cancelled or reduced to nil.

28.3 Procedure for novations

(a) A novation is effected if:-

(i) the Existing Bank and the New Bank deliver to the Facility Agent a duly completed certificate, substantially in the form of Schedule 5 (a "Novation Certificate"); and

(ii) the Facility Agent executes it.

(b) Each Party (other than the Existing Bank and the New Bank) irrevocably authorizes the Facility Agent to execute any duly completed Novation Certificate on its behalf.

(c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate:-

(i) the Existing Bank and the other Parties (the "existing Parties") will be released from their obligations to each other (the "discharged obligations");

(ii) the New Bank and the existing Parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Bank instead of the Existing Bank;

(iii) the rights of the Existing Bank against the

                           existing Parties and vice versa (the "discharged
                           rights") will be cancelled; and

                  (iv)     the New Bank and the existing Parties will
                           acquire rights against each other which differ
                           from the discharged rights only insofar as they
                           are exercisable by or against the New Bank
                           instead of the Existing Bank,

                  all on the date of execution of the Novation Certificate
                  by the Facility Agent or, if later, the date specified in
                  the Novation Certificate.

28.4     Reference Banks

         If a Reference Bank (or, if a Reference Bank is not a Bank, the
         Bank of which it is an Affiliate) ceases to be a Bank, the
         Facility Agent shall (in consultation with the Borrower and the
         Banks) appoint another Bank or an Affiliate of a Bank to replace
         that Reference Bank.

29.      Disclosure of Information

         Each Bank shall keep confidential any and all information made
         available to it by any Obligor pursuant to or in connection with

the Finance Documents, other than information:

(a) which at the relevant time is in the public domain; or

(b) which, after such information has been made available to that Bank, becomes generally available to third parties by publication or otherwise through no breach of this Clause 29 by that Bank; or

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

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

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

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

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

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

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

30. SET-OFF

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

31.1     Redistribution

         If any amount owing by an Obligor under the Finance Documents to a
         Finance Party (the "recovering Finance Party") is discharged by
         payment, set-off or any other manner other than in accordance with
         Clause 12 (Payments) (a "recovery"), then:-

         (a)      the recovering Finance Party shall, within three Business
                  Days, notify details of the recovery to the Facility
                  Agent;

         (b)      the Facility Agent shall determine whether the recovery
                  is in excess of the amount which the recovering Finance
                  Party would have received had the recovery been received
                  by the Facility Agent and distributed in accordance with
                  Clause 12 (Payments);

         (c)      subject to Clause 31.3 (Exceptions), the recovering
                  Finance Party shall, within three Business Days of demand
                  by the Facility Agent, pay to the Facility Agent an
                  amount (the "redistribution") equal to the excess;

         (d)      the Facility Agent shall treat the redistribution as if
                  it were a payment by the relevant Obligor under Clause 12
                  (Payments) and shall pay the redistribution to the
                  Finance Parties (other than the recovering Finance Party)
                  in accordance with Clause 12.7 (Partial payments); and

         (e)      after payment of the full redistribution, the recovering
                  Finance Party will be subrogated to the portion of the
                  claims paid under paragraph (d) above and the relevant
                  Obligor will owe the recovering Finance Party a debt
                  which is equal to the redistribution, immediately payable
                  and of the type originally discharged.

31.2     Reversal of redistribution

         If under Clause 31.1 (Redistribution):-

         (a)      a recovering Finance Party must subsequently return a
                  recovery, or an amount measured by reference to a
                  recovery, to an Obligor; and

         (b)      the recovering Finance Party has paid a redistribution in
                  relation to that recovery,

         each Finance Party shall, within three Business Days of demand by
         the recovering Finance Party through the Facility Agent, reimburse
         the recovering Finance Party all or the appropriate portion of the
         redistribution paid to that Finance Party together with interest
         on the amount to be returned to the recovering Finance Party for a
         period whilst it held the re-distribution. Thereupon the
         subrogation in Clause 31.1(e) (Redistribution) will operate in
         reverse to the extent of the reimbursement.

31.3     Exceptions

         (a)      A recovering Finance Party is not obliged to pay a
                  redistribution to the extent that it would not, after the
                  payment, have a valid claim against the Obligor concerned
                  in the amount of the redistribution pursuant to Clause
                  31.1(e) (Redistribution).

         (b)      A recovering Finance Party is not obliged to share with
                  any other Finance Party any amount which the recovering
                  Finance Party has received or recovered as a result of
                  taking legal proceedings, if the other Finance Party had
                  an opportunity to participate in those legal proceedings
                  but did not do so and did not take separate legal
                  proceedings.

32.      SEVERABILITY

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

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

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

33.      COUNTERPARTS

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

34.      NOTICES

34.1     Giving of notices

         All notices or other communications under or in connection with
         this Agreement shall be given in writing and, unless otherwise
         stated, may be made by letter, telex or facsimile. Any such notice
         will be deemed to be given as follows:

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

         (b)      if by telex, when despatched, but only if, at the time of
                  transmission, the correct answerback appears at the start
                  and at the end of the sender's copy of the notice; and

         (c)      if by facsimile, when received in legible form.

         However, a notice given in accordance with the above but received
         on a non-working day or after business hours in the place of
         receipt will only be deemed to be given on the next working day in
         that place.

34.2     Addresses for notices

         (a)      The address, telex and facsimile number of each Party
                  (other than the Obligors and the Agents) for all notices
                  under or in connection with this Agreement are:

                  (i)      those notified by that Party for this purpose to
                           the Agents on or before the date it becomes a
                           Party; or

                  (ii)     any other notified by that Party for this
                           purpose to the Agents by not less than five
                           Business Days' notice.

         (b)      The address, telex and facsimile number of the Parent are:

         Autoliv, Inc,
         Box 70381
         SE-107 24 Stockholm
         Sweden

         Fax No:  +46 8 24 44 93
         Attention: Vice President, Finance

         or such other as the Parent may notify to the Facility Agent by
         not less than five Business Days' notice.

         (c)      The address, telex number and facsimile number of the
                  other Borrowers are:

         Autoliv ASP, Inc.
         3350 Airport Road
         Ogden
         Utah 84405

         Fax No:  +1 801 625 4853
         Attention:  Director of Finance

         Autoliv AB
         World Trade Center
         Klarabergsviadukten 70
         PO Box 70381
         SE-107 Stockholm

         Fax No:  00 46 8411 7025
         Attention:  Hannes Wadell

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

         (d)      The address, telex number and facsimile number of the
                  Agents are:

         Facility Agent:

         Skandinaviska Enskilda Banken AB (publ)
         Skandinavia House
         2 Cannon Street
         London
         EC4M 6XX

         Telex No: 8950281
         Fax No:  +44 20 7329 4178
         Attention:   Banking Administration
                      Rachel Vanner

         Swingline Agent:

         Bank One, NA
         1 Bank One Plaza
         Suite 0634
         Chicago
         IL 60670-0634,

         Fax No:  312 732 4840/1158
         Attention:   Nanette Wilson

         or such other as an Agent may notify to the other Parties by not
         less than five Business Days' notice.

         (e)      All notices from or to an Obligor or the Obligors' Agent
                  shall be sent through the relevant Agent.

         (f)      The Facility Agent shall, promptly upon request from any
                  Party, give to that Party the address, facsimile number
                  or telex number of any other Party applicable at the time
                  for the purposes of this Clause.

35.      LANGUAGE

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

         (b)      All other documents provided under or in connection with

any Finance Document shall be:

(i) in English; or

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

36.1     Submission

         (a)      For the benefit of each Finance Party, each Obligor
                  agrees that the courts of England have jurisdiction to
                  settle any disputes in connection with any Finance
                  Document and accordingly submits to the jurisdiction of
                  the English courts.

         (b)      Without prejudice to paragraph (a) above and for the
                  benefit of each Finance Party, each Obligor agrees that
                  any New York State court or Federal court sitting in New
                  York City has jurisdiction to settle any disputes in
                  connection with any Finance Document and accordingly
                  submits to the jurisdiction of those courts. 36.2 Service
                  of process

         Without prejudice to any other mode of service, each Obligor:

         (a)      irrevocably appoints:

                  (i)      Autoliv Ltd, Penner Road, Havant, Hampshire PO9
                           1QH, as agent for service of process in relation
                           to any proceedings before the English courts in
                           connection with any Finance Document;

                  (ii)     CT Corporation, 111 East Avenue, New York, New
                           York 10011, as its agent for service of process
                           in relation to any proceedings before any courts
                           located in the State of New York in connection
                           with any Finance Document;

         (b)      agrees to maintain an agent for service of process in
                  England and in the State of New York until all
                  Commitments have terminated and the Loans and all other
                  amounts payable under the Finance Documents have been
                  finally, irrevocable and indefeasibly repaid in full;

         (c)      agrees that failure by a process agent to notify the
                  Obligor of the process will not invalidate the
                  proceedings concerned;

         (d)      consents to the service of process relating to any
                  proceedings by prepaid posting of a copy of the process
                  to its address for the time being applying under Clause
                  34.2 (Addresses for notices); and

         (e)      agrees that if the appointment of any person mentioned in
                  paragraph (a) above ceases to be effective, the Obligor
                  shall immediately appoint a further person in England or
                  in the State of New York, as appropriate, to accept
                  service of process on its behalf in England or in the
                  State of New York, as appropriate, and, if the Obligor
                  does not appoint a process agent within 15 days, the Bank
                  is entitled and authorized to appoint a process agent for
                  the Obligor by notice to the Obligor.

36.3     Forum convenience and enforcement abroad

         Each Obligor:

         (a)      waives objection to the English and New York State and
                  Federal courts on grounds of inconvenient forum or
                  otherwise as regards proceedings in connection with any
                  Finance Document; and

         (b)      agrees that a judgment or order of an English or New York
                  State or Federal court in connection with any Finance
                  Document is conclusive and binding on it and may be
                  enforced against it in the courts of any other
                  jurisdiction.

36.4     Non-exclusivity

         Nothing in this Clause 36 limits the right of a Finance Party to
         bring proceedings against an Obligor in connection with any

Finance Document:

(a) in any other court of competent jurisdiction; or

(b) concurrently in more than one jurisdiction.

37. Governing Law

This Agreement is governed by English law.

