<PAGE>

                                                                 CONFORMED COPY

                        TRANSWORLD HOLDINGS (UK) LIMITED
                                    AS PARENT

                       TRANSWORLD HEALTHCARE (UK) LIMITED
                              AS ORIGINAL BORROWER

                                       AND

                        TRANSWORLD HOLDINGS (UK) LIMITED
                       TRANSWORLD HEALTHCARE (UK) LIMITED
                                OMNICARE LIMITED
                             ALLIED MEDICARE LIMITED
                                 AMCARE LIMITED
                             ALLIED OXYCARE LIMITED
                              NOVACARE (UK) LIMITED
                             AS ORIGINAL GUARANTORS

                                     PARIBAS
                                   AS ARRANGER

                                     PARIBAS
                                BARCLAYS BANK PLC
                                 AS UNDERWRITERS

                                BARCLAYS BANK PLC
                           AS AGENT AND SECURITY AGENT

                                       AND

                                     OTHERS






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

                           (POUNDS STERLING)45,500,000
                             SENIOR CREDIT AGREEMENT

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






                                 CLIFFORD CHANCE


<PAGE>



                                    CONTENTS

CLAUSE                                                                     Page

1.     Definitions And Interpretation........................................1
2.     The Facilities.......................................................31
3.     Utilisation Of The Term Facility.....................................32
4.     Interest Periods For Term Advances...................................35
5.     Payment And Calculation Of Interest On Term Advances.................36
6.     Utilisation Of The Revolving Facility................................37
7.     Payment And Calculation Of Interest On Revolving Advances............39
8.     Market Disruption And Alternative Interest Rates.....................40
9.     Notification.........................................................41
10.    Repayment Of The Term Facility.......................................42
11.    Repayment Of The Revolving Facility..................................43
12.    Mandatory Prepayment.................................................43
13.    Cancellation And Voluntary Prepayment................................46
14.    Taxes................................................................48
15.    Tax Receipts.........................................................50
16.    Increased Costs......................................................51
17.    Illegality...........................................................52
18.    Mitigation...........................................................53
19.    Representations......................................................53
20.    Financial Information................................................62
21.    Other Information....................................................65
22.    Financial Condition..................................................66
23.    Covenants............................................................75
24.    Events Of Default....................................................84
25.    Guarantee And Indemnity..............................................90
26.    Commitment Commission And Fees.......................................93
27.    Costs And Expenses...................................................94
28.    Default Interest And Break Costs.....................................95
29.    Parent's Indemnities.................................................96
30.    Currency Of Account And Payment......................................98
31.    Payments.............................................................98


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32.    Set-Off..............................................................99
33.    Sharing.............................................................100
34.    The Agent, The Arranger, The Underwriters And The Banks.............101
35.    Assignments And Transfers...........................................106
36.    Additional Borrowers................................................108
37.    Additional Guarantors...............................................109
38.    Calculations And Evidence Of Debt...................................110
39.    Remedies And Waivers, Partial Invalidity............................111
40.    Notices.............................................................111
41.    Counterparts........................................................112
42.    Amendments..........................................................113
43.    Governing Law.......................................................114
44.    Jurisdiction........................................................114
Schedule 1 THE BANKS ......................................................116
Schedule 2 FORM OF TRANSFER CERTIFICATE....................................117
Schedule 3 CONDITIONS PRECEDENT............................................121
Schedule 4 NOTICE OF DRAWDOWN..............................................127
Schedule 5 FORM OF COMPLIANCE CERTIFICATE..................................129
Schedule 6 FORM OF BORROWER ACCESSION MEMORANDUM...........................130
Schedule 7 FORM OF GUARANTOR ACCESSION MEMORANDUM..........................132
Schedule 8 ADDITIONAL CONDITIONS PRECEDENT.................................134
Schedule 9 FORM OF RESIGNATION NOTICE......................................136
Schedule 10 ASSOCIATED COSTS RATE..........................................137
Schedule 11 FORM OF CLOSING CERTIFICATE....................................139



<PAGE>


THIS AGREEMENT is made on 17 December 1999

BETWEEN

(1)     TRANSWORLD HOLDINGS (UK) LIMITED a company incorporated in England and
        Wales with company registration number 3890177 (the "PARENT");

(2)     TRANSWORLD HEALTHCARE (UK) LIMITED (a company incorporated in England
        and Wales with company registration number 03370146) in its capacity as
        borrower hereunder (the "ORIGINAL BORROWER");

(3)     TRANSWORLD HOLDINGS (UK) LIMITED, TRANSWORLD HEALTHCARE (UK) LIMITED,
        OMNICARE LIMITED, ALLIED MEDICARE LIMITED, AMCARE LIMITED, ALLIED
        OXYCARE LIMITED and NOVACARE (UK) LIMITED (the "ORIGINAL GUARANTORS");

(4)     PARIBAS as arranger of the Facilities (the "ARRANGER");

(5)     BARCLAYS BANK PLC as agent for the Banks (the "AGENT");

(6)     BARCLAYS BANK PLC as security agent for and on behalf of the Finance
        Parties (as defined below) (the "SECURITY AGENT");

(7)     PARIBAS and BARCLAYS BANK PLC as underwriters of the Facilities (the
        "UNDERWRITERS"); and

(8)     THE BANKS (as defined below).

IT IS AGREED as follows.

1.      DEFINITIONS AND INTERPRETATION

1.1     DEFINITIONS

        In this Agreement:

        "ACCESSION MEMORANDUM" means a Borrower Accession Memorandum or a
        Guarantor Accession Memorandum.

        "ACCOUNTANTS REPORT" means the long form report by
        PricewaterhouseCoopers dated December 1999 in relation to the Business
        in the agreed form which deals with, among other things, the tax and VAT
        treatment of the Group.

        "ACCOUNT DEBTOR" in relation to any person, means any other person who
        is or may become obligated to such first mentioned person under, with
        respect to, or on account of, a receivable.

        "ACQUISITION AGREEMENT" means, in relation to a Permitted Acquisition or
        a Permitted Equity Funded Acquisition, the purchase agreement prepared
        in accordance with its Acquisition Feasibility Memorandum between the
        purchaser and the vendors together with all schedules, exhibits and
        attachments to such agreement and all amendments to such purchase
        agreement.


                                      -1-


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        "ACQUISITION COSTS" means all fees, out-of-pocket costs and expenses,
        stamp, registration and other taxes incurred by the Parent or any other
        member of the Group in connection with the a Permitted Acquisition, the
        Facilities, the Warrants, the Notes, the Mezzanine Facility, the Finance
        Documents or the Mezzanine Finance Documents, the documentation relating
        to the Warrants and/or the documentation relating to the Notes.

        "ACQUISITION DOCUMENTS" means the Acquisition Agreements and all
        documents to be executed pursuant thereto in the form to be agreed for
        the purposes of the relevant Acquisition Agreement and such other
        documents (if any) relating to the transactions contemplated in such
        agreements and identified by the Agent and the Parent in writing as an
        Acquisition Document.

        "ACQUISITION EXPENDITURE ACCOUNT" means an interest bearing account with
        the Security Agent into which Available Cash is to be paid into and held
        and which is charged in favour of the Security Agent for the obligations
        of the Obligors under this Agreement. Such Available Cash may be
        withdrawn from time to time from the date hereof for the purposes of
        financing the Total Consideration.

        "ACQUISITION FEASIBILITY MEMORANDUM" means, in relation to a Permitted
        Acquisition, the acquisition feasibility memorandum (to be delivered to
        the Agent as a condition precedent to drawdown of a Term B Advance)
        describing the Permitted Acquisition and prepared in accordance with the
        Acquisition Policy including:

        (a)     a report detailing the extent to which such acquisition deviates
                (if at all) from the Acquisition Policy together with the
                rationale for the Board's recommendation to make such deviation;
                and

        (b)     the Acquisition Agreement marked to show material amendments
                from the Framework Acquisition Agreement together with a
                commentary explaining the rationale for such amendments.

        "ACQUISITION POLICY" means, in relation to a Permitted Acquisition, the
        acquisition policy of the Group as identified in Section I Clause C(5)
        of Schedule 3 (Conditions Precedent).

        "ACQUISITION WORKING CAPITAL" means, in relation to a Permitted
        Acquisition, the estimated permanent working capital of the Relevant
        Business being an amount equal to fifteen per cent. of the turnover of
        the Relevant Business for the 12 months preceding the date of the
        proposed acquisition.

        "ADDITIONAL BORROWER" means any company which has become an Additional
        Borrower in accordance with Clause 36 (Additional Borrowers).

        "ADDITIONAL GUARANTOR" means any company which has become an Additional
        Guarantor in accordance with Clause 37 (Additional Guarantors).

        "ADDITIONAL OBLIGOR" means an Additional Borrower or Additional
        Guarantor.


                                      -2-

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        "ADJUSTED CASH FLOW" means, in respect of any Relevant Period, Cash Flow
        for such Relevant Period:

        (a)     plus Interest Receivable, to the extent received in cash;

        (b)     minus Interest Payable, to the extent payable in cash; and

        (c)     minus any taxes paid in cash during such Relevant Period.

        "ADVANCE" means a Revolving Advance or a Term Advance.

        "AGREED PRO FORMA ADJUSTMENTS" means in respect of any Permitted
        Acquisition or Permitted Equity Funded Acquisition adjustments made to
        EBIT relating to such acquisition which:

        (a)     add back any non-recurring costs and expenses of the vendors and
                any overall reduction in operating expenses arising as a result
                of such acquisition;

        (b)     deducting any new operational costs and expenses including
                amounts payable to any superintendent or similar person; and

        (c)     in respect of any calculation of EBIT or EBITDA for any Relevant
                Period where such Permitted Acquisition or Permitted Equity
                Funded Acquisition did not occur at the commencement of such
                Relevant Period, annualised actual EBIT or, as the case may be,
                EBITDA of the Relevant Business or Restricted Subsidiary since
                the date of such acquisition.

        "APPLICABLE A MARGIN" means, in relation to the Term A Outstandings,
        2.00% per annum.

        "APPLICABLE B MARGIN" means, in relation to the Term B Outstandings,
        2.75% per annum.

        "APPLICABLE REVOLVING MARGIN" means, in relation to the Revolving
        Outstandings, 2.00% per annum.

        "APPLICABLE TREATY" means a double tax treaty or convention relating to
        the relief from double taxation on income and capital.

        "APPLICABLE TREATY BANKS" means a Bank acting out of a Facility Office
        to which payments pursuant to this Agreement by a Borrower may be made
        free and clear of any deduction or withholding on account of any taxes
        of, or imposed by, the country of incorporation of such Borrower,
        pursuant to an Applicable Treaty (assuming all relevant forms have been
        duly completed and any necessary direction made).

        "ASSOCIATED COSTS RATE" means, in relation to each Advance or Unpaid
        Sum, the percentage rate from time to time determined by the Agent in
        accordance with Schedule 11 (Associated Costs Rate).



                                      -3-

<PAGE>

        "AUTHORISED SIGNATORY" means, in relation to an Obligor or proposed
        Obligor, any person who is duly authorised (in such manner as may be
        reasonably acceptable to the Agent) to sign, seal or execute documents
        on behalf of such Obligor and to take such action as is required of an
        Authorised Signatory under the Finance Documents and in respect of whom
        the Agent has received a certificate signed by a director or another
        Authorised Signatory of such Obligor or proposed Obligor setting out the
        name and signature of such person and confirming such person's authority
        to act.

        "AVAILABLE CASH" means cash from time to time, standing to the credit of
        the Acquisition Expenditure Account in the name of the Borrower.

        "AVAILABLE COMMITMENT" means, in relation to a Bank at any time, the
        aggregate of its Available Term Commitment and Available Revolving
        Commitment.

        "AVAILABLE REVOLVING COMMITMENT" means, in relation to a Bank at any
        time and save as otherwise provided herein, its Revolving Commitment
        less its share of the Sterling Amount of the Revolving Outstandings at
        such time provided that such amount shall not be less than zero.

        "AVAILABLE REVOLVING FACILITY" means, at any time, the aggregate amount
        of the Available Revolving Commitments adjusted, in the case of any
        proposed utilisation, so as to take into account:

        (a)     any reduction in the Revolving Commitment of a Bank pursuant to
                the terms hereof;

        (b)     any Revolving Advance which, pursuant to any other utilisation,
                is to be made; and

        (c)     any Revolving Advance which is due to be repaid,

        on or before the proposed Utilisation Date relating to such utilisation.

        "AVAILABLE TERM COMMITMENT" means, in relation to a Bank at any time and
        save as otherwise provided herein, the aggregate of its Available Term A
        Commitment and its Available Term B Commitment at such time.

        "AVAILABLE TERM A COMMITMENT" means, in relation to a Bank at any time
        and save as otherwise provided herein, its Term A Commitment at such
        time LESS the aggregate of its share of the Sterling Amount of the Term
        A Advances which are then outstanding.

        "AVAILABLE TERM B COMMITMENT" means, in relation to a Bank at any time
        and save as otherwise provided herein, its Term B Commitment at such
        time LESS the aggregate of its share of the Sterling Amount of the Term
        B Advances which are then outstanding.



                                      -4-
<PAGE>

        "AVAILABLE TERM FACILITIES" means, at any time, the aggregate of the
        Available Term A Facility and the Available Term B Facility at such time
        and "AVAILABLE TERM FACILITY" means the amount of any such available
        facility.

        "AVAILABLE TERM A FACILITY" means, at any time, the aggregate amount of
        the Available Term A Commitments adjusted, in the case of any proposed
        utilisation, so as to take into account any reduction in the Term A
        Commitment of a Bank on or before the proposed Utilisation Date relating
        to such utilisation.

        "AVAILABLE TERM B FACILITY" means, at any time, the aggregate amount of
        the Available Term B Commitments adjusted, in the case of any proposed
        utilisation, so as to take into account any reduction in the Term B
        Commitment of a Bank on or before the proposed Utilisation Date relating
        to such utilisation.

        "BANK" means any financial institution:

        (a)     named in Schedule 1 (The Banks); or

        (b)     which has become a party hereto in accordance with the
                provisions of Clause 35.4 (Assignments by Banks) or 35.5
                (Transfers by Banks),

        and which has not ceased to be a party hereto in accordance with the
        terms hereof.

        "BORROWER" means the Original Borrower and each Additional Borrower,
        PROVIDED THAT such company has not been released from its rights and
        obligations hereunder in accordance with Clause 36.3 (Resignation of a
        Borrower).

        "BORROWER ACCESSION MEMORANDUM" means a memorandum substantially in the
        form set out in Schedule 6 (Form of Borrower Accession Memorandum).

        "BUDGET" means, in relation to the Group and the period starting no
        later than the date of this Agreement and ending 30 September 2004, the
        Business Plan, and in relation to each successive twelve (12) month
        period thereafter:

        (a)     a projected balance sheet;

        (b)     a projected profit and loss account;

        (c)     a projected cash flow statement; and

        (d)     a projected covenant calculation relating to each financial
                undertaking contained in Clause 22.1 (Financial Covenants).

        "BUSINESS" means the provision of healthcare services to the community
        and NHS Trust falling into the following divisions:

        (a)     the supply of nurses and carers to the NHS local authorities,
                private nursing homes, industry and private individuals;

        (b)     the supply of ostomy and urology products; and



                                      -5-
<PAGE>

        (c)     the supply of oxygen cylinders and concentrators.

        "BUSINESS DAY" means a day (other than a Saturday or Sunday) on which
        banks are open for business generally in London.

        "BUSINESS PLAN" means the business plan for the Group and TW US Strategy
        Paper describing the nature and extent of, and prospects for the Group's
        business and operations, dated on or about the date of this Agreement
        and prepared by the Parent.

        "CASH EQUIVALENT INVESTMENTS" means:

        (a)     debt securities denominated in (i) US Dollars or (ii) euro or
                Sterling ("OTHER CURRENCY") issued by the United States of
                America or the United Kingdom ("UK") or any country which is a
                member of the European Union whose indebtedness is rated AA or
                better by Standard & Poor's Corporation which are (in each case)
                not convertible into any other form of security;

        (b)     debt securities denominated in US Dollars or Other Currency
                which are not convertible into any other form of security, rated
                P-1 (Moody's Investor Services Inc.) or A-1 (Standard & Poor's
                Corporation) and not issued or guaranteed by any member of the
                Group;

        (c)     certificates of deposit denominated in US Dollars or Other
                Currency issued by, and sterling acceptances by, banking
                institutions authorised under applicable UK legislation which at
                the time of making such issue or acceptances, have outstanding
                debt securities rated as provided in paragraph (b) above; and

        (d)     such other securities (if any) as are approved as such in
                writing by the Agent

        PROVIDED THAT any such debt securities, certificates of deposit,
        acceptances and other securities referred to in paragraphs (a) - (d)
        above shall only constitute Cash Equivalent Investments if they have a
        maturity of six months or less or (if they have a maturity of longer
        than six months) they do not have a fixed interest rate/coupon.

        "CAPITAL EXPENDITURE" shall have the meaning given to such term in
        Clause 22.3 (Financial Definitions).

        "CASH FLOW" shall have the meaning given to such term in Clause 22.3
        (Financial Definitions).

        "CHANGE OF CONTROL" means the occurrence of the following event or
        circumstances:

        (a)     any person or group of connected persons which does not at the
                date hereof have control of the Parent or any holding company of
                the Parent acquires such control (for the purposes of this
                paragraph "connected person" shall be construed in accordance
                with Section 839 of the Income and Corporation Taxes Act 1988);
                or



                                      -6-
<PAGE>

        (b)     the persons listed in Clause 19.20 (Control of the Parent)
                ceases to have control of the Parent.

        "CLOSING CERTIFICATE" means the closing certificate substantially in the
        form set out in Schedule 11 (Form of Closing Certificate).

        "COMMITMENT" means, in relation to a Bank at any time, the aggregate of
        its Term Commitment and its Revolving Commitment.

        "COMPLIANCE CERTIFICATE" means a certificate substantially in the form
        set out in Schedule 5 (Form of Compliance Certificate).

        "CONFIDENTIALITY UNDERTAKING" means a confidentiality undertaking in the
        standard form from time to time of the LMA or in such other form as may
        be agreed between the Parent and the Agent.

        "DEBENTURE" means a debenture in the agreed form executed or to be
        executed in favour of the Security Agent.

        "DISPUTE" means any dispute referred to in Clause 44 (Jurisdiction).

        "DORMANT SUBSIDIARY" means, on any given date, a Group company

        (a)     which has been dormant within the meaning of section 250(3) of
                the Act for the period of 12 months ending on that date (or, if
                a shorter period, for the period from the date of its
                incorporation to that date) and;

        (b)     the value of whose assets does not exceed in aggregate
                (pounds sterling)10,000.

        "DUE DILIGENCE REPORT" means the preliminary legal due diligence report
        in relation to the Group dated 16 December 1999, together with the
        preliminary report dated 25 July 1999.

        "EARN OUT" means, in relation to a Permitted Acquisition, the earn out
        element (as set out in the Acquisition Policy, the related Acquisition
        Feasibility Memorandum, the Framework Acquisition Agreement and the
        relevant Acquisition Agreement) payable to the vendors as part of the
        Total Consideration.

        "ENCUMBRANCE" means (a) a mortgage, charge, pledge, lien or other
        encumbrance securing any obligation of any person, (b) any arrangement
        under which money or claims to, or the benefit of, a bank or other
        account may be applied, set off or made subject to a combination of
        accounts so as to effect discharge of any sum owed or payable to any
        person or (c) any other type of preferential arrangement (including any
        title transfer and retention arrangement) the effect of which is to give
        a creditor a preferential position in relation to any asset of a person
        on any insolvency proceeding of that person.

        "ENVIRONMENTAL CLAIM" means any claim, proceedings or official
        investigation by any person pursuant to any Environmental Law.



                                      -7-
<PAGE>

        "ENVIRONMENTAL LAW" means any applicable law in any jurisdiction in
        which any member of the Group conducts business giving rise to legal
        obligations or liability relating to the pollution or protection of the
        environment or harm to or the protection of human health or the health
        of animals or plants.

        "ENVIRONMENTAL PERMITS" means any permit, licence, consent, approval and
        other authorisation and the filing of any notification, report or
        assessment required under any Environmental Law for the operation of the
        business of any member of the Group conducted on or from the properties
        owned or used by the relevant member of the Group.

        "EVENT OF DEFAULT" means any circumstance described as such in Clause 24
        (Events of Default).

        "EXCESS CASH FLOW" has the meaning given to such term in Clause 22.3
        (Financial Definitions).

        "EXCLUDED PROCEEDS" means (a) aggregate Net Disposal Proceeds received
        in respect of sales or other transfers of assets or revenues where the
        proceeds of each such asset disposal do not exceed (pounds
        sterling)50,000 (or its equivalent) and up to but not more than s
        sterling100,000 (or its equivalent) in aggregate in any period of twelve
        months (the "PERMITTED RETENTION") and (b) any insurance recovery where
        the proceeds arising out of the same are to be applied and are applied
        in acquiring replacement assets for the assets damaged or destroyed (or
        in reinstating the relevant damaged assets) or meeting any liability in
        respect of which such moneys are received within 180 days of receipt
        PROVIDED THAT such proceeds are deposited into and held in the Holding
        Account until such time that a replacement of such asset is required or
        such reinstatement is made or such liability is met.

        "EXISTING TW US LOAN " means the existing intra-group loans between TW
        US and the Original Borrower in the amount of approximately
        (pounds sterling)40,000,000.

        "FACILITIES" means the Term Facilities and the Revolving Facility.

        "FACILITY OFFICE" means, in relation to the Agent, each office
        identified with its signature below or such other office(s) as it may
        select by notice and, in relation to any Bank, each office notified by
        it to the Agent in writing prior to the date hereof (or, in the case of
        a Transferee, at the end of the Transfer Certificate to which it is a
        party as Transferee) or such other office(s) as it may from time to time
        select by notice to the Agent.

        "FINAL MATURITY DATE" means:

        (a)     when designated "TERM A FACILITY" or "REVOLVING FACILITY", the
                sixth anniversary of the date hereof; or

        (b)     when designated "TERM B FACILITY", the seventh anniversary of
                the date hereof.



                                      -8-
<PAGE>

        "FINANCE DOCUMENTS" means this Agreement, any Borrower Accession
        Memorandum or Guarantor Accession Memorandum, the fee letters referred
        to in Clauses 26.3 (Arrangement Fee), 26.4 (Agency Fee) and 26.5
        (Underwriting Fee), the Security Documents, the Intercreditor
        Arrangements, Mezzanine Warrant Instrument, the Hedging Agreements
        entered into by a Bank (but not any other financial institution) and any
        documents evidencing the terms of any other agreement or document that
        may be entered into or executed pursuant to any of the foregoing by any
        Obligors and any other document which is designated a "FINANCE DOCUMENT"
        in writing signed by the Parent and the Agent.

        "FINANCE LEASE" means a contract treated as a finance lease in
        accordance with UK GAAP.

        "FINANCE PARTIES" means the Agent, the Security Agent, the Arranger, the
        Underwriters and the Banks and any Hedge Counterparties which are Banks.

        "FINANCIAL INDEBTEDNESS" means any indebtedness in respect of or arising
        under or in connection with:

        (a)     moneys borrowed (including overdrafts); or

        (b)     indebtedness under any debenture, bond (other than a performance
                bond issued in respect of the trade obligations), note or loan
                stock or other similar instrument; or

        (c)     any acceptance or documentary credit (other than in respect of
                trade obligations); or

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

        (e)     the acquisition cost of any asset to the extent payable after
                the time of acquisition or possession by the person liable as
                principal obligor for the payment thereof where the deferred
                payment is arranged primarily as a method of raising finance or
                financing or refinancing the acquisition of the asset acquired
                (excluding, for the avoidance of doubt, trade credit with a term
                of 180 days or less on customary terms); or

        (f)     the sale price of any asset to the extent paid before the time
                of sale or delivery by the person liable to effect such sale or
                delivery where the advance payment is arranged primarily as a
                method of raising finance or financing or refinancing the
                manufacture, assembly, acquisition or holding of the asset to be
                sold (excluding, for the avoidance of doubt, trade credit with a
                term of 180 days or less on customary terms); or

        (g)     Finance Leases, credit sale or conditional sale agreements
                (whether in respect of land, buildings, plant, machinery,
                equipment or otherwise) entered into primarily as a method of
                raising finance or financing or refinancing the



                                      -9-
<PAGE>

                acquisition of the relevant asset (but not including liabilities
                under operating leases); or

        (h)     the net amount from time to time due pursuant to any agreement
                for managing or hedging currency and/or interest rate and/or
                commodity risk whether by way of forward exchange, cap, collar,
                swap, forward rate agreement or otherwise or the net amount from
                time to time due under any other derivative contract; or

        (i)     the amount payable under any put option or other arrangement
                (excluding, until exercisable, the warrants issued under the
                Warrant Documents) whereby any member of the Group is liable, at
                the request of a third party, to purchase share capital or other
                securities issued by it or any other member of the Group prior
                to the Final Maturity Date; or

        (j)     the amount payable by any member of the Group in respect of the
                redemption of any share capital or other securities issued by it
                prior to the Final Maturity Date; or

        (k)     the amount of any guarantee or indemnity of any person in
                respect of any indebtedness falling within paragraphs (a) to (j)
                inclusive of this definition,

        and so that, where the amount of Financial Indebtedness falls to be
        calculated, no amount shall be taken into account more than once in the
        same calculation.

        For the avoidance of doubt Financial Indebtedness shall not include
        indebtedness incurred in relation to any Earn Outs payable at the date
        hereof.

        "FINANCIAL MODEL" means the financial model in the agreed form prepared
        by PricewaterhouseCoopers.

        "FINANCIAL QUARTER" shall have the meaning ascribed to it in Clause 22.3
        (Financial Definitions).

        "FLOTATION" means a successful application being made for any part of
        the share capital of the Group or any holding company of the Parent to
        be listed on any stock exchange or the grant of permission to deal in
        any such share capital on any recognised exchange.

        "FRAMEWORK ACQUISITION AGREEMENT" means the form of purchase agreement
        as identified in Section I Clause C (5) of Schedule 3 (Conditions
        Precedent).

        "FUNDS FLOW STATEMENT" means the chart and memorandum in the agreed form
        showing the payments to be made by each member of the Group and TW US at
        or immediately prior to the date hereof for the purposes of repaying the
        Existing TW US Loan.

        "GROUP" means the Parent and its subsidiaries for the time being.



                                      -10-
<PAGE>

        "GROUP ASSETS" means all the assets, properties and business of the
        Group taken as a whole.

        "GROUP REVENUES" means all revenues of the Parent.

        "GROUP STRUCTURE CHART" means the group structure chart in agreed form
        showing:

        (a)     all members of the Group;

        (b)     any person in which any Group member has an interest in the
                issued share capital or equivalent ownership interest of such
                person;

        (c)     the jurisdiction of incorporation or establishment of each
                person within (a) above; and

        (d)     that all members of the Group are wholly-owned subsidiaries of
                the Parent.