38. INTEGRATION

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

39. WAIVER OF JURY TRIAL

The Obligors and the Finance Parties waive any rights they may have to a jury trial of any claim or cause of action based on or arising from any Finance Document or the transactions contemplated by the Finance Documents. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

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

                           Facility A Commitments

Revolving Credit Banks                                   Facility A Commitments
                                                                  US$

Bank One, NA                                                 32,000,000.00
Skandinaviska Enskilda Banken AB (publ)                      32,000,000.00

The Bank of Tokyo-Mitsubishi, Ltd.                           27,294,117.65

Landesbank Baden-Wurtemberg, London Branch                   27,294,117.65
Norddeutsche Landesbank, Stockholm Branch                    27,294,117.65
Societe Generale, Paris                                      27,294,117.65
Svenska Handelsbanken AB (publ)                              27,294,117.65

Banco Bilbao Vizcaya Argentaria S.A.                         18,447,058.82
BBL International (U.K.) Limited                             18,447,058.82
Mizuho Bank Nederland BV                                     18,447,058.82

Commerzbank International (Ireland)                          15,058,823.53

Commerzbank Aktiengesellschaft, Elmshorn Branch              12,235,294.12

Banca Commerciale Italiana SpA, London Branch                 9,223,529.41
Banca Monte dei Paschi di Siena SpA                           9,223,529.41
Natexis Banques Populaires                                    9,223,529.41
Nordbanken AB (publ)                                          9,223,529.41
                                                               ----------
Total Facility A Commitments
                                                            U.S. $320,000,000
                                                            -----------------

                           Facility B Commitments

Revolving Credit Banks                                   Facility B Commitments
                                                                  US$

Bank One, NA                                                 53,000,000.00
Skandinaviska Enskilda Banken AB (publ)                      53,000,000.00

The Bank of Tokyo-Mitsubishi, Ltd.                           45,205,882.35
Landesbank Baden-Wurtemberg, London Branch                   45,205,882.35
Norddeutsche Landesbank, Stockholm Branch                    45,205,882.35
Societe Generale, Paris                                      45,205,882.35
Svenska Handelsbanken AB (publ)                              45,205,882.35

Banco Bilbao Vizcaya Argentaria S.A.                         30,552,941.18
BBL International (U.K.) Limited                             30,552,941.18
Mizuho Bank Nederland BV                                     30,552,941.18

Commerzbank International (Ireland)                          24,941,176.47

Commerzbank Aktiengesellschaft, Elmshorn Branch              20,264,705.88

Banca Commerciale Italiana SpA, London Branch                15,276,470.59
Banca Monte dei Paschi di Siena SpA                          15,276,470.59
Natexis Banques Populaires                                   15,276,470.59
Nordbanken AB (publ)                                         15,276,470.59
                                                               ----------
Total Facility B Commitments
                                                             U.S. $530,000,000
                                                             -----------------

Swingline Banks                                          Swingline Commitments
                                                                  US$

Bank One, NA                                                   52,000,000
Skandinaviska Enskilda Banken AB (publ)                        52,000,000

Norddeutsche Landesbank, New York Branch                       30,000,000
Svenska Handelsbanken New York Branch                          30,000,000

Banca Commerciale Italiana SpA, New York Branch                12,000,000
Banca Monte dei Paschi di Siena SpA                            12,000,000
Nordbanken AB (publ)                                           12,000,000
                                                               ----------
Total Swingline Commitments
                                                            U.S. $200,000,000
                                                            -----------------

SCHEDULE 2

CONDITIONS PRECEDENT DOCUMENTS

1. Each Obligor

(a) A copy of the memorandum and articles of association and certificate of incorporation of each Obligor.

(b) A copy of a resolution of the board of directors of each Obligor:

(i) approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute this Agreement;

(ii) authorizing a specified person or persons to execute this Agreement on its behalf; and

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

(c) a specimen of the signature of each person authorized by the resolution referred to in paragraph (b) above;

(d) a certificate of a director of each Obligor confirming that the borrowing of the Commitment in full would not cause any borrowing limit binding on it to be exceeded; and

2. Other documents

(a) a certificate of an authorized signatory of the Parent certifying that each copy document specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

(b) Evidence that the process agents referred to in Clause 36.2 (Service of process) have accepted their appointments under that Clause.

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

(d) Evidence satisfactory to the Facility Agent that the Existing Indebtedness set out in paragraph (a) and (b) of the definition of "Existing Indebtedness" in Clause 1.1 (Definitions) has been repaid and cancelled or will be repaid and cancelled by means of the first drawing made under this Agreement.

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

3. Legal opinions

(a) A legal opinion of Allen & Overy, New York, legal advisers in the State of New York, U.S.A. to the Finance Parties;

(b) A legal opinion of legal advisers in the State of Indiana, U.S.A.
to the Finance Parties.

(c) A legal opinion of Allen & Overy, London, legal advisers in England to the Finance Parties.

(d) A legal opinion of Advokatfirman Vinge AB, legal advisers in Sweden to the Finance Parties.

SCHEDULE 3

CALCULATION OF THE MANDATORY COST

1. General

The Mandatory Cost recoverable by a Bank with respect to a Loan for each of its Interest Periods is the rate (rounded upward, if necessary, to four decimal places) notified to the Facility Agent by that Bank no later than 10 Business Days prior to the end of the relevant Interest Period and calculated in accordance with paragraphs 2 to 4 below.

2. For a Bank lending from a Facility Office in the U.K.

(a) The relevant rate for a Bank lending from a Facility Office in the UK:

in relation to a Loan denominated in Sterling:

BY + S(Y-Z) + F x 0.01 % per annum = Mandatory Cost 100-(B + S)

in relation to any other Loan:

F x 0.01 % per annum = Mandatory Cost

where on the day of application of the formula:

B        is the percentage of the Bank's eligible liabilities (in
         excess of any stated minimum) which the Bank of England
         requires the Bank to hold on a non-interest-bearing
         deposit account in accordance with its cash ratio
         requirements;

Y        is LIBOR at or about 11.00 a.m. on that day for the
         relevant Interest Period;

S        is the percentage of the Bank's eligible liabilities
         which the Bank of England requires the Bank to place as a
         special deposit;

Z        is the interest rate per annum allowed by the Bank of
         England on special deposits; and

F        is the charge payable by the Bank to the Financial
         Services Authority under paragraph 2.02 or 2.03 (as
         appropriate) of the Fees Regulations but where for this
         purpose, the figure in paragraph 2.02b and 2.03b will be
         deemed to be zero expressed in pounds per (pound)1
         million of the fee base of the Bank.

(b) For the purposes of this Schedule 3:

(i) "eligible liabilities" and "special deposits" have the meanings given to them at the time of application of the formula by the Bank of England; and

(ii) "fee base" has the meaning given to it in the Fees Regulations;

(iii) "Fees Regulations" means the Banking Supervision (Fees) Regulations 2000 and/or any other regulations governing the payment of fees for banking supervision.

(c) In the application of the formula, B, Y, S and Z are included in the formula as figures and not as percentages, e.g. if B = 0.5% and Y = 15%, BY is calculated as 0.5 x 15.

(d) (i) Each formula is applied on the first day of each Interest Period.

(ii) Each rate calculated in accordance with the formula is, if necessary, rounded upward to four decimal places.

(e) If the Facility Agent determines that a change in circumstances has rendered, or will render, the formula inappropriate, the Facility Agent (after consultation with the Banks) shall notify the Obligors' Agent of the manner in which the Mandatory Cost will subsequently be calculated. The manner of calculation so notified by the Facility Agent shall, in the absence of manifest error, be binding on all the Parties.

3. For a Bank lending from a Facility Office in a Participating Member State

The relevant rate for a Bank lending from a facility office in a Participating Member State is the percentage per annum notified by that Bank to the Facility Agent as its cost of complying with the minimum reserve requirements of the European Central Bank.

4. General

If a Bank fails to notify a rate under paragraph 2 or 3 above, the Facility Agent will assume that the Bank has not incurred any such cost, or that any rate previously notified to them by that Bank as applying until further notice shall continue to so apply.

SCHEDULE 4

FORM OF REQUEST

To: [AGENT] as Facility Agent]/[SWINGLINE AGENT] as Swingline Agent]*

[cc: [AGENT]]**

From: [OBLIGORS' AGENT] Date: [ ], 2000

Autoliv, Inc.

US$850,000,000 Credit Agreement dated 13th November, 2000

1. We wish to utilise the [Revolving Credit]/[Swingline]* Facility as follows:-

(a) Borrower: [ ]

(b) Facility: [A/B]

(c) Drawdown Date: [ ]

(d) Amount: [ ]

(e) Currency: [ ]

(f) Interest Period: [ ]

(g) Payment instructions: [ ]

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

By:

[OBLIGORS' AGENT]
Authorized Signatory

To:      [AGENT] as Facility Agent

From:    [THE EXISTING BANK] and [THE NEW BANK]          Date: [           ]

                               Autoliv, Inc.

US$850,000,000 Credit Agreement dated 13th November, 2000 (the "Agreement")

We refer to Clause 28.3 (Procedure for novations).

1. We [ ] (the "Existing Bank") and [ ] (the "New Bank") agree to the Existing Bank and the New Bank novating the Existing Bank's Commitment (or part) and/or rights and obligations referred to in the Schedule in accordance with Clause 28.3 (Procedure for novations).

2. The specified date for the purposes of Clause 28.3(c) is [date of novation].

3. The Facility Office and address for notices of the New Bank for the purposes of Clause 34.2 (Addresses for notices) are set out in the Schedule.

4. This Novation Certificate is governed by English law.

[Existing Bank]                             [New Bank]

By:                                                  By:

Date:                                                Date:

[New Bank]

[Facility Office Address for notices]

[AGENT]

By:

Date:

SIGNATORIES

Borrowers

AUTOLIV, INC.

By:      /s/  Lars Westerberg               /s/ Hans Biorck


AUTOLIV ASP, INC.

By:      /s/  Lars Westerberg               /s/ Hans Biorck


AUTOLIV AB

By:      /s/  Lars Westerberg               /s/ Hans Biorck

Parent

AUTOLIV, INC.

By:      /s/  Lars Westerberg               /s/ Hans Biorck


Arrangers

BANK ONE, NA

By:      /s/ Ian Harvey


SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ)

By:      /s/ Michael I. Dicks

Banks

Revolving Credit Banks

BANK ONE, NA

By:      /s/ Jan-Erik Andersen


SKANDINAVISKA ENSKILDA BANKEN AB (publ)

By:      /s/ Ola Romney


THE BANK OF TOKYO-MITSUBISHI, LTD.