        "GUARANTOR ACCESSION MEMORANDUM" means a memorandum substantially in the
        form set out in Schedule 7 (Form of Guarantor Accession Memorandum).

        "GUARANTORS" means each of the Original Guarantors and each Additional
        Guarantor.

        "HEDGE COUNTERPARTY" means a Bank which has become a party to the
        Intercreditor Arrangements as a Hedge Counterparty in accordance with
        the provisions thereof.

        "HEDGING AGREEMENTS" means each of the agreements entered into or to be
        entered into between the Group member(s) approved by the Agent and a
        Hedge Counterparty for the purpose of hedging interest rate liabilities
        in accordance with Clause 23.34 (Hedging).

        "HOLDING ACCOUNT" means the account specified in a letter between the
        Parent and the Agent which account is held by the Original Borrower with
        the Security Agent (or any other interest bearing account held in
        England (or any other jurisdiction agreed to by the Security Agent
        (acting reasonably)) with the Security Agent by a Group member which is
        opened after the date hereof and after receipt by the Agent of written
        confirmation from the Parent that such account is to be a "Holding
        Account") (as the same may be redesignated, substituted or replaced from
        time to time) which is pledged, charged or assigned to the Security
        Agent pursuant to the Security Documents to secure all amounts due under
        the Finance Documents and from which the only withdrawals which may be
        made are to:

        (a)     (i) in the case of any disposal proceeds deposited in such
                account, reinvest in assets which are similar to the assets to
                which such disposal proceeds relate or (ii) in the case of
                insurance proceeds deposited in such account, repair, replace or
                reinstate the assets to which such insurance proceeds relate or
                to meet a third party claim or (iii) in the case of acquisition
                recoveries deposited in such account, discharge the liability,
                charge or claim to which such acquisition recoveries relate or
                to be applied in repair, replacement or reinstatement of assets
                which are a total loss or damaged as a result of the event or



                                      -11-
<PAGE>

                circumstance giving rise to such acquisition recoveries PROVIDED
                THAT, in the case of any withdrawal, such withdrawal is made as
                soon as reasonably practicable and in any event within 90 days
                (or such longer period agreed by the Agent) of receipt of such
                disposal proceeds or, as the case may be, acquisition recoveries
                or within 180 days (or such longer period agreed by the Agent)
                of receipt of such insurance proceeds and provided further the
                Parent has provided a certificate to the Security Agent
                requesting withdrawal of such proceeds (setting out in
                reasonable detail how such withdrawal shall be applied); or

        (b)     repay amounts due to the Finance Parties under this Agreement,

        and the interest rate on the deposit in such account to be the rate
        applicable to corporate customers of a similar standing to such Group
        member in respect of deposits in the same currency of similar amounts
        and similar duration.

        "HYPERION" means Hyperion Capital.

        "INDEBTEDNESS FOR BORROWED MONEY" means any indebtedness in respect of
        or arising under or in connection with Financial Indebtedness (save for
        Financial Indebtedness falling within paragraph (h) of the definition of
        "FINANCIAL INDEBTEDNESS").

        "INFORMATION MEMORANDUM" means the document approved by the Parent
        concerning the Group which, at their request and on their behalf, has
        been prepared in relation to this transaction and distributed by the
        Arranger to selected banks.

        "INITIAL INVESTOR" means Triumph Partners III, L.P. and each of its
        permitted successors, assigns or transferees.

        "INSTRUCTING GROUP" means:

        (a)     whilst there are no Outstandings, a Bank or Banks whose
                Commitments amount (or, if each Bank's Commitment has been
                reduced to zero, did immediately before such reduction to zero,
                amount) in aggregate to more than sixty-six and two thirds per
                cent. of the Total Commitments; and

        (b)     whilst there are Outstandings, a Bank or Banks to whom in
                aggregate more than sixty-six and two thirds per cent. of the
                Sterling Amount of the Outstandings is owed.

        "INTELLECTUAL PROPERTY" means any and all interests in any part of the
        world in or relating to registered and unregistered trade marks and
        service marks, domain names, patents, registered designs, trade names,
        business names, titles, registered or unregistered copyrights in
        published and unpublished works, unregistered designs, inventions
        registered or unregistered, data base rights, know-how, any other
        intellectual property rights and any applications for any of the
        foregoing and any goodwill therein.



                                      -12-
<PAGE>

        "INTERCREDITOR ARRANGEMENTS" means the intercreditor deed referred to in
        Schedule 3 Part 1 paragraph E(3) (Conditions Precedent).

        "INTEREST PERIOD" means, save as otherwise provided herein:

        (a)     any of those periods mentioned in Clause 4.1 (Interest Periods);
                and

        (b)     in relation to an Unpaid Sum, any of those periods mentioned in
                Clause 28.1 (Default Interest Periods).

        "INTRA-GROUP BORROWERS" means the intra-group borrowers named in the
        Intra-Group Loan.

        "INTRA-GROUP LOAN" means any loan between members of the Group evidenced
        by a loan agreement in the agreed form.

        "IP LICENCE" means the licence or agreement pursuant to or under which
        any Intellectual Property is held, used or exploited by any Group
        member.

        "JOINT VENTURE" means any joint venture entity, whether a company,
        unincorporated firm, undertaking, association, joint venture or
        partnership or any other entity.

        "LEGAL OPINIONS" means the Legal Opinions delivered to the Agent in
        accordance with Clause 2.3 (Conditions Precedent), Clause 36.2 (Borrower
        Conditions Precedent) and Clause 37.2 (Guarantor Conditions Precedent).

        "LEGAL RESERVATIONS" means the principle that equitable remedies may be
        granted or refused at the discretion of a court, the limitation of
        enforcement by laws relating to bankruptcy, insolvency, liquidation,
        reorganisation, court schemes, moratoria, administration and other laws
        generally affecting the rights of creditors, the time barring of claims
        under the Limitation Acts, the possibility that an undertaking to assume
        liability for or indemnify a person against non-payment of UK stamp duty
        may be void and defences of set-off or counterclaim, rules against
        contractual penalties and similar principles which are set out in the
        Legal Opinions as qualifications as to matters of law.

        "LIBOR" means, in relation to any amount owed by an Obligor hereunder on
        which interest for a given period is to accrue:

        (a)     the percentage rate per annum equal to the offered quotation
                which appears on the page of the Telerate Screen which displays
                an average British Bankers Association Interest Settlement Rate
                for sterling (being currently "3750") for such period at or
                about 11.00 a.m. on the Quotation Date for such period or, if
                such page or such service shall cease to be available, such
                other page or such other service for the purpose of displaying
                an average British Bankers Association Interest Settlement Rate
                for such currency as the Agent, after consultation with the
                Banks and the Parent, shall select; or



                                      -13-
<PAGE>

        (b)     if no quotation for the relevant currency and the relevant
                period is displayed and the Agent has not selected an
                alternative service on which a quotation is displayed, the
                arithmetic mean (rounded upwards to four decimal places) of the
                rates (as notified to the Agent) at which each of the Reference
                Banks was offering to prime banks in the London Interbank Market
                deposits in the currency of such amount and for such period at
                or about 11.00 a.m. on the Quotation Date for such period.

        "LMA" means the Loan Market Association.

        "MARKET REPORT" means the market report by Cambridge Pharma Consultancy
        dated November 1999 in relation to the Group in agreed form.

        "MANAGEMENT OPTIONS" means the seven (7) day option for management to
        invest in the Original Borrower pursuant to the Securities Purchase
        Agreement.

        "MANDATORY PREPAYMENT ACCOUNT" means an interest bearing account held in
        England by the Original Borrower with the Security Agent and identified
        in a letter between the Original Borrower and the Agent as a Mandatory
        Prepayment Account (as the same may be redesignated, substituted or
        replaced from time to time) which is pledged, charged or assigned to the
        Security Agent pursuant to the Security Documents to secure amounts due
        under the Finance Documents and from which no withdrawals may be made by
        any Group members and the interest rate on the deposit in such account
        to be the rate applicable to corporate customers of a similar standing
        to such Group member in respect of deposits in the same currency of
        similar amounts and similar duration.

        "MARGIN" means the Applicable A Margin (subject to Clause 5.3 (Term
        Margin Ratchet)), the Applicable B Margin or, as the context may
        require, the Applicable Revolving Margin (subject to Clause 7.3
        (Revolving Margin Ratchet)).

        "MATERIAL ADVERSE EFFECT" means (a) a material adverse effect on the
        assets, property, business, financial condition or the results of
        operations of the Group taken as a whole or (b) a material adverse
        effect on the ability of any Obligor to comply with any of its payment
        obligations (and its obligations under Clause 22.1 (Financial
        Covenants)) under the Finance Documents.

        "MATERIAL SUBSIDIARY" means the Obligors and each other member of the
        Group whose assets exceed 5% of the total assets of the Group and whose
        profit exceed 5% of the gross profit of the Group by reference to the
        most recently delivered audited accounts.

        "MEZZANINE FACILITY" means the mezzanine loan facility made available to
        the Borrower (as defined therein) on the terms and conditions of the
        Mezzanine Credit Agreement.

        "MEZZANINE CREDIT AGREEMENT" means the mezzanine credit agreement dated
        of even date herewith and made between Transworld Healthcare UK, Limited
        as borrower and



                                      -14-
<PAGE>

        the banks and financial institutions named therein as Banks, setting out
        the terms and conditions on which the Mezzanine Outstandings will be
        made available.

        "MEZZANINE FINANCE DOCUMENTS" means the Mezzanine Credit Agreement, the
        Mezzanine Warrant Instrument, any guarantor accession memorandum under
        the Mezzanine Credit Agreement, the Security Documents which provide
        security to the Mezzanine Lenders, the Intercreditor Arrangements, the
        fee letters referred to in Clause 26.3 (Arrangement Fee) of the
        Mezzanine Credit Agreement and any documents evidencing the terms of any
        other agreement or document that may be entered into or executed
        pursuant to any of the foregoing by the Obligors or any of them and any
        other document which is designated a "MEZZANINE FINANCE DOCUMENT" or
        "FINANCE DOCUMENT" in writing signed by the Parent and the Mezzanine
        Banks.

        "MEZZANINE BANKS" means the "BANKS" as defined in the Mezzanine Credit
        Agreement.

        "MEZZANINE OUTSTANDINGS" means the loan in the maximum principal amount
        of (pounds sterling)10,000,000 to be made available by the Mezzanine
        Banks under the Mezzanine Credit Agreement, the rights in relation to
        which are subject to the provisions of the Intercreditor Arrangements.

        "MEZZANINE WARRANT INSTRUMENT" means the mezzanine warrant instrument
        executed as a deed dated of even date hereof by the Original Borrower
        and any other document or agreement entered into or executed in
        connection with such instrument or the rights set out therein.

        "MIRROR NOTES" means the mirror loan notes constituted by the Securities
        Purchase Agreement.

        "MIRROR PIK NOTES" means promissory loan notes constituted by the
        Securities Purchase Agreement issued in lieu of the interest due on the
        Mirror Notes.

        "MIRROR NOTE DOCUMENTS" means the Mirror Notes and the Securities
        Purchase Agreement in agreed form and any other documents entered into
        pursuant thereto.

        "NET DISPOSAL PROCEEDS" means the gross total proceeds (including any
        amounts received in repayment of intercompany debt) received by Group
        members in cash from all disposals of any revenues or fixed assets of
        the Group (other than Excluded Proceeds) less:

        (a)     reasonable out of pocket expenses of the Group incurred due to
                such disposal;

        (b)     restructuring and other costs incurred by the Group in
                connection with any such disposal to the extent not included in
                (a) above provided that such costs are in an amount acceptable
                to an Instructing Group (acting reasonably);

        (c)     the VAT or similar tax paid or payable by any member of the
                Group due to such disposal; and



                                      -15-
<PAGE>

        (d)     any income, capital gains or other taxes incurred and required
                to be paid by any member of the Group in connection with such
                disposal as reasonably determined in good faith by such member
                of the Group on the basis of the existing tax rates applicable
                to the gain (if any) and after taking into account all available
                credits, deductions and allowances.

        "NOTICE OF DRAWDOWN" means a notice substantially in the form set out in
        Schedule 4 (Notice of Drawdown).

        "OBLIGORS" means the Parent, the Borrower and the Guarantors.

        "ORIGINAL FINANCIAL STATEMENT" means:

        (a)     in relation to the Parent, its audited consolidated financial
                statements for its financial year ended 30 September 1999; and

        (b)     in relation to each Obligor other than the Parent, its audited
                financial statements for its financial year ended 30 September
                1999; and

        (c)     in relation to any Additional Obligor, its audited financial
                statements delivered pursuant to Schedule 8 (Additional
                Conditions Precedent).

        "ORIGINAL OBLIGORS" means the Original Borrower and the Original
        Guarantors.

        "ORIGINAL SENIOR SUBORDINATED NOTE AMOUNT" means the actual issued
        amount (up to (pounds sterling)22,600,000) pursuant to the Securities
        Purchase Agreement being the aggregate principal amount of the Senior
        Subordinated Notes on issue but excluding any PIK Notes.