By:      /s/ Guy Pashley


LANDESBANK BADEN-WURTEMBERG, LONDON BRANCH

By:      /s/ Martin Flynn


NORDDEUTSCHE LANDESBANK, STOCKHOLM BRANCH

By:      /s/ Dirk Hunger


SOCIETE GENERALE, PARIS

By:      /s/ Lars Soderberg


SVENSKA HANDELSBANKEN AB (publ)

By:      /s/ Jorgen Larsson


BANCO BILBAO VIZCAYA ARGENTARIA S.A.

By:      /s/ Fiona Hagdrup


BBL INTERNATIONAL (U.K.) LIMITED

By:      /s/ Bart Ivens


MIZUHO BANK NEDERLAND BV

By:      /s/ Fiona Hagdrup


COMMERZBANK INTERNATIONAL (IRELAND)

By:      /s/ Michael Roche


COMMERZBANK AKTIENGESELLSCHAFT, ELMSHORN BRANCH

By:      /s/ Oliver Molenaar


BANCA COMMERCIALE ITALIANA SpA, LONDON BRANCH

By:      /s/ Paolo Sarcinelli


BANCA MONTE DEI PASCHI DI SIENA SpA

By:      /s/ Fiona Hagdrup


NATEXIS BANQUES POPULAIRES

By:      /s/ Ludovic Brule


NORDBANKEN AB (publ)

By:      /s/ Ulf Gilborne

Swingline Banks

BANK ONE, NA

By:      /s/ Jan-Erik Andersen


SKANDINAVISKA ENSKILDA BANKEN AB (publ)

By:      /s/ Ola Romney


NORDDEUTSCHE LANDESBANK, NEW YORK BRANCH

By:      /s/ Dirk Hunger


SVENSKA HANDELSBANKEN NEW YORK BRANCH

By:      /s/ Jorgen Larsson


BANCA COMMERCIALE ITALIANA SpA, NEW YORK BRANCH

By:      /s/ Paolo Sarcinelli


BANCA MONTE DEI PASCHI DI SIENA SpA

By:      /s/ Fiona Hagdrup


NORDBANKEN AB (publ)

By:      /s/ Ulf Gilborne

Facility Agent

SEB MERCHANT BANKING, SKANDINAVISKA ENSKILDA BANKEN AB (publ)

By:      /s/ Michael I. Dicks


Swingline Agent

BANK ONE, NA

By:      /s/ Jan-Erik Andersen

To:      Autoliv                                     From:  Johan Sonander
         Attn: Hannes Wadell
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Fax:     +46 8 244459                                 Pages: 1
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CC:                                                   Date: 5th November, 2001
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|| Urgent || For Review || Please Comment || Please Reply || Please Recycle

Autoliv, Inc/Autoliv ASP, Inc./Autoliv AB USD 850M Facilities Agreement Dated 13th November, 2000

Dear Mr Wadell,

We write to you in our capacity as Facility Agent under the Agreement. Terms defined in the Agreement shall, unless the context otherwise requires, have the same meaning when used in this letter.

We refer to your fax dated 21st September, advising your intention to exercise the Renewal Option as per Clause 2.7 of the Agreement.

For your information, Facility A will be renewed for a further 364 days from 12th November, 2001 to 11th November, 2002. The sum of the Banks' Facility A Commitments will be reduced from USD 320,000,000.00 to USD 274,258,823.53 due to Banca Monte dei Paschi, IntesaBci (form. Banca Commerciale Italiana), Landesbank Baden-Wutternberg, and the The Tokai Bank choosing not to renew their participation under this Facility. The remaining Banks' participations under Facility A will remain unchanged.

Yours faithfully.

Johan Sonander
for and on behalf of
S|E|B Merchant Banking
Debt Capital Markets

To:      The Participants                   From:  Johan Sonander
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Fax:                                        Pages: 2
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CC:                                         Date: 12th December, 2001
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|| Urgent  || For Review   || Please Comment  || Please Reply  || Please Recycle

Autoliv, Inc./ Autoliv ASP, Inc./ Autoliv AB USD 850M Facilities Agreement Dated 13th November, 2000 (the "Agreement")

Dear Sirs

We write to you in our capacity as Facility Agent under the Agreement. Terms defined in the Agreement in this letter shall, unless the context otherwise requires, have the same meaning when used herein.

Clause 19.22 of the Agreement contains financial covenants for Autoliv, Inc, and its Subsidiaries (the "Group") which are Net Interest Bearing Debt to EBITDA and Operating Profit to Interest Expense. The Borrowers wish to clarify the interpretation of the definition of EBITDA and Operating Profit under the Agreement.

The Borrowers request that the write-offs and provisions (identified as unusual items) in the Group's interim report for the third quarter 2001 be excluded from the calculation of EBITDA and Operating Profit. Although deducted at operating income level, these items are clearly of a one-off nature.

In the third quarter 2001, the Group reported unusual items of a total negative value of USD 65 million, of which USD 63 million do not affect the Group's cash flow. The Borrowers have requested that they only include the USD 2 million that has a cash effect in the calculation of EBITDA and Operating Profit in respect to the calculation of the financial covenants under the Agreement. The USD 63 million related to provisions for restructuring and asset write-offs of the Seat Sub-System division, costs for moving the US and the Swedish textile operations to Mexico and Poland and additional costs for the partial integration of a former OEA plant into the main US inflator operations.

Bank One, NA and SEB Merchant Banking, in their capacity as Arrangers, support the above interpretation of the Agreement, since non-recurring items are generally not included in operating profit and EBITDA.

In the event that we have not heard otherwise from you before the end of business on Thursday 20th December, we will assume that we have your consent to the above interpretation. Please do not hesitate to call Asa Samuelsson, Caroline Heath or the undersigned (tel. +44 20 7246 4000) if you have any questions.

Yours faithfully

Johan Sonander
for and on behalf of
S|E|B Merchant Banking
Debt Capital Markets

Fax:

To:                                                  From:

Hannes Wadell                                         Johan Sonandar
-------------------------------------------------------------------------------
Company:                                             Department:

Autoliv AB                                            MB/DCM
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Fax:                                                 Fax:
+46 8 4117025                                          +44 20 7329 2304
                                                     Telephone:
                                                       +44 20 7246 4177
-------------------------------------------------------------------------------
Date:                      Pages, including this:    E-mail:

6th June 2002              3                         johan.sonandar@seb.co.uk
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Autoliv, Inc./Autoliv ASP, Inc./Autoliv AB USD 804 Million (orig. USD 850 Million) Facilities Agreement Dated 13th November 2000 (the "Agreement")

Ladies and Gentlemen:

We write to you in our capacity as Facility Agent under the Agreement. Terms defined in the Agreement shall, unless the context otherwise requires, have the same meaning when used herein. We hereby notify you of the following changes to details concerning the Facility Agent:

1. Any reference in the Agreement to SEB Merchant Banking, Skandinaviska Enskilda Banken AB (publ) in its capacity as Facility Agent shall be replaced with SEB Merchant Banking, Debt Capital Markets, a unit within Skandinaviska Enskilda Banken AB (publ).

2. Any previous payment instructions for payments to the Facility Agent shall be replaced with effect from 13th June 2002 as per the attached sheet. Any payments made with value date prior to or on 13th June 2002 shall be paid to previously advised accounts in favour of SEB, London.

3. The current address and facsimile number of the Facility Agent in Clause 34.2(d) (Addresses for notices) of the Agreement shall as of 13th June 2002 be replaced with the following:

(i) for notices relating to Clauses 5 (Revolving Loans), 6 (Swingline Loans), 7 (Repayment), 9 (Interest Periods), 10 (Interest), 11 (Optional Currencies) and 22 (Fees):

Name:                Christine Pearson / Peter Bergengren
Department:          SEB MB Foreign Credit Administration
Address:             Karlavagen 108
                     106 40 Stockholm
                     Sweden
Telephone no:        +46 8 7638642 / +46 8 7638586
Facsimile no:        +46 8 6110384
E-mail:              christine.pearson@seb.se / peter.bergengren@seb.se

(ii)    for any other notices:

Name:                 Johan Sonander / Mark Palmer
Department:           SEB Debt Capital Markets
Address:              Scandinavian House
                      2 Cannon Street
                      London  EC4M 6XX
                      United Kingdom
Telephone no:         +44 20 7246 4177 / +44 20 7246 4699
Facsimile no:         +44 20 7236 4178 / +44 20 7329 2304
E-mail:               johan.sonander@seb.co.uk / mark.palmer@seb.co.uk

The telex number referred to in Clause 34.2(d) should cease to be used.

All the changes above are of an administrative nature only and do not in any way effect the rights and obligations of any of the Parties to this Agreement.

Kind regards,

Johan Sonander

SEB

Standard settlement instructions for foreign exchange and money market transactions

All payments should be marked for account of SEB, STOCKHOLM (swift code

                                   Bank names
Country                 Curr.      Acc. No.                           City               Swift Code
-------                 -----      --------                           ----               ----------

Canada                  CAD        Royal Bank of Canada               Toronto            ROYCCAT2
                                   9591142-588-3
Denmark                 DKK        Unibank                            Copenhagen         UNIBDKKK
                                   5000403389
EU                      EUR        SEB                                Stockholm          ESSESESS
                                   Via EBA-clearing
Hong Kong               HKD        Standard Chartered Bank            Hong Kong          SCBLHKHH
                                   41109495401
Japan                   JPY        Bank of Tokyo-Mitsubishi           Tokyo              BOTKJPJT
                                   653-0438839
Norway                  NOK        SEB                                Oslo               ESSENOKX
                                   9750 03 00020
Singapore               SGD        SEB                                Singapore          ESSESGSG
                                   38409089915
South Africa            ZAR        Standard Bank of South Africa      Johannesburg       SBZAZAJJ
                                   7555660
Sweden                  SEK        SEB                                Stockholm          ESSESESS
                                   5565 10 00631
Switzerland             CHF        UBS                                Zurich             UBSWCHZH 80A
                                   023000000 6622205 0000G
UK                      GPB        SEB                                London             ESSEGB2L / Sort Code
                                   19000019                                              40-48-65
USA                     USD        Bank of New York                   New York           IRVTUS3N / ABA
                                   803 3330031                                           021-000-018

Exhibit 10.3

AMENDMENT NO. 1 TO THE
AUTOLIV, INC. 1997 STOCK INCENTIVE PLAN

This Amendment is made to the Autoliv, Inc. 1997 Stock Incentive Plan (the "Plan"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Plan.