        "ORIGINAL STERLING AMOUNT" means:

        (a)     in relation to a Revolving Advance, the amount specified in the
                Notice of Drawdown relating thereto, as the same may be reduced
                pursuant to Clause 6.2 (Reduction of Available Revolving
                Commitment); and

        (b)     in relation to a Term Advance:

                (i)     where such Advance came into existence as a result of a
                        drawing under either Term Facility, the amount specified
                        as such in the Notice of Drawdown relating thereto, as
                        the same may be reduced pursuant to Clause 3.4
                        (Reduction of Available Term Commitment);

                (ii)    where such Term Advance came into existence upon the
                        consolidation of two or more Term Advances, the
                        aggregate of the Sterling Amounts of the Term Advances
                        so consolidated; and

                (iii)   where such Term Advance came into existence upon the
                        division of a Term Advance, the amount specified as such
                        by the relevant Borrower pursuant to Clause 4.4
                        (Division of Term Advances).



                                      -16-
<PAGE>

        "OUTSTANDINGS" means, at any time, the Term Outstandings and the
        Revolving Outstandings.

        "PARTY" means a party to this Agreement.

        "PAYMENT BLOCKAGE EVENT" means:

        (a)     the occurrence of any Event of Default which is continuing; or

        (b)     any event or circumstance which would become (with the passage
                of time, the giving of notice in each case as contemplated or
                required under Clause 24 (Events of Default)) an Event of
                Default PROVIDED THAT in the case of any event or circumstance
                falling within this paragraph (b) such Payment Blockage Event
                shall not be capable of "continuing" for more than 30 days with
                respect to a particular event or circumstance.

        "PERMITTED ACQUISITIONS" means an acquisition of a business (a "RELEVANT
        BUSINESS") where:

        (a)     the acquisition comprises an acquisition of assets and not
                shares;

        (b)     the assets to be acquired are free from all Encumbrances (except
                the Encumbrance identified in paragraph (h) and (i) of the
                definition of Permitted Encumbrances) and any other third party
                claim;

        (c)     the Relevant Business is substantially similar to paragraph (a)
                of the definition of Business as conducted at the time of the
                proposed acquisition;

        (d)     the Total Consideration for any single Permitted Acquisition
                hereunder shall not exceed five times EBITDA. Where the turnover
                of the Relevant Business is up to (pounds sterling)200,000,
                EBITDA shall be evidenced by the latest available financial
                statements and where such turnover is greater than
                (pounds sterling)200,000, EBITDA shall be determined by
                reference to the latest available audited financial statements
                or the latest available financial statements for a twelve (12)
                month period reviewed by an independent accounting firm;

        (e)     the Relevant Business must have a positive Adjusted Cash Flow
                taking into account the applicable Agreed Pro Forma Adjustments;

        (f)     a certificate signed by the Chief Financial Officer of the
                Parent (supported by a board resolution authorising the issue of
                such certificate) confirming that the Group companies have
                sufficient available cash resources and/or credit facilities
                under or permitted by the terms of this Agreement to meet the
                ongoing working capital requirements of the Group as enlarged by
                such acquisition;

        (g)     the Revised Financial Projections demonstrate that the Group
                will at all times be in compliance with its obligations under
                Clause 22 (Financial Condition).



                                      -17-
<PAGE>

        "PERMITTED DISPOSALS" means:

        (a)     disposals on arm's length terms of stock in trade or expenditure
                of cash by a Group member in its ordinary course of trade;

        (b)     disposals:

                (i)     by an Obligor to another Obligor (other than the Parent
                        or the Original Borrower) which is party to a legally
                        valid, binding and (subject to the Legal Reservations)
                        enforceable Security Document which creates a first
                        priority Encumbrance over the assets and/or revenue
                        disposed of; or

                (ii)    by a member of the Group which is not an Obligor to
                        another member of the Group (other than to the Parent or
                        the Original Borrower) PROVIDED THAT, in the case of
                        transfer to an Obligor, such assets and/or revenue are
                        not subject to any material liabilities or Encumbrances;

        (c)     disposals for cash on arm's length terms of any surplus or
                obsolete or worn-out assets not required for the efficient
                operation of the business of the Group by any Group member;

        (d)     disposals of Cash Equivalent Investments on arm's length terms;
                and

        (e)     disposals on arm's length terms of assets in return for other
                assets of comparable or greater value;

        (f)     disposals on arm's length terms of assets the proceeds of which
                are to be re-invested in similar or like assets within a period
                of 180 days from the date of receipt of such proceeds by the
                relevant member of the Group;

        (g)     disposals of cash where such disposal is not prohibited by the
                Finance Documents;

        (h)     any other disposal PROVIDED THAT the consideration (both cash
                and non-cash) received for such disposal(s) does not exceed in
                aggregate (pounds sterling)250,000 in any period of twelve
                months.

        "PERMITTED ENCUMBRANCE" means:

        (a)

                (i)     any netting or set-off arrangement (or any Encumbrance
                        over a credit balance in a bank account which is entered
                        into in order to effect such an arrangement) entered
                        into by any member of the Group in the normal course of
                        its banking arrangements;

                (ii)    any netting or set-off arrangement under a Hedging
                        Agreement where the obligations of other parties
                        thereunder are calculated by reference to net exposure
                        thereunder (but not any netting or set-off relating to
                        such



                                      -18-
<PAGE>

                        Hedging Agreement in respect of cash collateral or any
                        other Encumbrance except as otherwise permitted
                        hereunder);

        (b)     any title transfer or retention of title arrangement entered
                into by any member of the Group in the normal course of its
                trading activities on the counterparty's standard or usual
                terms;

        (c)     any lien arising by operation of law and in the normal course of
                business PROVIDED THAT such lien is discharged within thirty
                days of arising;

        (d)     any Encumbrance arising under or evidenced by a Security
                Document;

        (e)     any Encumbrance entered into pursuant to this Agreement;

        (f)     any Encumbrance arising under the Mezzanine Credit Agreement;

        (g)     any lien in favour of a bank over goods and documents of title
                to goods arising in the ordinary course of documentary credit
                transactions entered into in the ordinary course of trade; and

        (h)     any Encumbrance constituted by a Finance Lease which does not
                exceed (pounds sterling)50,000 for each transaction and subject
                to an aggregate amount which does not at any time exceed
                (pounds sterling)500,000;

        (i)     in addition to any Encumbrances subsisting pursuant to paragraph
                (a) to (h) above any other Encumbrances PROVIDED THAT the amount
                secured by such Encumbrances referred to in this paragraph (i)
                does not at any time exceed (pounds sterling)200,000.

        "PERMITTED EQUITY FUNDED ACQUISITIONS" means an acquisition of the whole
        of the shares in a limited liability company (a "RESTRICTED SUBSIDIARY")
        or the acquisition of a business (a "PERMITTED BUSINESS") funded
        entirely from Available Cash where:

        (a)     no later than eight days before the purchase date of a Permitted
                Equity Funded Acquisition, the Agent has received all the
                materials set out in Clause 3.2.3 and Schedule 3 (Conditions
                Precedent) Part II it would have received had this acquisition
                been a Permitted Acquisition;

        (b)     the acquisition comprises an acquisition of assets of a
                Permitted Business or shares of a Restricted Subsidiary;

        (c)     the assets of the Permitted Business to be acquired are free
                from all Encumbrances and any other third party claims;

        (d)     the Restricted Subsidiary (i) holds its assets free from all
                Encumbrances (except the Encumbrance identified in paragraph (h)
                and (i) of the definition of Permitted Encumbrances), (ii) is
                acquired on arm's length terms, (iii) has no Financial
                Indebtedness and (iv) accedes to this Agreement as a Guarantor
                pursuant to Clause 37 (Additional Guarantors);



                                      -19-
<PAGE>

        (e)     the Relevant Business or the Restricted Subsidiary's business is
                substantially similar to paragraph (a) of the definition of
                business as conducted at the time of the proposed acquisition;

        (f)     the Restricted Subsidiary or Permitted Business must be EBITDA
                positive. Where the turnover of the Relevant Business or
                Restricted Subsidiary is up to (pounds sterling)200,000, EBITDA
                shall be evidenced by the latest available financial statements
                and where such turnover is greater than (pounds sterling)
                200,000, EBITDA shall be determined by reference to the latest
                available audited financial statements or the latest financial
                statements for a twelve (12) month period reviewed by an
                independent accounting firm;

        (g)     the Restricted Subsidiary or the Permitted Business must have a
                positive Adjusted Cash Flow taking into account the applicable
                Agreed Pro Forma Adjustments;

        (h)     a certificate signed by the Chief Financial Officer of the
                Parent (supported by a board resolution authorising the issue of
                such certificate) confirming that the Group companies have
                sufficient available cash resources and/or credit facilities
                under or permitted by the terms of this Agreement to meet the
                ongoing working capital requirements of the Group as enlarged by
                such acquisition;

        (i)     the Revised Financial Projections demonstrate that the Group
                will at all times be in compliance with its obligations under
                Clause 22 (Financial Condition); and

        (j)     the aggregate amount of Total Consideration for all Permitted
                Equity Funded Acquisitions hereunder shall not exceed
                (pounds sterling)5,000,000 in each financial year.

        "PERMITTED INDEBTEDNESS" means:

        (a)     any Financial Indebtedness arising under or permitted pursuant
                to the Finance Documents;

        (b)     any Financial Indebtedness arising under the Mezzanine Credit
                Agreement;

        (c)     any Financial Indebtedness arising under the Senior Subordinated
                Note Documents or the Mirror Note Documents;

        (d)     any Financial Indebtedness arising under Permitted Transactions;

        (e)     any Financial Indebtedness arising under Permitted Treasury
                Transactions;

        (f)     any Financial Indebtedness PROVIDED THAT such Financial
                Indebtedness is subordinated on terms acceptable to an
                Instructing Group);

        (g)     any Financial Indebtedness arising under Finance Leases;



                                      -20-
<PAGE>

        (h)     any Financial Indebtedness under unsecured overdraft facilities
                in an amount, when aggregated with the amount of all
                indebtedness incurred under (i) below, not exceeding
                (pounds sterling)100,000 (or its equivalent) at any time;

        (i)     any other Financial Indebtedness which, when aggregated with all
                Financial Indebtedness incurred under (h) above, does not exceed
                (pounds sterling)100,000 (or its equivalent) at any time.

        "PERMITTED TRANSACTIONS" means:

        (a)     Intra-Group Loans PROVIDED THAT such loans are:

                (i)     trade credits or guarantees or indemnities granted in
                        the ordinary course of trading and upon terms usual for
                        trade; or

                (ii)    loans by a member of the Group which is not an Obligor
                        to another member of the Group which is not an Obligor;
                        or

                (iii)   loans by an Obligor to the Original Borrower to fund the
                        obligations of the Original Borrower under the Finance
                        Documents, the Mezzanine Documents or, as the case may
                        be, the Mirror Notes provided that in each case the
                        proceeds of such Intra Group Loan are immediately
                        applied in satisfaction of such obligation(s);

                (iv)    loans by an Obligor to another Obligor (other than the
                        Parent or the Original Borrower);

                (v)     loans by an Obligor to the Parent to fund (1) tax
                        liabilities and (2) administration costs provided that
                        the aggregate amount of such loans outstanding do not
                        exceed (pounds sterling)100,000 per annum; and

                (vi)    loans by any Obligor to any of its employees provided
                        that the aggregate amount of such loans outstanding at
                        anytime does not exceed (pounds sterling)250,000.

        (b)     payments permitted pursuant to Clause 23.24 (Dividends,
                Distributions and Interest).

        "PERMITTED TREASURY TRANSACTIONS" means the Treasury Transactions
        entered into in accordance with Clause 23.34 (Hedging).

        "PIK NOTES" means the promissory loan notes constituted by the
        Securities Purchase Agreement issued in lieu of interest on the Senior
        Subordinated Notes.

        "POTENTIAL EVENT OF DEFAULT" means any event which would become (with
        the passage of time, the giving of notice or any combination thereof) an
        Event of Default PROVIDED THAT any such event which requires the
        satisfaction of any conditions as to materiality before it becomes an
        Event of Default shall not be a Potential Event of Default until that
        condition is satisfied.



                                      -21-
<PAGE>

        "PROPORTION" means, in relation to a Bank:

        (a)     whilst no Advance is outstanding, the proportion borne by its
                Commitment to the Total Commitments (or, if the Total
                Commitments are then zero, by its Commitment to the Total
                Commitments immediately prior to their reduction to zero); or

        (b)     whilst at least one Advance is outstanding, the proportion borne
                by its share of the Sterling Amount of the Outstandings to the
                Sterling Amount of the Outstandings.

        "QUALIFYING BANK" means an Applicable Treaty Bank or a Bank acting out
        of a Facility Office to which payments pursuant to this Agreement by a
        Borrower may be made free and clear of any deduction or withholding on
        account of any taxes of, or imposed by, the Relevant Jurisdiction of
        such Borrower.

        "QUOTATION DATE" means, in relation to any period for which an interest
        rate is to be determined hereunder, the day on which quotations would
        ordinarily be given by prime banks in the London Interbank Market for
        deposits in the currency in relation to which such rate is to be
        determined for delivery on the first day of that period, PROVIDED THAT,
        if, for any such period, quotations would ordinarily be given on more
        than one date, the Quotation Date for that period shall be the last of
        those dates.

        "REFERENCE BANKS" means the principal London offices of Barclays Bank
        PLC, Paribas and such Banks as may be appointed as such by the Agent
        after consultation with the Parent.

        "RELIANCE LETTER" means any letter in the agreed form from a provider of
        a Report and which is addressed to the Agent (on behalf of the Finance
        Parties) pursuant to which the provider of the Report agrees that the
        Finance Parties are entitled to rely on such Report.

        "REPAYMENT DATE" means, in relation to any Revolving Advance, the last
        day of the Term thereof.