WHEREAS, the Autoliv, Inc. (the "Company") desires to reserve an additional 2,000,000 shares of Common Stock for issuance upon the exercise of awards which may be issued pursuant to the Company's 1997 Stock Incentive Plan.

NOW, THEREFORE, the Plan is amended by restating the first sentence of Section 3 of the Plan in its entirety to provide the following:

The number of shares of common stock with respect to which awards may be granted under the Plan and which may be issued upon the exercise or payment thereof shall not exceed, in the aggregate, a number of shares equal to the sum of (a) 2,800,000 plus (b) the number of shares issuable in connection with options to purchase shares of common stock of Morton which are exchanged for options (the "Exchanged Options") to purchase common stock of the Company in connection with the Transaction; provided, however, that to the extent any awards expire unexercised or unpaid or are cancelled, terminated or forfeited in any manner without the issuance of shares of common stock thereunder, or if the Company receives any shares of common stock as the exercise price of any award (up to a maximum of 2,800,000 shares so received by the Company), such shares shall again be available under the Plan. Such shares of common stock may be either authorized and unissued shares, treasury shares, or a combination thereof, as the Committee shall determine. Awards may not be made to any participant in any calendar year covering more than 600,000 shares of common stock.

IN WITNESS WHEREOF, the Company has caused its corporate name to be hereunto affixed by its duly authorized officer this 7th day of May, 1999.

ATTEST:                                 COMPANY

                                         /s/ Jorgen I. Svensson
                                         By:  Jorgen I. Svensson
-----------------------
                                         Its: Vice President - Legal, General
                                             Counsel and Secretary

Exhibit 10.4

THIS AGREEMENT is made the th of , 2001 between

1. Autoliv Inc. ("the Company")

and

2. Mr , personal code number ("the Appointee").

WHEREBY IT IS AGREED as follows:

1. The Company hereby agrees to employ the Appointee and the Appointee hereby agrees to serve the Company as preliminary from , and thereafter unless and until terminated by either party hereto giving to the other 12 calendar months' (the Company) respectively 6 months' (the Appointee) previous notice in writing to terminate the employment expiring at the end of the notice time. The said employment shall in any event terminate on the last day of the month preceding the 65th birthday of the Appointee.

2. During the continuance of his employment hereunder the Appointee shall unless prevented by ill health, injury or other incapacity and except when absent on authorized holiday use his best endeavours to promote the interests of the Company and those of its subsidiary and associated companies and shall during normal business hours devote the whole of his time, attention and abilities to the business and affairs of the Company and its subsidiary and associated companies. In addition the Appointee shall devote as much time outside normal business hours to the performance of his duties as may in the interests of the Company be reasonably necessary; the Appointee shall not receive any remuneration in addition to that set out in Clause 4 hereof in respect of his work during such time.

3. During the continuance of his employment hereunder the Appointee shall not without the consent of the Chief Executive Officer directly or indirectly be engaged, concerned or interested in any business in a manner that would conflict Clause 2 hereof either alone or jointly with or as a director, manager, agent or servant of any other person, firm or company, PROVIDED THAT nothing in this clause shall preclude the Appointee from holding shares, loan, stock or other securities in an entity as an investment.

4. a) As remuneration for his services hereunder the Appointee shall from , receive a gross salary at the rate of SEK per annum payable by equal monthly instalments in arrears on the 25th day of every calendar month and reviewable annually on the first day of January in each and every succeeding year of the term commencing with the 1st of January.

b) The Appointee is entitled to an annual profit-oriented bonus that for at target EBT level will amount to SEK annual rate anal reviewable annually on the first day of January in each and every succeeding year of the term commencing with the 1st of January.

c) The Appointee is entitled to participate in the Autoliv, Inc. 1997 Stock Incentive Plan and such subsequent plans at terms, conditions and with grants decided by the Company's Compensation Committee of the Board of Directors. All such grants and plans are subject to shareholder approval. For year the Appointee is entitled to stock options, granted on the first day of employment, to a value of SEK .

d) The Company shall provide the Appointee with a motor car for use in connection with his duties under this Agreement and the Company shall bear all petrol, maintenance and repair costs, taxes and insurance in relation thereto, including the cost of all private mileage.

e) The Appointee is entitled to the Skandia Medical Care Insurance.

f) Normal conditions of Employment as issued by the Company apply.

5. The Company shall pay to or reimburse the Appointee for all travelling, hotel and other expenses wholly exclusively and necessarily incurred by him in the performance of his duties under this Agreement. The Appointee shall on being so required provide the Company with vouchers or other evidence of actual payment of the said expenses.

6. The Appointee is entitled to yearly holidays amounting to the legal minimum holiday days (at present 25) plus five days. The Swedish holiday law regulates such holiday entitlement including extra vacation pay.

7. The Company pays pension premiums for the Appointee in accordance with the Swedish ITP collective agreement between Swedish Employers Federation and the main Swedish employees federations for salaried employees.

8. The Appointee shall not during or after the termination of his employment hereunder disclose to any person, firm of company whatsoever or use for his own purpose or for any purposes other than those of the Company any information relating to the Company or its subsidiary or associated companies or its or their business or trade secrets of which he has or shall hereafter become possessed. These restrictions shall cease to apply to any information which may come into the public domain (other than by breach of the provisions hereof).

The Appointee shall upon the termination of his employment hereunder for whatever reason immediately deliver up to the Company all designs, specifications, correspondence and other documents, papers, the car provided hereunder and all other property belonging to the Company or any company within the Group or which may have been prepared by him or have come into his possession in the course of his employment.

9. The Appointee must not during 12 months following the termination of this employment (i) accept employment within such part of a competitor of the Company, so that it can make use of such confidential information relating to the Company that the Appointee has obtained in his employment with the Company, (ii) engage himself as partner or owner in such competitor of the Company nor act as advisor to such competitor.

This non-competition engagement is not applicable when

(a) the Company has given notice of terminating the employment, unless the termination is caused by a breach of the provisions in this Agreement by the Appointee

(b) the Appointee has given notice of terminating the employment because of the Company's breach of the provisions in this Agreement

Breach of the provisions means such a situation when the other party has the right to terminate this Agreement with immediate effect.

If the Appointee does not comply with this non-competition engagement, the Company is entitled to damages amounting to 6 times the average monthly gross salary that the Appointee has received during the last 12 months before leaving the Company.

If this Agreement is terminated for any other reason than retirement, the Company shall pay, as a compensation for the inconvenience of the non-competition engagement, per month, the difference between the Appointee's monthly gross salary when the employment terminates and the lower salary, that the Appointee may earn in a new employment. This payment shall not exceed 60 percent of the Appointee's gross salary when leaving the Company and the maximum time for the payments is 12 months. The Appointee has continuously to inform the Company of his gross salary in his new employment. This provision shall apply also if the Appointee has got no new employment. No payments will be made after retirement.

10. a) The general nature of any discovery, invention, secret process or improvement made or discovered by the Appointee during the period of the Appointee's employment by the Company (hereinafter called "the Appointee's Inventions") shall be notified by the Appointee to the Company forthwith upon it being or discovered.

b) The entitlement as between the Company and the Appointee to the Appointee's Inventions shall be determined in accordance with the current Swedish Patent Act and the Appointee acknowledges that because of the nature of his duties and the particular responsibilities arising therefrom he has a special obligation to further the interests of the Company's undertaking.

c) Where the Appointee's Inventions are to be assigned to the Company, the Appointee shall make a full disclosure of the same to the Company and if and whenever required to do so shall at the expense of the Company apply or joint with the Company or other persons required by the Company in applying for letters, patent or other equivalent protection in Sweden and in any other part of the world of such Appointee's Inventions.

11. This Agreement takes effect in substitution, of all previous agreements and arrangements whether written, oral or implied between the Company and the Appointee relating to the employment of the Appointee without prejudice to any rights accrued to the Company or the Appointee prior to the commencement of his employment under this Agreement.

12. Disputes regarding this Agreement shall be settled by arbitration in accordance with the Swedish Arbitration Act. The arbitration shall take place in Stockholm. The provisions on voting and cumulation of parties and claims in the Swedish Procedural Code shall be applied in the arbitration. All costs and expenses for an arbitration, whether initiated by the Company or by the Appointee, including the Appointee's costs for solicitor, shall be borne by the Company.

13. This Agreement shall be governed by and construed in accordance with Swedish law including its rules as to the conflict of laws.

IN WITNESS whereof this Agreement has been executed the day and year first above written.

The Company: The Appointee:
Autoliv Inc.

Hans-Goran Patring
Vice President
Human Resources

Executive                        Position                                                   Date

Jorgen I. Svensson               Vice President Legal, General Counsel, Secretary           4/30/97
Leif Berntsson                   Vice President Quality                                     4/30/97
Jan Olsson                       Vice President Engineering                                 9/30/97
Magnus Lindquist                 Vice President, Chief Financial Officer                    2/22/01
Yngve Haland                     Vice President Research                                    4/30/97
Mats man                         Director Corporate Communications                          4/30/97
Lars Sundberg                    Chief Information Officer                                  2/7/01
Halver Jonzon                    Vice President Purchasing                                  7/5/01
Hans-Goran Patring               Vice President Human Resources                             3/12/01

Exhibit 10.5

Autoliv

Supplementary Agreement to the Employment Agreement for XX (the Employee)

The following Supplementary Agreement has been drawn up between Autoliv Inc, hereinafter called the Company, and the Employee. The Supplementary Agreement has been drawn up in respect of the Employee's early retirement pension benefits, hereinafter called Early Retirement Pension.

1. The Employee has attained the age of retirement specified under the national Swedish ITP plan (supplementary pension for salaried employees in industry and commerce), hereinafter called the ordinary age of retirement.

2. The Employee is ensured of the right to terminate his services and retire, at his won request, or on the instructions of the Company, as of and including the month when the Employee attains the age of 60.

A mutual period of notification of six months shall be observed. It shall not be a requirement on either party to state any reason.

3. Early Retirement Pension benefits will be paid as of, and including, the month when the Employee attains the age of 60 and up to, and including, the month immediately before ordinary age of retirement in an amount equivalent to 60 (sixty) percent of the current full time basic salary at the time of Early retirement.

Early Retirement Pension benefits will be paid on a monthly basis in arrears.