        "REPEATED REPRESENTATIONS" means:

        (a)     on the date hereof and on the first date on which an Advance is
                made under the Facilities, all of the representations set out in
                Clause 19 (Representations); and

        (b)     at any other time, each of the representations set out in:

                (i)     Clause 19.1 (Status) to Clause 19.10 (No Immunity) other
                        than Clauses 19.3 (Execution and Power), 19.7 (Validity
                        and Admissibility in Evidence) and 19.4.2 (No Material
                        Proceedings); and



                                      -22-
<PAGE>

                (ii)    Clause 19.14 (No Material Defaults) to Clause 19.32
                        (Year 2000 Compliance) other than Clauses 19.15
                        (Information), 19.16 (Information Memorandum), 19.23
                        (Consents and Approvals).

        "REPORTS" means the Accountants Report, the Due Diligence Report and the
        Market Report.

        "RESIGNATION NOTICE" means a notice substantially in the form set out in
        Schedule 9 (Form of Resignation Notice).

        "REVISED FINANCIAL PROJECTIONS" means the financial projections of the
        Group and each Group member on a consolidated and consolidating basis
        prepared on a pro forma basis assuming that the proposed acquisition was
        completed at the start of the twelve month period ending on the next
        Quarter Date falling after the proposed Purchase Date.

        "REVOLVING ADVANCE" means an advance made or to be made by the Banks
        under the Revolving Facility.

        "REVOLVING COMMITMENT" means, in relation to a Bank at any time and save
        as otherwise provided herein, the amount set opposite its name under the
        heading "REVOLVING COMMITMENT" in Schedule 1 (The Banks).

        "REVOLVING FACILITY" means the revolving loan granted to the Borrower in
        this Agreement.

        "REVOLVING OUTSTANDINGS" means, at any time, the aggregate of the
        Sterling Amounts of each outstanding Revolving Advance.

        "REVOLVING TERMINATION DATE" means the date falling one month prior to
        the Final Maturity Date PROVIDED THAT if such day is not a Business Day,
        it shall be deemed to be the next succeeding Business Day.

        "ROLLOVER ADVANCE" means an Advance which is used to refinance a
        maturing Advance and which is the same amount or lesser amount and the
        same currency as such maturing Advance and is to be drawn on the day
        such maturing Advance is to be repaid.

        "SECURITIES PURCHASE AGREEMENT" means the loan note instrument made by
        the Parent constituting up to (pounds sterling)22,600,000 senior
        subordinated loan notes, 9.375% due 2007 and by the Original Borrower
        constituting up to (pounds sterling)22,600,000 senior subordinated
        mirror notes, 9.375% due 2007.

        "SECURITY" means the security from time to time constituted by or
        pursuant to the Security Documents.

        "SECURITY DOCUMENTS" means each of the Debentures by each Obligor
        together with any other document entered into by any member of the Group
        creating or evidencing security for all or any part of the obligations
        of the Obligors or any of them under any



                                      -23-
<PAGE>

        of the Finance Documents whether by way of personal covenant, charge,
        security interest, mortgage, pledge or otherwise and as referred to in
        Part I Section E of Schedule 3 (Conditions Precedent).

        "SENIOR SUBORDINATED NOTES" means the senior subordinated loan notes
        constituted by the Securities Purchase Agreement.

        "SENIOR SUBORDINATED NOTE DOCUMENTS" means the Senior Subordinated Notes
        and the Securities Purchase Agreement in agreed form and any other
        documents entered into pursuant thereto.

        "SENIOR SUBORDINATED NOTE HOLDERS" means the holders of any Senior
        Subordinated Notes from time to time.

        "SERVICE CONTRACTS" means the deed of restrictive covenant in agreed
        form entered into between the Original Borrower and Timothy Aitken,
        Sarah Eames and Wayne Palladino.

        "SOLVENCY CERTIFICATE" means each of the solvency certificates certified
        by the Chief Finance Officer of the Parent in relation to the solvency
        of the Parent and the Original Borrower and certified by the Chief
        Finance Officer of TW US in relation to the solvency of TW US.

        "STERLING AMOUNT" means:

        (a)     in relation to an Advance, its Original Sterling Amount as
                reduced by the proportion (if any) of such Advance which has
                been repaid; and

        (b)     in relation to the Outstandings, the aggregate of the Sterling
                Amounts of each outstanding Advance.

        "STRATEGIC SALE" means the sale, liquidation or disposition or
        (including by way of merger or consolidation, regardless of whether the
        Parent or the Original Borrower are the surviving or resulting
        corporation) of stock or assets accounting for ninety per cent. (90%) or
        more of the total value of all Group Assets or generating ninety per
        cent. (90%) or more of all Group Resources.

        "SYNDICATION DATE" means the day specified by the Arranger as the date
        on which primary syndication of the Facilities is completed.

        "TERM" means, save as otherwise provided herein in relation to any
        Advance, the period for which such Advance is borrowed, as specified in
        the Notice of Drawdown relating thereto.

        "TERM ADVANCE" means a Term A Advance or a Term B Advance.

        "TERM A ADVANCE" means an advance (as from time to time consolidated,
        divided or reduced by repayment) made or to be made by the Banks under
        the Term A Facility.



                                      -24-
<PAGE>

        "TERM B ADVANCE" means an advance (as from time to time consolidated,
        divided or reduced by repayment) made or to be made by the Banks under
        the Term B Facility.

        "TERM AVAILABILITY PERIOD" means the Term A Availability Period and the
        Term B Availability Period.

        "TERM A AVAILABILITY PERIOD" means the period from the date hereof to
        and including the earlier of (a) thirty days from the date hereof and
        (b) the first Business Day on which the Available Term A Commitment of
        each of the Banks is zero.

        "TERM B AVAILABILITY PERIOD" means the period from the date hereof to
        and including the earlier of (a) thirty-six months from the date hereof
        and (b) the first Business Day on which the Available Term B Commitment
        of each of the Banks is zero.

        "TERM COMMITMENT" means, in relation to a Bank at any time and save as
        otherwise provided herein, the aggregate of its Term A Commitment and
        its Term B Commitment.

        "TERM A COMMITMENT" means, in relation to a Bank at any time and save as
        otherwise provided herein, the amount set opposite its name under the
        heading "TERM A COMMITMENT" in Schedule 1 (The Banks).

        "TERM B COMMITMENT" means, in relation to a Bank at any time and save as
        otherwise provided herein, the amount set opposite its name under the
        heading "TERM B COMMITMENT" in Schedule 1 (The Banks).

        "TERM FACILITIES" means the Term A Facility and the Term B Facility and
        "TERM FACILITY" shall mean any one of them.

        "TERM A FACILITY" means the term loan facility granted to the Borrowers
        under sub-clause 2.1.1 (Grant of the Facilities) of this Agreement.

        "TERM B FACILITY" means the term loan facility granted to the Borrowers
        under sub-clause 2.1.2 (Grant of the Facilities) of this Agreement.

        "TERM OUTSTANDINGS" means, at any time, the aggregate of the Term A
        Outstandings and the Term B Outstandings at such time.

        "TERM A OUTSTANDINGS" means, at any time, the aggregate principal amount
        of the outstanding Term A Advances.

        "TERM B OUTSTANDINGS" means, at any time, the aggregate principal amount
        of the outstanding Term B Advances.

        "TERM REPAYMENT DATE" means the date specified in Clause 10.1 (Term
        Repayment Instalments), provided that if such date is not a Business
        Day, it shall be deemed to be the next succeeding Business Day.

        "TOTAL COMMITMENTS" means, at any time, the aggregate of the Banks'
        Commitments.



                                      -25-
<PAGE>

        "TOTAL CONSIDERATION" means, in relation to a Permitted Acquisition, the
        aggregate amount of:

        (a)     the gross payment to the vendors;

        (b)     the Acquisition Working Capital; and

        (c)     the Earn Out.

        "TRANSFER CERTIFICATE" means a certificate substantially in the form set
        out in Schedule 2 (Form of Transfer Certificate) or the standard form
        from time to time of the LMA Transfer Certificate (Par) signed by a Bank
        and a Transferee under which:

        (a)     such Bank seeks to procure the transfer to such Transferee of
                all or a part of such Bank's rights, benefits and obligations
                hereunder upon and subject to the terms and conditions set out
                in Clause 35.3 (Assignments and Transfers by Banks); and

        (b)     such Transferee undertakes to perform the obligations it will
                assume as a result of delivery of such certificate to the Agent
                as contemplated in Clause 35.5 (Transfers by Banks).

        "TRANSFER DATE" means, in relation to any Transfer Certificate, the date
        for the making of the transfer as specified in such Transfer
        Certificate.

        "TRANSFEREE" means a person to which a Bank seeks to transfer all or
        part of such Bank's rights, benefits and obligations under the Finance
        Documents.

        "TREATY ON EUROPEAN UNION" means the Treaty of Rome of 25 March 1957, as
        amended by the Single European Act 1986 and the Maastricht Treaty (which
        was signed at Maastricht on 7 February 1992 and came into force on 1
        November 1993).

        "TREASURY TRANSACTION" means any currency or interest purchase, cap or
        collar agreement, forward rate agreements, interest rate or currency
        future or option contract, foreign exchange or currency purchase or sale
        agreement, interest rate swap, currency swap or combined interest rate
        and currency swap agreement and any other similar agreement.

        "TW US" means Transworld Healthcare, Inc., a company incorporated in the
        state of New Jersey, United States of America.

        "TW US STRATEGY PAPER" means the strategy paper prepared by TW US
        setting out the business strategy of TW US.

        "UNPAID SUM" means the unpaid balance of any of the sums referred to in
        Clause 28.1 (Default Interest Periods).

        "UK GAAP" means generally accepted accounting principles in the United
        Kingdom.



                                      -26-
<PAGE>

        "UTILISATION DATE" means, in relation to an Advance, the date on which
        it is to be made.

        "VOTING TRUST AGREEMENT" means the voting trust agreement dated on or
        about the date hereof and made between the Parent, the Initial Investor,
        the Original Borrower, TW US and the Trustee (as defined therein).

        "WAREHOUSE ACQUISITION COST" means an amount equal to approximately
        (pounds sterling)1,900,000 being the cost incurred by and payable to
        Hyperion in relation to the acquisitions of Odiham, Finchley and
        Birmingham made by Hyperion on behalf of Allied Medicare.

        "WARRANT DOCUMENTS" means the Warrant Instrument and Mezzanine Warrant
        Instrument.

        "WARRANT INSTRUMENT" means the warrant instrument pursuant to which
        warrants are to be issued to Senior Subordinated Noteholders pursuant to
        the Securities Purchase Agreement executed as a deed dated of even date
        herewith by the Original Borrower and any other document or agreement
        entered into or executed in connection with such instrument or the
        rights set out therein.

1.2     INTERPRETATION

        Any reference in this Agreement to:

        the "AGENT", any "ARRANGER", any "UNDERWRITER" the "SECURITY AGENT", any
        "HEDGE COUNTERPARTY" or any "BANK" shall be construed so as to include
        it and any subsequent successors and permitted transferees and assigns
        in accordance with their respective interests;

        a document is in "AGREED FORM" if it is initialled as such on or before
        the date hereof for the purposes of identification by or on behalf of
        the Parent and the Arranger or Agent or is executed on or before the
        date hereof by the Parent and the Arranger or Agent or, if not so
        executed or initialled, is in form and substance reasonably satisfactory
        to the Agent;

        "CONTINUING", in relation to an Event of Default, shall be construed as
        a reference to an Event of Default which has not been waived in
        accordance with the terms hereof or remedied and, in relation to a
        Potential Event of Default, one which has not ceased to be a Potential
        Event of Default;

        the "CONTROL" of a company or corporation shall be construed as:

        (a)     the power (whether by way of ownership of shares, proxy,
                contract, agency, operation of law, or otherwise, and whether
                direct or indirect) to:

                (i)     cast, or control the casting of, more than one-half of
                        the maximum number of votes that might be cast at a
                        general meeting of that company or corporation; or



                                      -27-
<PAGE>

                (ii)    appoint or remove all, or the majority, of the directors
                        or other equivalent officers of that company or
                        corporation (and the relevant person or persons shall be
                        deemed to have power to make such an appointment if:

                        (1)     an individual cannot be appointed as a director
                                or an equivalent officer of that company or
                                corporation without the exercise by the relevant
                                person or persons of such power in the
                                individual's favour; or

                        (2)     an individual's appointment as a director or an
                                equivalent officer of that company or
                                corporation follows necessarily from the
                                individual being a director or other equivalent
                                officer of any of the relevant person or
                                persons); or

                (iii)   give directions with respect to the management,
                        operating and/or financial policies of that company or
                        corporation which the directors or other equivalent
                        officers of that company or corporation are obliged to
                        comply with; or

        (b)     the holding of more than one-half of the issued share capital of
                that company or corporation (excluding any part of that issued
                share capital that carries no right to participate beyond a
                specified amount in a distribution of either profits or
                capital);

        "DISPOSAL" shall be construed as any sale, lease, transfer, conveyance,
        subparticipation, granting of derivative interests, assignment, licence,
        sub-licence or other disposal (including, without limitation, any other
        transaction or arrangement pursuant to which the economic or other
        commercial benefit of the existing and/or remaining assets of the
        relevant person is lost or materially diluted) and "DISPOSE" shall be
        construed accordingly;

        a "GUARANTEE" means any guarantee, bond, indemnity, or other legally
        binding assurance against financial loss granted by one person in
        respect of any indebtedness of another person, or any legally binding
        agreement by one person to assume any indebtedness of (or any legally
        binding arrangement by or under which indebtedness is assumed in respect
        of) any other person and "GUARANTEED" shall be construed accordingly;

        a "HOLDING COMPANY" of a company or corporation shall be construed as a
        reference to any company or corporation of which the first-mentioned
        company or corporation is a subsidiary;

        "INDEBTEDNESS" shall be construed so as to include any obligation
        (whether incurred as principal or as surety) for the payment or
        repayment of money, whether present or future, actual or contingent;



                                      -28-
<PAGE>

        "INSOLVENCY PROCEEDING" (a) means any proceeding by, against or in
        respect of any company or corporation for its liquidation, bankruptcy,
        winding-up, dissolution, reorganisation, moratorium or for the
        appointment of a receiver, administrator, administrative receiver,
        trustee or similar officer in respect of it or of all or a substantial
        part of its assets, and (b) shall be construed so as to include any
        equivalent or analogous proceedings under the law of the jurisdiction in
        which such company or corporation is incorporated or any jurisdiction in
        which such company or corporation carries on business;

        a "LAW" shall be construed as any law (including common or customary
        law), statute, constitution, decree, judgment, treaty, regulation,
        directive, bye-law, order or any other legislative measure of any
        government, supranational, local government, statutory or regulatory
        body or court;

        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
        succeeding calendar month save that:

        (a)     if any such numerically corresponding day is not a Business Day,
                such period shall end on the immediately succeeding Business Day
                to occur in that next succeeding calendar month or, if none, it
                shall end on the immediately preceding Business Day; and

        (b)     if there is no numerically corresponding day in that next
                succeeding calendar month, that period shall end on the last
                Business Day in that next succeeding calendar month;

        a "PERSON" shall be construed as a reference to any person, firm,
        company, corporation, government, state or agency of a state or any
        association or partnership (whether or not having separate legal
        personality) of two or more of the foregoing;

        "REPAY" (or any derivative form thereof) shall, subject to any contrary
        indication, be construed to include "PREPAY" (or, as the case may be,
        the corresponding derivative form thereof);

        a "SUBSIDIARY" of a company or corporation shall be construed as a
        reference to any company or corporation:

        (a)     which is controlled, directly or indirectly, by the
                first-mentioned company or corporation;

        (b)     more than half the issued share capital of which is beneficially
                owned, directly or indirectly, by the first-mentioned company or
                corporation; or

        (c)     which is a subsidiary of another subsidiary of the
                first-mentioned company or corporation



                                      -29-
<PAGE>

        and, for these purposes, a company or corporation shall be treated as
        being controlled by another if that other company or corporation is able
        to direct its affairs and/or to control the composition of its board of
        directors or equivalent body.

        a "SUCCESSOR" shall be construed so as to include an assignee or
        successor in title of such party and any person who under the laws of
        its jurisdiction of incorporation or domicile has assumed the rights and
        obligations of such party under this Agreement or to which, under such
        laws, such rights and obligations have been transferred;

        "TAX" shall be construed so as to include any tax (which shall include,
        but not be limited to, corporation tax and advance corporation tax),
        levy, impost, duty or other charge of a similar nature (including any
        penalty or interest payable in connection with any failure to pay or any
        delay in paying any of the same);

        "VAT" shall be construed as a reference to value added tax including any
        similar tax which may be imposed in place thereof from time to time; and

        a "WHOLLY-OWNED SUBSIDIARY" of a company or corporation shall be
        construed as a reference to any company or corporation which has no
        other members except that other company or corporation and that other
        company's or corporation's wholly-owned subsidiaries or persons acting
        on behalf of that other company or corporation or its wholly-owned
        subsidiaries.

1.3     CURRENCY SYMBOLS AND DEFINITIONS

        "(pounds sterling)" AND "STERLING " denote lawful currency of the United
        Kingdom.

1.4     AGREEMENTS AND STATUTES Any reference in this Agreement to:

        1.4.1   this Agreement or any other agreement or document shall be
                construed as a reference to this Agreement or, as the case may
                be, such other agreement or document as the same may have been,
                or may from time to time be, amended, varied, novated or
                supplemented; and

        1.4.2   a statute or treaty shall be construed as a reference to such
                statute or treaty as the same may have been, or may from time to
                time be, amended or, in the case of a statute, re-enacted.

1.5     HEADINGS

        Clause and Schedule headings are for ease of reference only.

1.6     TIME

        Any reference in this Agreement to a time of day shall, unless a
        contrary indication appears, be a reference to London time.

1.7     NO PERSONAL LIABILITY FOR DIRECTORS

        No part of this Agreement shall be construed so as to attach any
        personal liability, obligation or duty to any director of any Group
        member.



                                      -30-
<PAGE>

2.      THE FACILITIES

2.1     GRANT OF THE FACILITIES

        The Banks grant to the Borrowers, upon the terms and subject to the
        conditions hereof:

        2.1.1   a term loan facility in an aggregate amount of up to
                (pounds sterling)28,000,000 (THE "TERM A FACILITY");

        2.1.2   a term loan facility in an aggregate amount of up to
                (pounds sterling)12,500,000 (THE "TERM B FACILITY"); and

        2.1.3   a revolving loan in an aggregate amount of up to
                (pounds sterling)5,000,000 (THE "REVOLVING FACILITY").

2.2     PURPOSE AND APPLICATION

        2.2.1   The Term A Facility is intended for the purpose of refinancing
                Existing TW US Loans.

        2.2.2   The Term B Facility is intended for the purpose of (a) financing
                up to fifty per cent. of the Total Consideration payable in
                relation to Permitted Acquisitions including the financing of
                Acquisition Costs and (b) financing up to fifty per cent. of the
                Warehouse Acquisition Cost.

        2.2.3   The Revolving Facility is intended for financing the general
                working capital and Capital Expenditure requirements and for
                general corporate purposes of the Group.

        2.2.4   The Available Cash is intended for the purpose of financing the
                Total Consideration.

        2.2.5   Accordingly, each Borrower shall so apply all amounts raised by
                it hereunder and none of the Finance Parties shall be obliged to
                concern themselves with such application.

2.3     CONDITIONS PRECEDENT

        Save as the Banks may otherwise agree, none of the Borrowers may deliver
        any Notice of Drawdown unless the Agent has confirmed to the Parent and
        the Banks that it has received all of the documents and other evidence
        listed in Schedule 3 Part I (Conditions Precedent) and that each is, in
        form and substance, satisfactory to the Agent.

2.4     SEVERAL OBLIGATIONS

        The obligations of each Bank are several and the failure by a Bank to
        perform its obligations hereunder shall not affect the obligations of an
        Obligor towards any other party hereto nor shall any other party be
        liable for the failure by such Bank to perform its obligations
        hereunder.

2.5     SEVERAL RIGHTS

        The rights of each Finance Party are several and any debt arising
        hereunder at any time from an Obligor to any Finance Party hereto shall
        be a separate and independent debt.



                                      -31-
<PAGE>

        Each such party shall be entitled to protect and enforce its individual
        rights arising out of this Agreement independently of any other party
        (so that it shall not be necessary for any party hereto to be joined as
        an additional party in any proceedings for this purpose).

3.      UTILISATION OF THE TERM FACILITY

3.1     UTILISATION CONDITIONS FOR THE TERM A FACILITY

        A Term A Advance will be made if:

        3.1.1   not later than 11.00 a.m. three Business Days before the
                proposed Utilisation Date, the Agent has received a completed
                Notice of Drawdown from the Borrower;

        3.1.2   the proposed Original Sterling Amount of such Term Advance is
                (pounds sterling)28,000,000 which is equal to the amount of the
                Available Term A Facility;

        3.1.3   the interest rate applicable to such Term A Advance during its
                first Interest Period would not fall to be determined pursuant
                to Clause 8.1 (Market Disruption);

        3.1.4   the proposed date for the making of such Term A Advance is a
                Business Day falling within the Term A Availability Period;

        3.1.5   on and as of the proposed Utilisation Date (a) no Event of
                Default or Potential Event of Default is continuing or would
                occur as a result of the making of such Term A Advance and (b)
                the Repeated Representations are true (before and immediately
                after the making of such Term Advance) by reference to the facts
                and circumstances then existing.

3.2     UTILISATION CONDITIONS FOR THE TERM B FACILITY AND THE AVAILABLE CASH

        3.2.1   A Term B Advance will be made if:

                (a)     (i) not later than eight Business Days before the
                        proposed Utilisation date, the Agent has received the
                        materials set out in Clause 3.2.3, and (ii) not later
                        than 11.00 a.m. three Business Days before the proposed
                        Utilisation Date, the Agent has received a completed
                        Notice of Drawdown from the Borrower;

                (b)     the proposed Original Sterling Amount of such Term B
                        Advance is (a) a minimum amount of (pounds
                        sterling)100,000 or (b) equal to or less than the amount
                        of the Available Term B Facility;

                (c)     there would not, immediately upon the maturity of such
                        Term B Advance, be more than six Term B Advances
                        outstanding;

                (d)     the interest rates applicable to such Term B Advance
                        during its first Interest Period would not fall to be
                        determined pursuant to Clause 8.1 (Market Disruption);



                                      -32-
<PAGE>

                (e)     the proposed date for the making of such Term B Advance
                        is a Business Day falling within the Term B Availability
                        Period;

                (f)     on and as of the proposed Utilisation Date (a) no Event
                        of Default or Potential Event of Default is continuing
                        or would occur as a result of the making of such Term B
                        Advance and (b) the Repeated Representations are true
                        (before and immediately after the making of such Term
                        Advance) by reference to the facts and circumstances
                        then existing and (c) the Agent has confirmed to the
                        Parent and the Banks that it has received all of the
                        documents and other evidence listed in Schedule 3 Part
                        II (Conditions Precedent) and that each is, in form and
                        substance, satisfactory to the Agent (save in respect of
                        a drawdown to be made under this sub-clause 3.2.1 for
                        the purpose of financing the Warehouse Acquisition
                        Cost).

        3.2.2   No later than eight days prior to the purchase date of a
                Permitted Acquisition in relation to which the Total
                Consideration is to be funded entirely from Available Cash, the
                Agent shall receive the materials set out in sub-clause 3.2.3 as
                it would have received had such Permitted Acquisition be funded
                up to fifty per cent. from a Term B Advance. If the utilisation
                conditions in sub-clause 3.2.1 are fulfilled, a Notice of
                Drawdown may be delivered to the Agent in respect of a Term B
                Advance in an amount up to fifty per cent. of the Total
                Consideration of a Permitted Acquisition funded initially
                entirely from Available Cash. Such drawndown Term B Advance
                shall be credited to the Capital Expenditure Account.

        3.2.3   Each Notice of Drawdown delivered to the Agent requesting a Term
                B Advance must be accompanied by:

                (a)     a certificate properly completed, authorised and
                        executed by the Parent confirming:

                        (i)     that the proceeds of such Term B Advance are to
                                be applied in the payment of up to fifty per
                                cent. of the Total Consideration payable in
                                relation to a Permitted Acquisition, that the
                                balance of such Permitted Acquisitions has been
                                funded out of the Available Cash;

                        (ii)    no Event of Default, and no breach of a repeated
                                representation is likely to arise on and
                                following the purchase date as a result of the
                                completion of the relevant Permitted Acquisition
                                part of which is to be paid out of the proceeds
                                of the relevant Term B Advance;

                        (iii)   (save in respect of such Term B Advance to be
                                drawndown for the purpose of financing the
                                Warehouse Acquisition Cost) that the Acquisition
                                Feasibility Memorandum is prepared in accordance
                                with the Acquisition Policy and to the extent
                                that it materially



                                      -33-
<PAGE>

                                deviates from the Acquisition Policy, a
                                commentary from the Board in respect of such
                                deviation.

                (b)     (save in respect of such Term B Advance to be drawndown
                        for the purpose of financing the Warehouse Acquisition
                        Cost) the Acquisition Feasibility Memorandum, the
                        Framework Acquisition Agreement and the Acquisition
                        Agreement in relation to each Permitted Acquisition. In
                        the event that the terms of a proposed acquisition
                        deviates from the Acquisition Feasibility Memorandum,
                        the Borrower and the Initial Investor must be made
                        available to the Lenders to answer questions regarding
                        such proposed acquisition and the Acquisition
                        Feasibility Memorandum;

                (c)     (save in respect of such Term B Advance to be drawndown
                        for the purpose of financing the Warehouse Acquisition
                        Cost) the Budget (approved by the board of directors of
                        the Parent) relating to such Relevant Business and
                        Acquisition Working Capital together with such analysis
                        (as the Agent may from time to time reasonably require)
                        of the investment return projected in relation to such
                        Permitted Acquisition;

                (d)     (save in respect of such Term B Advance to be drawndown
                        for the purpose of financing the Warehouse Acquisition
                        Cost) the Revised Financial Projections in relation to a
                        Permitted Acquisition; and

                (e)     (save in respect of such Term B Advance to be drawndown
                        for the purpose of financing the Warehouse Acquisition
                        Cost) the financial statements for the period of twelve
                        (12) months ending on the last day of the month
                        immediately preceding the proposed purchase date of a
                        Permitted Acquisition or Permitted Equity Funded
                        Acquisition audited or reviewed by an accounting firm
                        acceptable to the Banks of the Relevant Business
                        including any pro forma adjustments at the start of the
                        twelve month period ending on the next Quarter Date
                        falling after the purchase date of a Permitted
                        Acquisition.

        3.2.4   To the extent that any drawndown Term B Advance to be applied in
                the payment of up to fifty per cent. of the Total Consideration
                payable in relation to a Permitted Acquisition (in compliance
                with Clause 3.2.3) is greater than the gross payment to the
                vendors element of the definition of Total Consideration, such
                surplus amount will be paid into the Capital Expenditure Account
                to be applied by the Borrower to fund the Total Consideration in
                relation to such Permitted Acquisition.