4. Early Retirement Pension benefits will be paid by the Company in the form of direct pension. In order to secure this pension undertaking, provided that the Employee is still a member of the Group's management team, the Company will purchase an endowment policy, to be owned by the Company, with the Employee as insured. The Company undertakes to pay the monthly premiums up to, and including, the month before the Employee attains the age of 60, however, only as long as the Employee remains a member of the Group management team. Otherwise the premium payments will case in the month after the month when the Employee ceased to be a member of the Group's executive team.

Each month, commencing 1 January 2002, and when full time employment is in force, Early retirement is earned in accordance with the methodology of technical bases applied for insurance purposes.

The policy will be pledged to the benefit of the Employee. The Company shall have a duty to inform the insurance company in regard to the pledging of the policy that has been purchased.

5. When payment of Early retirement benefits has commenced, the pension amount shall be increased each year in accordance with the terms of the insurance company's bonus policy.

6. Coordination shall be observed in respect of corresponding undertakings from earlier and/or current employees. The Employee shall have a duty to inform the Company with regard to the size of such undertakings (paid-up policies) that have been earned from former employers.

7. During the period of Early retirement, the Employee may not without the prior consent of the Company engage in assignments and undertakings in competitive operations.

8. During the period of payment, the amount of the Early retirement benefits shall, where applicable, be reduced by the amount of payments, made simultaneously, in the form of:
- sickness benefits, disability pension or temporary disability pension in accordance with the provisions of the National Insurance Act
- sickness benefits, life annuity in accordance with the provisions of employer's liability insurance
- disability pension in accordance with the ITP plan, including any other compensation from health insurance purchased by the Company, or
- on grounds of statutory compensation requirements.

Calculations in respect of coordination of the size of deductions shall be performed in accordance with the general insurance terms and rules otherwise established by SPP.

9. If the Employee is no longer a member of the Group's executive team, but his employment with the company is still in force, the Employee shall have the right to Early retirement based on the paid-up value of the policy at such point in time.

The paid-up value of such policy shall be adjusted upwards annually in accordance with SPP's supplementary pension up to the date for payment of Early retirement.

10. In the event that employment at the Company ceases on grounds of notice of termination or dismissal before the age of 60, then Early retirement shall be based on the paid-up value of the policy at such point in time.

The paid-up value of such policy shall be shall be adjusted upwards annually in accordance with SPP's supplementary pension up to the date for payment of Early retirement.

11. In the event that the Employee suffers disablement, fully or partially, and thereby receives sickness benefits, disability pension or temporary disability pension in accordance with the provisions of the National Insurance Act, then Early Retirement Pension will nonetheless be earned in full in accordance with the terms of this Agreement.

12. Provided that the Employee is still a member of the Group's executive team, the Company shall undertake, in connection with early retirement, either through SPP or in some other manner, to ensure that the Employee shall receive the same pension benefits after attainment of ordinary age of retirement, or at death before such date, as if the Employee has remained in the services of the Company up to the ordinary age of retirement with unchanged pension-bearing salary.

13. With regard to matters that are not specifically regulated by the terms of this Agreement, the insurance company's terms and conditions as well as insurance documentation in its pertinent parts, shall apply.

14. Employer's contribution tax, or similar taxes or fees for which the Company may become liable in connection with pension payments, shall be paid by the Company.

15. The Company states as a condition for any new owner (direct or indirect, through purchase, merger, consolidation or any other manner) of the entire, or major parts of the Company's business operations and/or assets, to assume and uphold the conditions of this Supplementary Agreement in the same manner and to the same extent as the Company would have done if no new owner was found. Negligence on the part of the Company to obtain such an undertaking or agreement from a new owner prior to such transfer coming into force, shall be equivalent to breach of contract, whereby the Employee shall have the right compensation from the Company in an equivalent amount, and on the same terms, to which the Employee would otherwise have had the right in accordance with the terms and conditions of this Supplementary Agreement.

16. The terms and conditions of this Supplementary Agreement have been drawn up in accordance with the rules governing the national pension plan, pension terms under the terms of collective agreements, taxation laws, etc, which were known at the time when this Supplementary Agreement was signed. If circumstances change to any great degree, the Company has the right and the obligation to adjust the terms and conditions of this Agreement, however, with due consideration of the underlying objective of this Supplementary Agreement.

Dated: 10 January, 2002

Signed:
Autoliv Inc. XX

Acknowledgement of Translation

The undersigned officer of Autoliv, Inc. hereby certifies that the foregoing translation of the Form of Supplementary Agreement to the Employment Agreement is a fair and accurate translation from Swedish of the original agreement within the meaning of Rule 306 under Regulation S-T under the Securities Act of 1933.

/s/ Jorgen I. Svensson
----------------------------------
Jorgen I. Svensson
Vice President Legal, General Counsel
and Secretary

Executive                     Position                                           Retirement    Date
                                                                                 Age

Jorgen I. Svensson            Vice President Legal, General Counsel, Secretary   60            4/30/97
Leif Berntsson                Vice President Quality                             60            4/30/97
Jan Olsson                    Vice President Engineering                         60            9/30/97
Magnus Lindquist              Vice President, Chief Financial Officer            60            2/22/01
Yngve Haland                  Vice President Research                            62            12/14/97
Mats Odman                    Director Corporate Communications                  62            12/14/97
Lars Sundberg                 Chief Information Officer                          62            2/7/01
Halver Jonzon                 Vice President Purchasing                          62            7/5/01
Hans-Goran Patring            Vice President Human Resources                     62            3/12/01

Exhibit 10.6

A G R E E M E N T

This Agreement is made under the 11th of November, 1998 between Autoliv, Inc. ("the Company")

And

Lars Westerberg, personal code number 480626-1691 ("the Appointee")

WHEREBY IT IS AGREED as follows:

1. The Company hereby agrees to employ the Appointee and the Appointee hereby agrees to serve the Company as Chief Executive Officer and President preliminarily from February 1, 1999 or from a date to be agreed upon later on and thereafter unless and until terminated by either party hereto giving to the other 24 calendar months' (the Company) respectively 12 months' (the Appointee) previous notice in writing to terminate the employment expiring at the end of the notice time.

2. During the continuance of his employment hereunder the Appointee shall unless prevented by ill health, injury or other incapacity and except when absent on authorised holiday use his best endeavours to promote the interest of the Company and those of its subsidiaries and associated companies and shall during normal business hours devote the whole of his time, attention and abilities to the business and affairs of the Company and its subsidiaries and associated companies. In addition the Appointee shall devote as much time outside normal business hours to the performance of his duties as may in the interests of the Company be reasonably necessary; the Appointee shall not receive any remuneration in addition to that set out in Clause 4 hereof in respect of his work during such time.

3. During the continuance of his employment hereunder the Appointee shall not without the consent of the Chairman of the Board of Directors directly or indirectly be engaged, concerned or interested in any business in a manner that would conflict Clause 2 hereof either alone or jointly with or as a director, manager, agent or servant of any other person, firm or company, provided that nothing in this clause shall preclude the Appointee from holding shares, loan, stock or other securities in any entity as an investment.

4.a) As remuneration for his service hereunder the Appointee shall receive a gross salary at the rate of SEK 4 400 000 per annum payable by equal monthly instalments in arrears on the 25th day of every calendar month and reviewable annually on the first day of January in each and every succeeding year of the term commencing with the 1st of January 2000.

b) The Appointee is entitled to an annual profit-oriented bonus that for 1999 at budget EBT level will amount to SEK 1 500 000 annual rate and reviewable annually on the first day of January in each and every succeeding year of the term commencing with the 1st of January 2000. However, for 1998 the bonus will be fixed to SEK 1 500 000 annual rate.

Regarding the bonus formula, see the enclosed supplement to Employment Agreement.

c) The Appointee is entitled to participate in the Autoliv, Inc. 1997 Stock Incentive Plan and such subsequent plans at terms, conditions and with grants decided by the Company's Compensation Committee of the Board of Directors. All such grants and plans are subject to shareholder approval. For 1999 the Appointee is entitled to 15 000 stock options.

d) The Company shall provide the Appointee with a motor car for use in connection with his duties under this Agreement and the Company shall bear all petrol, maintenance and repair costs, taxes and insurance in relation thereto, including the cost of all private mileage.

e) The Appointee is entitled to the Skandia Medical Care Insurance.

f) Normal conditions of Employment as issued by the Company apply.

5. The Company shall pay to or reimburse the Appointee for all travelling, hotel and other expenses wholly exclusively and necessarily incurred by him in the performance of his duties under this Agreement. The Appointee shall on being so required provided the Company with vouchers or other evidence of actual payment of the said expenses.

6. The Appointee is entitled to yearly holidays amounting to the legal minimum holiday days (at present 25) plus five days. The Swedish holiday law regulates such holiday entitlement including extra vacation pay.

7. The Appointee has the right and, if not otherwise agreed upon, the obligation to retire on the last day of the month preceding his 60th birthday. The pension until the month preceding the Appointee's 65th birthday will amount to 60 percent of the annual gross salary when retiring or when leaving the Company. This benefit will accrue on a straight line between the date of employment and May 31, 2008. The Company shall fund such promise if the employment would cease before retirement date.

From the month of the Appointee's 65th birthday, he is entitled to the following pension benefits.

A. The Company pays ITP premiums according to the so called 35/25 rule.

B. The Appointee is entitled to a complementary pension amounting to 32,5% of the gross salary (when retiring) between 20 and 30 so called Basbelopp (Bb). 50% of the amount between 30 and 100 Bb 32,5% of the amount above 100 Bb.

If the Appointee will die, his widow is entitled to a pension that is 50 percent of the Appointee's complementary pension. Furthermore, the Appointee is, in case of a long sickness period, entitled to an insurance covering part of the lost remuneration benefits.

All these entitlements are described in the enclosed "Pensionsavtal".

8. The Appointee shall not during or after the termination of his employment hereunder disclose to any person, firm of company whatsoever or use for his own purpose or for any purposes other than those of the Company any information relating to the Company or its subsidiary or associated companies or its or their business or trade secrets of which he has or shall hereafter become possessed. These restrictions shall cease to apply to any information which may come into the public domain (other than by breach of the provisions hereof).

The Appointee shall upon the termination of his employment hereunder for whatever reason immediately deliver up to the Company all designs, specifications, correspondence and other documents, papers, the car provided hereunder and all other property belonging to the Company or any company within the Group or which may have been prepared by him or have come into his possession in the course of his employment.