        3.2.5   The Parent hereby agrees that:-

                (a)     none of the proceeds of Term B Advances may be used for
                        any purpose other than the finance of up to fifty per
                        cent. from time to time of



                                      -34-
<PAGE>

                        Permitted Acquisitions and none of the Available Cash
                        may be used for any purpose other than the finance of
                        the Total Consideration; and

                (b)     Available Cash may only be withdrawn from the
                        Acquisition Expenditure Account to finance the Total
                        Consideration in relation to Permitted Acquisitions and
                        to finance the Warehouse Acquisition Cost.

3.3     EACH BANK'S PARTICIPATION IN TERM ADVANCES

        Each Bank will participate through its Facility Office in each Term
        Advance made in the proportion borne by its relevant Available Term
        Commitment to the relevant Available Term Facility immediately prior to
        the making of that Term Advance.

3.4     REDUCTION OF AVAILABLE TERM COMMITMENT

        If a Bank's relevant Available Term Commitment is reduced in accordance
        with the terms hereof after the Agent has received the Notice of
        Drawdown for a Term Advance pursuant to this Clause 3 and such reduction
        was not taken into account in calculating the relevant Available Term
        Facility, then both the Original Sterling Amount and the amount of that
        Term Advance shall be reduced accordingly.

4.      INTEREST PERIODS FOR TERM ADVANCES

4.1     INTEREST PERIODS

        The period for which a Term Advance is outstanding shall be divided into
        successive periods each of which (other than the first, which shall
        begin on the day such Term Advance is made) shall start on the last day
        of the preceding such period.

4.2     DURATION

        Until the earlier of six months after the date hereof and the
        Syndication Date, the duration of each Interest Period shall be one
        month. Thereafter, the duration of each Interest Period shall, save as
        otherwise provided herein, be one, three or six months (or such other
        period as may be agreed between the Parent and the Banks), in each case
        as the Borrower to which such Term Advance is made (or the Parent) may
        by no later than 10.00 a.m. three Business Days' prior notice to the
        Agent select, or such other period as the Banks agree PROVIDED THAT:

        4.2.1   if such Borrower fails to give such notice of its selection in
                relation to an Interest Period, the duration of that Interest
                Period shall, subject to sub-clauses 4.2.2, 4.2.3 and 4.2.3, be
                three months;

        4.2.2   any Interest Period which begins during or at the same time as
                any other Interest Period and made under the same Term Facility
                shall end at the same time as that other Interest Period;

        4.2.3   to the extent necessary to ensure at any time Advances (in an
                aggregate amount not less than the amount of the next scheduled
                repayment of principal hereunder) have Interest Periods expiring
                on the relevant scheduled Term Repayment Date or Final Maturity
                Date, any Interest Period which would otherwise end during the
                month preceding, or extend beyond, a Term



                                      -35-
<PAGE>

                Repayment Date or Final Maturity Date shall be of such duration
                that it shall end on that Term Repayment Date or Final Maturity
                Date.

4.3     CONSOLIDATION OF TERM ADVANCES

        If two or more Interest Periods relating to Term Advances denominated in
        the same currency end at the same time, then, on the last day of those
        Interest Periods, the Term Advances to which they relate shall be
        consolidated into and treated as a single Term Advance.

4.4     DIVISION OF TERM ADVANCES

        The Borrower to which a Term Advance is made may, by no later than 10.00
        a.m. three Business Days' prior notice to the Agent direct that such
        Term Advance shall, at the beginning of any Interest Period relating
        thereto, be divided into (and thereafter, save as otherwise provided
        herein, treated in all respects as) two or more Term Advances having
        such Original Sterling Amounts (in aggregate, equalling the Sterling
        Amount of the Term Advance being so divided) as shall be specified by
        such Borrower in such notice, PROVIDED THAT such Borrower shall not be
        entitled to make such a direction if:

        4.4.1   as a result of so doing, there would be more than six
                outstanding Term Advances; or

        4.4.2   any Term Advance thereby coming into existence would have a
                Sterling Amount of less than (pounds sterling)10,000,000.

5.      PAYMENT AND CALCULATION OF INTEREST ON TERM ADVANCES

5.1     PAYMENT OF INTEREST

        On the last day of each Interest Period relating to a Term Advance (and,
        if the Interest Period of such Term Advance exceeds six months, on the
        expiry of each period of six months during that Interest Period) the
        Borrower to which such Term Advance has been made shall pay accrued
        interest on the Term Advance to which such Interest Period relates.

5.2     CALCULATION OF INTEREST

        The rate of interest applicable to a Term Advance from time to time
        during an Interest Period relating thereto shall be the rate per annum
        which is the sum of the Margin at such time, the Associated Costs Rate
        (if any) in respect thereof at such time and LIBOR on the Quotation Date
        therefor. In relation to the first Interest Period of any Term Advance
        made on the date hereof, LIBOR for such Term Advance for such Interest
        Period shall be determined in accordance with paragraph (b) of the
        definition of LIBOR.

5.3     TERM MARGIN RATCHET

        5.3.1   Subject to sub-clause 5.3.3, if the ratio of Total Debt to
                EBITDA in respect of the most recent Relevant Period (as defined
                in Clause 22 (Financial Condition) is within the range set out
                in column 1 of the margin grid table set out below, then the
                Applicable A Margin shall be the percentage per annum set out



                                      -36-
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                opposite such range PROVIDED THAT from the date hereof until the
                date falling 12 months after the date thereafter, the Applicable
                A Margin shall be not less than 2.00% per annum.

                                          MARGIN GRID TABLE

                            COLUMN 1                            COLUMN 2

                      TOTAL DEBT TO EBITDA                 APPLICABLE A MARGIN
                                                                    %

                Less than 3.0:1 but greater than or               1.75
                equal to 2.0:1

                Less than 2.0:1 but greater than or               1.50
                equal to 1.5:1

                Less than 1.5:1                                   1.25

        5.3.2   Any reduction or increase to the Applicable A Margin provided
                for in sub-clause 5.3.1 shall take effect only in relation to
                any Advance made or Interest Period commencing at least 15
                Business Days after receipt by the Agent for the Relevant Period
                of both (a) (in the case of a Relevant Period ending on the last
                day of the Parent's financial year) the annual audited financial
                statements of the Group in accordance with Clause 20.1 (Annual
                Statements) or (in the case of a Relevant Period ending on the
                last day of any other Financial Quarter of the Parent) quarterly
                financial statements of the Group in accordance with Clause 20.2
                (Quarterly Statements) for such Relevant Period and (b), in each
                case, a Compliance Certificate for such Relevant Period pursuant
                to Clause 20.7 (Compliance Certificates).

        5.3.3   If at any time an Event of Default is continuing the Applicable
                A Margin shall be 3.00% per annum.

        5.3.4   The change to the Applicable A Margin set out in sub-clause
                5.3.3 shall apply from the date certified by the Agent (in
                writing) as the date on which an Event of Default has occurred
                or come into existence until the date certified by the Agent (in
                writing) as the date by which such Event of Default is no longer
                continuing. The Agent shall give such certification promptly on
                reasonably determining that an Event of Default has occurred or
                exists and promptly upon it becoming reasonably apparent that
                such Event of Default is no longer continuing.

6.      UTILISATION OF THE REVOLVING FACILITY

6.1     UTILISATION CONDITIONS FOR THE REVOLVING FACILITY

        Save as otherwise provided herein, a Revolving Advance will be made by
        the Banks to the Borrower if:

        6.1.1   not later than 11.00 a.m. one Business Day before the proposed
                Utilisation Date, the Agent has received a completed Notice of
                Drawdown from the



                                      -37-
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                Borrower stating whether the utilisation is to be made by way of
                Revolving Advance;

        6.1.2   the proposed Utilisation Date is a Business Day falling one
                month or more before the Revolving Termination Date;

        6.1.3   the proposed date for such utilisation is not less than two
                Business Days after the date upon which the Revolving Facility
                was previously utilised;

        6.1.4   the proposed Original Sterling Amount of such Revolving Advance
                is (a) (if less than the Available Revolving Facility) an amount
                not less than (pounds sterling)500,000 and an integral multiple
                of (pounds sterling)100,000 or (b) equal to the amount of the
                Available Revolving Facility;

        6.1.5   the proposed Term of the Revolving Advance requested is a period
                of one, three or six months or such other period as the Banks
                agree in each case ending on or before the Revolving Termination
                Date;

        6.1.6   in respect of an Advance other than a Rollover Advance neither
                of the events mentioned in sub-clauses 8.1.1 and 8.1.2 of Clause
                8.1 (Market Disruption) shall have occurred;

        6.1.7   there would not, immediately after the making of such Revolving
                Advance, be more than nine Revolving Advances outstanding; and

        6.1.8   on and as of the proposed Utilisation Date:

                (a)     no Event of Default or (save in relation to a Rollover
                        Advance) Potential Event of Default is continuing
                        PROVIDED THAT in the case of a Potential Event of
                        Default:

                        (i)     such Potential Event of Default shall not be
                                capable of continuing for more than thirty days
                                from the date of the Notice of Drawdown with
                                respect to a particular event or circumstance;
                                and

                        (ii)    the Borrower may not deliver a further Notice of
                                Drawdown until the earlier of (a) the expiry of
                                such thirty day period and (b) the date on which
                                the Potential event of Default ceases to be
                                continuing.

                        If a further Potential Event of Default has occurred and
                        is continuing at the time of delivery of a further
                        Notice of Drawdown, the Banks may rely upon such further
                        Potential Event of Default for the purposes of this
                        Clause 6.1.8 and the provisions of sub-paragraphs (i)
                        and (ii) above shall apply to such further Potential
                        Event of Default;

                (b)     the Repeated Representations are true (before and
                        immediately after the making of such Revolving Advance)
                        by reference to the facts and circumstances then
                        subsisting; and



                                      -38-
<PAGE>

                (c)     (in the case of an Advance proposed to be made on the
                        date hereof) the Agent has confirmed to the Parent and
                        the Banks that it has received all of the documents and
                        other evidence listed in Schedule 3 Part I (Conditions
                        Precedent) and that each is, in form and substance,
                        satisfactory to the Agent,

                        then, save as otherwise provided herein, such Revolving
                        Advance will be made.

6.2     REDUCTION OF AVAILABLE REVOLVING COMMITMENT

        If a Bank's Revolving Commitment is reduced in accordance with the terms
        hereof after the Agent has received the Notice of Drawdown for a
        Revolving Advance then both the Original Sterling Amount and the amount
        of that Revolving Advance be reduced accordingly.

7.      PAYMENT AND CALCULATION OF INTEREST ON REVOLVING ADVANCES

7.1     PAYMENT OF INTEREST

        On the Repayment Date relating to each Revolving Advance (and, if the
        Term of such Revolving Advance exceeds six months, on the expiry of each
        period of six months during such Term) the Borrower shall pay accrued
        interest on that Revolving Advance.

7.2     CALCULATION OF INTEREST

        The rate of interest applicable to a Revolving Advance from time to time
        during its Term shall be the rate per annum which is the sum of the
        Margin at such time, the Associated Costs Rate in respect thereof at
        such time and LIBOR on the Quotation Date therefor. In relation to the
        Term of any Revolving Advance made on the date hereof, LIBOR for such
        Revolving Advance for such Term shall be determined in accordance with
        paragraph (b) of the definition of LIBOR.

7.3     REVOLVING MARGIN RATCHET

        7.3.1   Subject to sub-clause 7.3.3, if the ratio of Total Debt to
                EBITDA in respect of the most recent Relevant Period is within
                the range set out in column 1 of the margin grid table set out
                below, then the Applicable Revolving Margin shall be the
                percentage per annum set out opposite such range PROVIDED THAT
                from the date hereof until the date falling twelve months after
                the date thereafter, the Applicable Revolving Margin shall be
                not less than 2.00 % per annum.

                                    MARGIN GRID TABLE

                 COLUMN 1                          COLUMN 2

                 TOTAL NET DEBT TO EBITDA          APPLICABLE REVOLVING MARGIN %

                 Less  than 3.0.:1 but greater     1.75%
                 than or equal to 2.01:1

                 Less than 2.0:1 but greater       1.50
                 than or equal to 1.5:1

                 Less than 1.5:1                   1.25



                                      -39-
<PAGE>

        7.3.2   Any reduction or increase to the Revolving Margin provided for
                in sub-clause 7.3.1 shall take effect only in relation to any
                Revolving Advance made at least 15 Business Days after receipt
                by the Agent for the Relevant Period of both (a) (in the case of
                a Relevant Period ending on the last day of the Parent's
                financial year) the annual audited financial statements of the
                Group in accordance with Clause 20.1 (Annual Statements) or (in
                the case of the Relevant Period ending on the last day of any
                other Financial Quarter of the Parent) quarterly financial
                statements of the Group in accordance with Clause 20.2
                (Quarterly Statements) for such Relevant Period and (b), in each
                case, a Compliance Certificate for such Relevant Period pursuant
                to Clause 20.7 (Compliance Certificates).

        7.3.3   If at any time an Event of Default is continuing the Applicable
                Revolving Margin shall be 3.00% per annum.

        7.3.4   The change to the Applicable Revolving Margin set out in
                sub-clause 7.3.3 shall apply from the date certified by the
                Agent (in writing) as the date on which an Event of Default has
                occurred or come into existence until the date certified by the
                Agent (in writing) as the date by which such Event of Default is
                no longer continuing. The Agent shall give such certification
                promptly upon reasonably determining that an Event of Default
                has occurred or exists and promptly upon becoming aware it
                becoming reasonably apparent that such Event of Default is no
                longer continuing.