9. The Appointee must have during 12 months following the termination of this employment (i) accept employment within such part of a competitor of the Company, so that it can make use of such confidential information relating to the Company that the Appointee has obtained in his employment with the Company, (ii) engage himself as partner or owner in such competitor of the Company nor act as advisor to such competitor.

This non-competition engagement is not applicable when

a) the Company has given notice of terminating the employment, unless the termination is caused by a breach of the provisions in this Agreement by the Appointee

b) the Appointee has given notice of terminating the employment because of the Company's breach of the provisions in this Agreement.

Breach of the provisions means such a situation when the other party has the right to terminate this Agreement with immediate effect.

If the Appointee does not comply with this non-competition engagement, the Company is entitled to damages amounting to 6 times the average monthly gross salary that the Appointee has received during the last 12 months before leaving the Company.

If this Agreement is terminated for any other reason than retirement, the Company shall pay, as a compensation for the inconvenience of the non-competition engagement, per month, the difference between the Appointee's monthly gross salary when the employment terminates and the lower salary, that the Appointee may earn in a new employment. This payment shall not exceed 60 percent of the Appointee's gross salary when leaving the Company and the maximum time for the payments in 12 months. The Appointee has continuously to inform the Company of his gross salary in his new employment. This provision shall apply also if the Appointee has got no new employment. No payments will be made after retirement.

10 a) The general nature of any discovery, invention, secret process or improvement made or discovered by the Appointee during the period of the Appointee's employment by the Company (hereinafter called "the Appointee's Inventions") shall be notified by the Appointee to the Company forthwith upon it being or discovered.

b) The entitlement as between the Company and the Appointee to the Appointee's Inventions shall be determined in accordance with the current Swedish Patent Act and the Appointee acknowledges that because of the nature of his duties and the particular responsibilities arising therefrom he has a special obligation to further the interests of the Company's undertakings.

c) Where the Appointee's Inventions are to be assigned to the Company, the Appointee shall make a full disclosure of the same to the Company and if and whenever required to do so shall at the expense of the Company apply or joint with the Company or other persons required by the Company in applying for letters, patent or other equivalent protection in Sweden and in any other part of the world of such Appointee's Inventions.

11. This Agreement takes effect in substitution of all previous agreements and arrangements whether written, oral or implied between the Company and the Appointee relating to the employment of the Appointee without prejudice to any rights accrued to the Company or the Appointee prior to the commencement of his employment under this Agreement.

12. Disputes regarding this Agreement shall be settled by arbitration in accordance with the Swedish Arbitration Act. The arbitration shall take place in Stockholm. The provisions on voting and cumulation of parties and claims in the Swedish Procedural Code shall be applied in the arbitration.

All costs and expenses for an arbitration, whether initiated by the Company or by the Appointee, including the Appointee's costs for solicitor, shall be borne by the Company.

13. This Agreement shall be governed by the construed in accordance with Swedish law including its rules as to the conflict of laws.

IN WITNESS whereof this Agreement has been executed the day and year first above written.

The Company:                                         The Appointee:
Autoliv, Inc.

/s/ Gunnar Bark                                      /s/ Lars Westerberg
Gunnar Bark                                          Lars Westerberg
Chairman & CEO

SUPPLEMENT TO EMPLOYMENT AGREEMENT FOR LARS WESTERBERG

This is to confirm for 1999:

THAT you are entitled to an EBT-related bonus according to the following formula:

A. EBT for ALV The bonus starts from zero at actual EBT = 70% of BU EBT and reaches SEK 1 500 000 when actual EBT = BU EBT.

The bonus increases at the same rate up to a cap amounting to SEK 3 000 000 when actual EBT = 1,3 times BU EBT.

The bonus is payable after written confirmation from VP Human Resources of Autoliv, Inc. when the annual accounts have been approved. The bonus formulas are subject to annual review.

Stockholm, November 11, 1998

Autoliv, Inc.

/s/ Gunnar Bark
Gunnar Bark
Chairman & CEO

Exhibit 10.7

THIS AGREEMENT, dated, is made by and between Autoliv, Inc., a Swedish corporation (the "Company"), and nn (the "Executive").

1. DEFINED TERMS. The definitions of capitalized terms used in this Agreement are provided in the last Section hereof.

2. TERM OF AGREEMENT. The Term of this Agreement shall commence on the date hereof and shall continue in effect through December 31, 2002; PROVIDED, HOWEVER, that commencing on January 1, 2003 and each January 1 thereafter, the Term shall automatically be extended for one additional year unless, not later than September 30 of the preceding year, the Company or the Executive shall have given notice not to extend the Term; and FURTHER PROVIDED, HOWEVER, that if a Change in Control shall have occurred during the Term, the Term shall expire no earlier than twenty-four (24) months beyond the month in which such Change in Control occurred.

3. COMPANY'S COVENANTS SUMMARIZED. In order to induce the Executive to remain in the employ of the Company and in consideration of the Executive's covenants set forth in Section 4 hereof, the Company agrees, under the conditions described herein, to pay the Executive the Severance Payments. Except as provided in Section 9.1 hereof, no Severance Payments shall be payable under this Agreement unless there shall have been (or, under the terms of the second sentence of Section 6.1 hereof, there shall be deemed to have been) a termination of the Executive's employment with the Company following a Change in Control and during the Term. This Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company.

4. THE EXECUTIVE'S COVENANTS.

a. The Executive agrees that, subject to the terms and conditions of this Agreement, in the event of a Potential Change in Control during the Term, the Executive will remain in the employ of the Company until the earliest of (i) a date which is six (6) months from the date of such Potential Change of Control, (ii) the date of a Change in Control, (iii) the date of termination by the Executive of the Executive's employment for Good Reason or by reason of death or Retirement, or (iv) the termination by the Company of the Executive's employment for any reason.

b. The Executive agrees that for a period of twelve (12) months after the termination of his employment with the Company he will not (i) work for a competitor of the Company where any Proprietary Information in the Executive's possession could be used or (ii) acquire any ownership interest whatsoever in any competitor of the Company except for ownership interests of less than 5% of the outstanding shares of any publicly traded company.

5. COMPENSATION OTHER THAN SEVERANCE PAYMENTS

5.1 If the Executive's employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect immediately prior to the Date of Termination or, if higher, the rate in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company's compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favourable to the Executive, as in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason.

5.2 If the Executive's employment shall be terminated for any reason following a Change in Control during the Term, the Company shall continue to pay in accordance with relevant Swedish law, rules and regulations all applicable social costs on behalf of the Executive as such payments become due.

6. SEVERANCE PAYMENTS

6.1 If (i) the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death, or (C) by the Executive without Good Reason, or (ii) the Executive voluntarily terminates his employment for any reason during the one-month period commencing on the first anniversary of the Change in Control, then, in either such case, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this
Section 6.1 ("Severance Payments") and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) the Executive's employment is terminated by the Company without Cause prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment for Good Reason prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, any position taken by the Executive shall be presumed to be correct unless the Company establishes to the Committee by clear and convincing evidence that such position is not correct.

6.2 In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to two point five
(2.5) times the sum of (i) the Executive's annual base salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, (ii) the average of the annual bonuses earned by the Executive pursuant to any annual bonus or incentive plan, other than the Long Term Incentive Plan, maintained by the Company in respect of the two fiscal years, or if higher, the bonus earned in respect to the fiscal year, ending immediately prior to the fiscal year in which the Date of Termination occurs or, if higher, immediately prior to the fiscal year in which occurs the first event or circumstance constituting Good Reason and (iii) the taxable value of the benefit of a company car and the value of any pension benefits that the Executive would have been entitled to should the Executive have remained in service for 1 year following the Date of Termination. In addition, the Company shall pay in accordance with relevant Swedish law all relevant social costs attributable to the lump sum severance payment described in the previous sentence.

6.3 The payments provided in Section 6.2 hereof shall be made not later than the fifth day following the Date of Termination; PROVIDED, HOWEVER, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Company of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest on the unpaid remainder (or on all such payments to the extent the Company fails to make such payments when due) at 120% of the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at 120% of the rate provided in section 1274(b)(2)(B) of the Code).

6.4 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing in good faith any issue hereunder relating to the termination of the Executive's employment, in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding attributable to any payment or benefit provided hereunder. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

7. TERMINATION PROCEDURES AND COMPENSATION DURING DISPUTE.

7.1 NOTICE OF TERMINATION. After a Change in Control and during the Term, any purported termination of the Executive's employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated. Further, a Notice of Termination for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars thereof in detail.

7.2 DATE OF TERMINATION. "Date of Termination," with respect to any purported termination of the Executive's employment after a Change in Control and during the Term, shall mean the date specified in the Notice of Termination (which, in the case of a termination by the Company (except in the case of a termination for Cause) and by the Executive, shall not be less than six (6) months from the date such Notice of Termination is given).

7.3 DISPUTE CONCERNING TERMINATION. If within fifteen (15) days after any Notice of Termination is given, or, if later, prior to the Date of Termination (as determined without regard to this Section 7.3), the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be extended until the earlier of (i) the date on which the Term ends or (ii) the date on which the dispute is finally resolved, either by mutual written agreement of the parties or by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal there from has expired and no appeal has been perfected); PROVIDED, HOWEVER, that the Date of Termination shall be extended by a notice of dispute given by the Executive only if such notice is given in good faith and the Executive pursues the resolution of such dispute with reasonable diligence.

7.4 COMPENSATION DURING DISPUTE. If a purported termination occurs following a Change in Control and during the Term and the Date of Termination is extended in accordance with Section 7.3 hereof, the Company shall continue to pay the Executive the full compensation in effect when the notice giving rise to the dispute was given (including, but not limited to, salary) and continue the Executive as a participant in all compensation and benefit plans in which the Executive was participating when the notice giving rise to the dispute was given, until the Date of Termination, as determined in accordance with Section 7.3 hereof. Amounts paid under this Section 7.4 are in addition to all other amounts due under this Agreement (other than those due under Section 5.2 hereof) and shall not be offset against or reduce any other amounts due under this Agreement.

8. NO MITIGATION. The Company agrees that, if the Executive's employment with the Company terminates during the Term, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to Section 6 hereof or Section 7.4 hereof. Further, the amount of any payment or benefit provided for in this Agreement shall not be reduced by any compensation earned by the Executive as a result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise.

9. SUCCESSORS: BINDING AGREEMENT.

9.1 In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled to hereunder if the Executive were to terminate the Executive's employment for Good Reason after a Change in Control, except that, for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

9.2 This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive's estate.

10. NOTICES. For the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the address inserted below the Executive's signature on the final page hereof and, if to the Company, to the address set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

To the Company:

Box 703 81
S-107 24 Stockholm
Sweden
Attention: Vice President Human Resources

11. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either party; provided, however, that this Agreement shall supersede any agreement setting forth the terms and conditions of the Executive's employment with the Company only in the event that the Executive's employment with the Company is terminated on or following a Change in Control, by the Company other than for Cause or by the Executive other than for Good Reason. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the Kingdom of Sweden. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under applicable law and any additional withholding to which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the Term (including, without limitation, those under Sections 6 and 7 hereof) shall survive such expiration.

12. DEFINITIONS. For purposes of this Agreement, the following terms shall have the meanings indicated below:

(A) "Affiliate" shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

(B) "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

(C) "Board" shall mean the Board of Directors of the company.

(D) "Cause" for termination by the Company of the Executive's employment shall mean (i) and wilful and continued failure by the Executive to substantially perform the Executive's duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant to
Section 7.1 hereof) after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive's duties, or (ii) the wilful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise. For purposes of clauses (i) and (ii) of this definition, (x) no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's act, or failure to act, was in the best interest of the Company and (y) in the event of a dispute concerning the application of this provision, no claim by the Company that Cause exists shall be given effect unless the Company establishes to the Committee by clear and convincing evidence that Cause exists.

(E) A "Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(I) any Persons is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 25% or more of the combined voting power of the Company's then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (III) below; or

(II) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or
(III) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities; or

(IV) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

Notwithstanding the foregoing, a "Change in Control" shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

(F) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

(G) "Committee" shall mean (i) the individuals (not fewer than three in number) who, on the date six months before a Change in Control, constitute the Compensation committee of the Board, plus (ii) in the event that fewer than three individuals are available from the group specified in clause (i) above for any reason, such individuals as may be appointed by the individual or individuals so available (including for this purpose any individual or individuals previously so appointed under this clause (ii)).

(H) "Company" shall mean Autoliv, Inc. and, except in determining under Section 13(E) hereof whether or not any Change in Control of the Company has occurred, shall include any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(I) "Date of Termination" shall have the meaning set forth in
Section 7.2 hereof.

(J) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.

(K) "Executive" shall mean the individual named in the first paragraph of this Agreement.

(L) "Good Reason" for termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent) after any Change in Control, or prior to a Change in Control under the circumstances described in clauses (ii) and (iii) of the second sentence of Section 6.1 hereof (treating all references in paragraphs (I) through (VII) below to a "Change in Control" as references to a "Potential Change in Control"), of any one of the following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (I), (V), (VI) or (VII) below, such act or failure to act is corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof:

(I) the assignment to the Executive of any duties inconsistent with the Executive's status as an executive officer of the Company or a substantial adverse alteration in the nature or status of the Executive's responsibilities from those in effect immediately prior to the Change in Control other than any such alteration primarily attributable to the fact that the Company may no longer be a public company;

(II) a reduction by the Company in the Executive's annual base salary as in effect on the date hereof or as the same may be increased from time to time except for across-the-board salary reductions similarly affecting all executives of the Company and all executives of any Person in control of the Company;

(III) the relocation of the Executive's principal place of employment to a location more than 30 miles from the Executive's principal place of employment immediately prior to the Change in Control or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations;

(IV) the failure by the Company to pay to the Executive any portion of the Executive's current compensation except pursuant to an across-the-board compensation deferral similarly affecting all executives of the Company and all executives of any Person in control of the Company, or to pay to the Executive any portion of an instalment of deferred compensation under any deferred compensation program of the Company, within seven (7) days of the date such compensation is due;

(V) the failure by the Company to continue in effect any compensation plan in which the Executive participates immediately prior to the Change in Control which is material to the Executive's total compensation, including but not limited to the Bonus and Long Term Incentive Plan Bonus set forth as items 2 and 3, respectively, in the Executive's letter agreement with the Company dated September 11, 1997 or any substitute plans adopted prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue the Executive's participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Executive's participation relative to other participants, as existed immediately prior to the Change in Control;

(VI) the taking of any action by the Company which would directly or indirectly deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect at the time of the Change in Control; or

(VII) any purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7.1 hereof; for purposes of this Agreement, no such purported termination shall be effective.

The Executive's right to terminate the Executive's employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

For purposes of any determination regarding the existence of Good Reason, any claim by the Executive that Good Reason exists shall be presumed to be correct unless the Company establishes to the Committee by clear and convincing evidence that Good Reason does not exist.

(M) "Notice of Termination" shall have the meaning set forth in
Section 7.1 hereof.

(N) "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(O) "Potential Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(I) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control;

(II) the Company or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control;

(III) any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 15% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates); or

(IV) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred. (P) "Proprietary Information" shall means all data, reports, interpretations, forecasts and records containing or otherwise reflecting information concerning the Company, its affiliates and subsidiaries which is not available to the general public.

(Q) "Retirement" shall be deemed the reason for the termination by the Executive of the Executive's employment if such employment is terminated in accordance with the Company's retirement policy, including early retirement, generally applicable to its salaried employees.

(R) "Severance Payments" shall have the meaning set forth in
Section 6.1 hereof.

(S) "Term" shall mean the period of time described in Section 2 hereof (including any extension, continuation or termination described therein).

AUTOLIV, INC.

By _____________________
Name:
Title:

Address:

Executive                        Position                                                   Date

Jorgen I. Svensson               Vice President Legal, General Counsel, Secretary           5/1/97
Leif Berntsson                   Vice President Quality                                     5/1/97
Jan Olsson                       Vice President Engineering                                 8/17/99
Magnus Lindquist                 Vice President, Chief Financial Officer                    1/31/02
Yngve Haland                     Vice President Research                                    5/8/99
Mats Odman                       Director Corporate Communications                          8/17/99
Lars Sundberg                    Chief Information Officer                                  1/31/02
Halver Jonzon                    Vice President Purchasing                                  1/31/02
Hans-Goran Patring               Vice President Human Resources                             1/31/02
Lars Westerberg                  President and Chief Executive Officer                      5/8/99

Exhibit 10.8

PENSION AGREEMENT

This Pension Agreement has been drawn up between Autoliv AB, company registration number 556036-1981, hereinafter called the Company, and Lars Westerberg, civic number 480626-1691 (year/month/date/number). This Agreement replaces the pension agreement dated 11 November, 1998.

1. Age of retirement The age of retirement determined for Lars Westerberg is 60. This implies retirement as of, and including, the month when Lars Westerberg attains the age of 60.

2. Occupational pension insurance The Company undertakes to pay premiums for occupational pension insurance policies, in the following amounts:

- 35% of salary amount up to 20 times the Swedish base amount, and
- 25% of salary amount in the interval between 20 and 30 times the Swedish base amount.

However, the Company will not pay premium amounts in excess of such amount for which the Company may claim tax deduction in accordance with ss.23 of the Municipal Council Taxation Act, 20th paragraph (specifically, the Alternative Rule).

In accordance with the purchase arrangements for these policies, the Company shall be the owner of the policies and Lars Westerberg shall be the insured.

The Company undertakes to make due payment of the premiums on a monthly basis, up to and including the month immediately prior to the month when Lars Westerberg attains the age of 60. However, only as long as Lars Westerberg is in the employ of the Company, including the last month of employment.

The pension agreement in respect of the collective Swedish ITP plan (supplementary pension for salaried employees in industry and commerce) as determined between the Swedish Employers' Federation (SAF) and the Negotiation Cartel for Salaried Employees in the Private Business Sector (PTK), as well as the Company's general supplementary plan that is registered through SPP Life Insurance Company Ltd and which pertains to pension benefits for salary amounts in excess of 30 times the Swedish base amount, shall not apply for Lars Westerberg.

3. Supplementary pension

3.1 The pension-bearing salary The supplementary pension shall be calculated on the basis of the current fixed salary (12.2 times the monthly salary).

The Company shall have the right to limit any increase of the pension-bearing salary in respect to any salary increases that may occur when less than 60 months remain up to the age of retirement and when any such increase is greater than 10%. The Company shall notify Lars Westerberg in writing concerning any such limitation at the latest two months after the new salary is known.

3.2 Supplementary old age pension cover before age 65 Supplementary old age pension before age 65 shall be paid, from the age of retirement up to and including the month immediately prior to the month when Lars Westerberg attains the age of 65, in an amount equivalent to 60% of the salaried income.

Old age pension before age 65 is reduced when payments, as specified below, are made:

- disability pension paid through disability insurance purchased by the company,
- disability pension in accordance with the provisions of the National Insurance Act, and
- temporary disability pension, or early retirement, in accordance with the provisions of the National Insurance Act.
- Supplementary old age pension before age 65 provided by Granges AB, including any adjustments in line with the consumer price

The supplementary old age pension before age 65 will be payable by the Company in the form of direct pension benefits. The benefits have been secured in such manner that the Company has purchased an insurance policy through SPP Life Insurance Company, with Lars Westerberg as insured. The Company is the owner of such insurance policy. The policy so purchased has been pledged to the benefit of Lars Westerberg.

The Company undertakes to pay the monthly premiums up to, and including, the month immediately prior to the month when Lars Westerberg attains the age of 60, however, only as long as his employment with the Company is in force, including the final month of employment.

3.3 Supplementary old age pension cover after age 65 Supplementary old age pension will be paid after age 65, for life, as of, and including, the month when Lars Westerberg attains the age of 65, in the following amounts:

- 32.5% of salary amount in the interval between 20 and 30 times the Swedish base amount,
- 50% of salary amount in the interval between 30 and 100 times the Swedish base amount, and
- 32.5% of salary amount in excess of 100 times the Swedish base amount.

Old age pension benefits after age 65 are reduced by the amount of supplementary old age pension after age 65 simultaneously paid by Granges AB, including any adjustments in line with the consumer price index.

The supplementary old age pension after age 65 will be payable by the Company in the form of direct pension benefits. The benefits have been secured in such manner that the Company has purchased an insurance policy through SPP Life Insurance Company Ltd, with Lars Westerberg as insured. The Company is the owner of such insurance policy. The policy so purchased has been pledged to the benefit of Lars Westerberg.

The Company undertakes to pay the monthly premiums up to, and including, the month immediately prior to the month when Lars Westerberg attains the age of 60, however, only as long as his employment with the Company is in force, including the final month of employment.

3.4 Supplementary disability pension Supplementary disability pension will be paid in the event of disablement, when the Company no longer pays sickness benefits. The level of disablement shall be at least 50%. If disablement is not 100%, but is only partial, then disability pension will be paid in proportion to the degree of disablement.

Full disability pension will be paid in the following amounts:
- 32.5% of salary in the interval between 20 and 30 times the Swedish base amount,
- 50% of salary in the interval between 30 and 100 times the Swedish base amount, and
- 32.5% of salary in excess of 100 times the Swedish base amount.

Disability pension benefits will be paid monthly.

After commencement of payment of disability pension benefits, the amount shall be adjusted in line with developments of the Swedish base amount.

The supplementary disability pension will be payable by the Company in the form of direct pension benefits. The benefits have been secured in such manner that the Company has purchased an insurance policy through Skandia Life Insurance Company Ltd, with Lars Westerberg as insured, the insurance amount of which corresponds to the pension benefits subject of the Company's undertakings. The Company is the owner of such insurance policy. The policy so purchased has been pledged to the benefit of Lars Westerberg.

The Company undertakes to pay the monthly premiums up to, and including, the month immediately prior to the month when Lars Westerberg attains the age of 60, however, only as long as his employment with the Company is in force, including the final month of employment.

3.5 Supplementary family pension The right to supplementary family pension shall come into force as of, and including, the month after the death of Lars Westerberg.

The right to family pension shall be vested in Lars Westerberg's spouse and children under the age of 20.

A partner of the opposite sex who, without having been married to Lars Westerberg, has lived with Lars Westerberg on a permanent basis prior to his death, shall have same status as surviving spouse.

A precondition that a partner shall have the right to receive family pension, is that Lars Westerberg has duly informed the Company in writing of the name and civic number of such person.

However, the right to family pension in respect of surviving spouse/partner, shall not apply if the marriage/partnership has commenced:
- after Lars Westerberg has attained the age of retirement, or
- when Lars Westerberg's disablement is permanently reduced by at least 50%, or
- when Lars Westerberg suffered from ill health which, within a period of 6 months after commencement of marriage/relationship, was the cause of Lars Westerberg's death.

Basic amounts for supplementary family pension are as follows:
- 16.25% of salary in the interval between 20 and 30 times the Swedish base amount,
- 25% of salary in the interval between 30 and 100 times the Swedish base amount, and
- 16.25% of salary in excess of 100 times the Swedish base amount.

Family pension benefits are payable in the percentage of the basic amount, as detailed below:

Beneficiary                                               Family pension in %
                                                          of the basic amount

Surviving spouse/partner without children                      100
Surviving spouse/partner and one child                         130
Surviving spouse/partner and two children                      150
Surviving spouse/partner and more than two children            150+
For each child over and above two children                      10

One child                                                       75
Two children                                                   110
Three children                                                 135
Four children                                                  150+
For each child over and above four children                     10

Family pension benefits will be reduced by the amount of supplementary family pension benefits that are simultaneously paid by Granges AB, including any upwards adjustments in line with the consumer price index.

The rights of a surviving spouse/partner to family pension benefits will cease in the event such person enters into a new marriage. In such a case, family pension benefits will cease as of, and including, the month after the month when new marriage occurred.

The supplementary family pension will be payable by the Company in the form of direct pension benefits. The benefits have been secured in such manner that the Company has purchased an insurance policy through SPP Life Insurance Company Ltd, with Lars Westerberg as insured. The Company is the owner of such insurance policy. The policy so purchased has been pledged to the benefit of Lars Westerberg.

The Company undertakes to pay the monthly premiums up to, and including, the month immediately prior to the month when Lars Westerberg attains the age of 60, however, only as long as his employment with the Company is in force, including the final month of employment.

3.6 Termination of employment prior to attainment of age of retirement When Lars Westerberg terminates his services at the Company, he shall have the right to conversion into paid-up policy in respect of old age pension and family pension. Pension rights are earned on a linear basis commencing as of, and including, the date when Lars Westerberg commenced his services at the Company.

3.7 Early or deferred withdrawal Lars Westerberg does not have the right to early withdrawal of old age pension benefits without prior consent from the Company.

Lars Westerberg has the right to defer withdrawal of old age pension benefits, however, at the longest up to, and including, the month immediately prior to the month when he attains the age of 70.

Adjustment/recalculation of old age pension benefits shall be performed in accordance with the technical bases applied by SPP Life Insurance Company Ltd.

3.8 Indexation of pension Payments in respect of supplementary old age and family pension benefits shall be adjusted upwards as per 1 January each year in line with change in the consumer price index, calculated from September two years before the payment year and through to September of the year prior to the payment year.

In the event that Lars Westerberg qualifies for conversion to paid-up policy in accordance with the provisions of Item 3.6 above, the paid-up value shall be adjusted upwards in the same manner as detailed in the foregoing paragraph.

3.9 Termination of pension Over and above specifications detailed in this Agreement, the supplementary pension shall cease to be in force at the end of the month during which the person covered by this Pension Agreement dies.

3.10 Other conditions Any terms and conditions in respect of supplementary pension that are not specifically regulated by the provisions of this Agreement, shall otherwise be regulated in accordance with the provisions of the national ITP plan.

The insurance terms applied by Skandia Life Insurance Company Ltd and SPP Life Insurance Company Ltd, respectively, shall be applied in their pertinent parts.

4. Pension benefits over and above the supplementary pension benefits Because Lars Westerberg's age of retirement has been set at 60, the Company will not pay any premiums for an occupational pension when Lars Westerberg has attained this age. For purposes of compensating Lars Westerberg in this matter, the Company will undertake to make arrangements for other pension after the age of 65.

4.1 Undertaking in respect of pension The Company undertakes to pay old age pension benefits to Lars Westerberg in accordance with the provisions of Item 4.3 above, and family pension benefits in accordance with the provisions of Item 4.4 above.

4.2 Purchase of insurance policies Pension benefits over and above supplementary pension benefits will be payable by the Company in the form of direct pension benefits. The benefits have been secured in such manner that the Company has purchased an insurance policy through Skandia Life Insurance Company Ltd and SkandiaLink Life Insurance Company Ltd (hereinafter together called Skandia) with Lars Westerberg as insured, in accordance with the following terms:

o Owner of the insurance: the Company
o Co-insureds: Lars Westerberg's spouse/partner and children
o Terms governing payment:
- Life annuity is paid to the Company as of, and including, the month when Lars Westerberg attains the age of 65, and for as long as Lars Westerberg lives.
- If Lars Westerberg dies before the date just mentioned, the pension capital will be paid monthly to the Company for a period of 20 years, however, only as long as any one of the co-insureds lives.
- If Lars Westerberg dies after the date just mentioned, but before a full period of 20 years of payments has passed, the outstanding pension capital will be paid monthly to Company during the remainder of the payment period, however, only as long as any one of the co-insureds lives.
o Terms of payment of premium amounts:
The premium amounts shall be adjusted in line with developments of the Swedish base amount, and currently amount to SEK 8,162 per month.

The Company undertakes to make monthly payments of the premium amount up to, and including, the month immediately prior to the month when Lars Westerberg attains the age of 60, however, only so long as Lars Westerberg is in the employ of the Company, including the last month of employment.

4.3 Old age pension Old age pension benefits will be paid as of, and including, the month when Lars Westerberg attains the age of 65. The pension will be paid on a monthly basis. The monthly pension amount shall, on each at each payment, be equally large as the amount that the Company receives through the insurance policy.

Agreement may be reached between the Company and Lars Westerberg as regards another point in time for commencement of payments, as well as regards another period of period. In such a case, the pension benefits will be based on the insurance amount subsequent to the change.

4.4 Family pension If Lars Westerberg dies before old age pension benefits are paid in accordance with the provisions of Item 4.3 above, then family pension benefits will be paid for a period of 20 years (or during other period as agreed by the parties in accordance with the provisions of Item 4.3 above).

If Lars Westerberg dies after commencement of payment of old age pension benefits, but before expiry of the full payment period, then family pension benefits will be paid during the outstanding payment period.

Family pension benefits will be paid to Lars Westerberg's spouse/partner. If there is no spouse/partner, or spouse/partner abstains partially or wholly from her rights, then payments will be made to Lars Westerberg's children who have right of inheritance (but not the offspring of children).

Family pension benefits are paid on a monthly basis. The monthly pension amount shall, on each at each payment, be equally large as the amount that the Company receives through the insurance policy.

4.5 Pledge in respect of the annuity insurance The Company pledges the insurance to Lars Westerberg as security in fulfilment of the Company's undertakings provided under this Item.

At the death of Lars Westerberg, the pledge will be transferred immediately to such person or persons who is/are entitled to receive family pension benefits. If there is/are no person or persons who holds/hold entitlement to the family pension benefits, then the rights will cease to be in force.

5. Notification in respect of pledge The Company shall have a duty to notify Skandia Life Insurance Company Ltd, SkandiaLink Life Insurance Company Ltd and SPP Life Insurance Company Ltd concerning the pledge in respect of the annuity insurance policies and endowment insurance policies.

6. Employer's contribution tax The Company shall be liable to pay employer's contribution tax, or similar taxes or fees which may be levied on the pension payments.

7. Changes in the legislation or the national ITP plan In the event that changes in legislation or the national ITP plan entail considerably changed preconditions for pension benefits under this Agreement, then the Company shall have the right to adjust the terms of the Agreement in line with changed preconditions.

8. Disputes Disputes concerning this Agreement that cannot be resolved through negotiations between the parties, shall be resolved - in Stockholm - in accordance with the Arbitration Act in force in Sweden.

The Company shall bear all costs for such arbitration proceedings, irrespective of the outcome, provided that the Board of Arbitration does not rule that Lars Westerberg has called proceedings without due cause thereto by the Company, or otherwise deliberately and intentionally, or through negligence has given cause for unnecessary legal proceedings

This Agreement has been drawn up in two identical copies, of which each party has received his copy.

Signed: Stockholm, 26 November, 1999

Autoliv AB Lars Westerberg

Acknowledgement of Translation

The undersigned officer of Autoliv, Inc. hereby certifies that the foregoing translation of the Pension Agreement is a fair and accurate translation from Swedish of the original agreement within the meaning of Rule 306 under Regulation S-T under the Securities Act of 1933.

/s/ Jorgen I. Svensson
-----------------------------
Jorgen I. Svensson
Vice President Legal, General Counsel
and Secretary