8.      MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES

8.1     MARKET DISRUPTION

        If, in relation to any Advance or Unpaid Sum:

        8.1.1   LIBOR is to be determined by reference to Reference Banks and at
                or about 11.00 a.m. on the Quotation Date for the relevant
                Interest Period or Term none or only one of the Reference Banks
                supplies a rate for the purpose of determining LIBOR, for the
                relevant Interest Period or Term; or

        8.1.2   before the close of business in London on the Quotation Date for
                such Advance or Unpaid Sum the Agent has been notified by a Bank
                or each of a group of Banks to whom in aggregate thirty-five per
                cent. or more of such Advance or Unpaid Sum is owed (or, in the
                case of an undrawn Advance, if made, would be owed) that the
                LIBOR rate does not accurately reflect the cost of funding its
                participation in such Advance or Unpaid Sum,

        then, the Agent shall notify the Parent, the relevant Borrower and the
        Banks of such event and, notwithstanding anything to the contrary in
        this Agreement, Clause 8.2 (Substitute Interest Period and Interest
        Rate) shall apply to such Advance (if it is a Term Advance which is
        already outstanding or a Rollover Advance) or Unpaid Sum. If sub-clause
        8.1.1 or 8.1.2 of Clause 8.1 (Market Disruption) applies to a proposed
        Advance (other than a Rollover Advance), such Advance shall not be made.



                                      -40-
<PAGE>

8.2     SUBSTITUTE INTEREST PERIOD AND INTEREST RATE

        If sub-clause 8.1.1 of Clause 8.1 (Market Disruption) applies to an
        Advance, the duration of the relevant Interest Period or Term shall be
        one month, or less, such that it shall end on the next succeeding
        Repayment Date (in the case of a Term Advance) or the Revolving
        Termination Date (in the case of a Rollover Advance). If either
        sub-clause 8.1.1 or 8.1.2 of Clause 8.1 (Market Disruption) applies to
        an Advance or Unpaid Sum, the rate of interest applicable to such
        Advance or Unpaid Sum during the relevant Interest Period or Term shall
        (subject to any agreement reached pursuant to Clause 8.3 (Alternative
        Rate)) be the rate per annum which is the sum of:

        8.2.1   the Margin at such time;

        8.2.2   the Associated Costs Rate in respect thereof at such time; and

        8.2.3   the rate per annum notified to the Agent by each Bank before the
                last day of such Interest Period or Term to be that which
                expresses as a percentage rate per annum the cost to such Bank
                of funding from sources it reasonably selects its portion of
                such Advance or Unpaid Sum during such Interest Period or Term.

8.3     ALTERNATIVE RATE

        If:

        8.3.1   either of those events mentioned in sub-clauses 8.1.1 and 8.1.2
                of Clause 8.1 (Market Disruption) occurs in relation to an
                Advance or Unpaid Sum; or

        8.3.2   by reason of circumstances affecting the London Interbank Market
                during any period of three consecutive Business Days LIBOR is
                not available for Sterling to prime banks in the London
                Interbank Market,

        then, in any such case, if the Agent or the Parent so requires, the
        Agent and the Parent shall enter into negotiations in good faith with a
        view to agreeing an alternative basis:

        (a)     for determining the rates of interest from time to time
                applicable to the Advances and Unpaid Sums; and/or

        (b)     upon which the Advances and Unpaid Sums may be maintained
                thereafter,

        and any such alternative basis that is agreed shall take effect in
        accordance with its terms and be binding on each party hereto, PROVIDED
        THAT the Agent may not agree any such alternative basis without the
        prior consent of each Bank.

9.      NOTIFICATION

9.1     ADVANCES

        Not later than 11.00 a.m. three Business Days before the first day of an
        Interest Period or Term (or, in the case of any utilisation being made
        on the date hereof, not later than 11.30 a.m. on the date hereof), the
        Agent shall notify each Bank of the Facility that is to be utilised, the
        name of the Borrower, the proposed Sterling Amount of the relevant



                                      -41-
<PAGE>

        Advance, the proposed length of the relevant Interest Period or Term and
        the aggregate principal amount of the relevant Advance allocated to such
        Bank pursuant to this Agreement, the name of the proposed beneficiary.

9.2     INTEREST RATE DETERMINATION

        The Agent shall promptly notify the relevant Borrower and the Banks of
        each determination of LIBOR, Margin and the Associated Costs Rate.

9.3     CHANGES TO ADVANCES OR INTEREST RATES

        The Agent shall promptly notify the relevant Borrower and the Banks of
        any change to:

        9.3.1   the proposed length of an Interest Period or Term; or

        9.3.2   any interest rate;

        in each case occasioned by the operation of Clause 8 (Market Disruption
        and Alternative Interest Rates).

10.     REPAYMENT OF THE TERM FACILITY

10.1    TERM REPAYMENT INSTALMENTS

        10.1.1  Term A Repayment Instalments: The Parent shall procure (and the
                Borrower which has drawn a Term A Advance shall repay the Term A
                Outstandings in order to ensure) that the aggregate Sterling
                Amount of the Term A Outstandings is repaid in instalments in
                the amount and on the Term A Repayment Date set out in the table
                below:

                TERM A REPAYMENT DATE                     REPAYMENT INSTALMENTS
                                                            (pounds sterling)

                30 July 2000                                    1,400,000
                31 December 2000                                1,400,000
                30 June 2001                                    1,400,000
                31 December 2001                                1,400,000
                30 June 2002                                    2,100,000
                31 December 2002                                2,100,000
                30 June 2003                                    2,100,000
                31 December 2003                                2,100,000
                30 June 2004                                    3,500,000
                31 December 2004                                3,500,000
                30 June 2005                                    3,500,000
                Final Maturity Date                             3,500,000

                Term B Repayment Instalments: The Parent shall procure (and the
                Borrower which has drawn a Term B Advance shall repay its share
                of the Term B Outstandings in order to ensure) that the Sterling
                Amount of the Term B Outstandings is repaid in instalments on
                each Term B Repayment Date in an amount equal to the percentage
                of the aggregate principal amount advanced on



                                      -42-
<PAGE>

                the last day of the Term B Availability Period in respect of the
                Term B Facility relating to such Term B Repayment Date as set
                out in the table below:


                TERM B REPAYMENT DATE                      REPAYMENT INSTALMENTS
                                                                      %

                31 December 2003                                     20%
                31 December 2004                                     20%
                31 December 2005                                     30%
                Final Maturity Date                                  30%

10.2    SELECTION OF TERM ADVANCES

        If, in relation to a Term Repayment Date, the aggregate amount of the
        relevant Term Advances exceeds the amount of the relevant Term
        Outstandings to be repaid, the Parent may, by not less than five
        Business Days' prior notice to the Agent, select which of those Term
        Advances will be wholly or partially repaid, PROVIDED THAT:

        10.2.1  the Parent may not make any such selection if, as a result, more
                than one such Term Advance would fall to be partially repaid;
                and

        10.2.2  if the Parent fails to give such notice, the Agent shall select
                the relevant Term Advances to be wholly or partially repaid.

11.     REPAYMENT OF THE REVOLVING FACILITY

11.1    The Borrower shall repay each Revolving Advance made to it in full on
        the Repayment Date relating thereto. All Revolving Outstandings shall be
        repaid on or before the Final Maturity Date by the Borrower.

11.2    REVOLVING FACILITY CLEAN DOWN

        The Borrower will procure that the principal amount outstanding in
        respect of all Advances of the Revolving Facility is no more than thirty
        (30) per cent. of the Revolving Facility for a period of at least
        fourteen (14) consecutive days in each twelve (12) month period falling
        after twelve (12) months from the date hereof (the "CLEANING DOWN
        PERIOD") with at least thirty (30) days falling between each Clean Down
        Period.

12.     MANDATORY PREPAYMENT

12.1    MANDATORY PREPAYMENT ON DISPOSAL

        Subject to Clause 12.6 (Prepayment Accounts), the Parent shall procure
        the application of an amount equal to the Net Disposal Proceeds in
        respect of any disposal of any assets of the Group in repayment of the
        Facilities in accordance with Clause 12.5 (Application of Prepayments)
        promptly upon receipt of the same by any Group member.

        The Parent will procure that any amounts which are retained for
        reinvestments as envisaged by paragraph (b) of the definition of
        Excluded Proceeds and paragraph (f) of the definition of Permitted
        Disposals will be paid into the Holding Account promptly upon receipt of
        the same.



                                      -43-
<PAGE>

12.2    AMCARE DISPOSAL

        The Group may, on approval by the Agent (acting on the instructions of
        the Instructing Group), dispose of Amcare Limited (the "AMCARE
        DISPOSAL"). So long as the Amcare Disposal occurs within twelve (12)
        months of the date hereof, the Parent shall ensure that the application
        of an amount equal to the Net Disposal Proceeds of such disposal (the
        "AMCARE DISPOSAL PROCEEDS") shall be credited to the Holding Account
        and, within six (6) months of such Amcare Disposal, the Amcare Disposal
        Proceeds may be withdrawn from the Holding Account by the Original
        Borrower from time to time to fund the whole of the Total Consideration
        for one or more Permitted Acquisitions subject to clause 23.22 (Total
        Permitted Acquisitions). For the avoidance of doubt Clauses 12.1
        (Mandatory Prepayment on Disposal) and 12.5 (Application of Prepayments)
        shall not apply to the Amcare Disposal Proceeds during such six (6)
        month period from making the Amcare Disposal and if the Amcare Disposal
        occurs after the date falling twelve (12) months after the date hereof,
        the Amcare Disposal Proceeds shall be applied in accordance with Clause
        12.1 (Mandatory Prepayment on Disposal).

12.3    MANDATORY PREPAYMENT ON CHANGE OF CONTROL OR SALE OF BUSINESS

        The Parent shall procure that the Term Outstandings and the Revolving
        Outstandings are immediately prepaid in full upon the occurrence of:

        12.3.1  any Change of Control; or

        12.3.2  Hyperion ceasing to have beneficial ownership of at least 50.1%
                in TW US; or

        12.3.3  the Initial Investor disposing of any Warrants or Senior
                Subordinated Notes; or

        12.3.4  any Flotation of any of the shares of any member of the Group or
                any holding company of the Parent; or

        12.3.5  a Strategic Sale.

12.4    MANDATORY PREPAYMENT OF EXCESS CASH FLOW

        The Parent shall procure that, within ten Business Days of the
        delivering to the Agent of aggregated and consolidated audited Accounts
        of the Group pursuant to Clause 20.1 (Annual Statement) for any annual
        Accounting Period, the Term Outstandings shall be prepaid in an
        aggregate amount equal to 50% (fifty per cent.) of the Excess Cash Flow
        (minus (pounds sterling)1,000,000) of the Group for such Accounting
        Period to which such annual consolidated accounts relate. Any such
        prepayment shall be applied in accordance with Clause 12.5 (Application
        of Prepayments).

12.5    APPLICATION OF PREPAYMENTS

        12.5.1  Any prepayment made under Clauses 12.1 (Mandatory Prepayment on
                Disposal) (subject to Clause 12.2 (Amcare Disposal)) to 12.3
                (Mandatory Prepayment on Change of Control or Sale of Business)
                shall be applied in repayment:



                                      -44-
<PAGE>

                (a)     first, pro rata across the Term A Outstandings and the
                        Term B Outstandings; and

                (b)     second, to the extent the Term A Outstandings and the
                        Term B Outstandings have been repaid in full, in
                        repayment of the Revolving Outstandings (and any amounts
                        so repaid may not be reborrowed and the Revolving
                        Commitments of the Banks will be permanently reduced pro
                        rata to the extent of such repayment).

        12.5.2  Any prepayment of Term Outstandings in respect of a Term
                Facility shall be applied so that the Borrower effects a
                prepayment of the Term A Outstandings or, as the case may be,
                the Term B Outstandings in order to satisfy the remaining
                obligations under Clause 10.1 (Term Repayment Instalments) in
                respect of outstandings under that Term Facility pro rata.

        12.5.3  Any prepayment (other than as mentioned in sub-clause 12.5.1) of
                Term Outstandings in respect of a Term Facility shall be applied
                across the Term Advances then outstanding under such Term
                Facility in the manner notified by the Original Borrower to the
                Agent at the time of prepayment (or, if no such notice is given,
                pro rata but in any event so that any such prepayment is applied
                so that each Borrower effects a prepayment pro rata to its share
                of the Term A Outstandings or, as the case may be, the Term B
                Outstandings).

        12.5.4  The Parent shall procure that upon any requirement hereunder to
                prepay the Term Outstandings in full, the Revolving Outstandings
                shall also be repaid and each Banks Available Revolving
                Commitment shall be immediately cancelled and reduced to zero.

12.6    PREPAYMENT ACCOUNTS

        12.6.1  If Clause 12.1 (Mandatory Prepayment on Disposal) (subject to
                Clause 12.2 (Amcare Disposal)) to Clause 12.3 (Mandatory
                Prepayment on Change of Control or Sale of Business) inclusive
                would require the Original Borrower to procure the prepayment of
                any Advance hereunder otherwise than at the end of an Interest
                Period or on the maturity of a Revolving Advance, the Original
                Borrower can elect (by written notice to the Agent to be
                received not later than 11 a.m. three Business Days prior to the
                date on which the prepayment obligation would, but for this
                Clause 12.6 (Prepayment Accounts) arise) to credit the amount to
                be repaid to the Mandatory Prepayment Account on the date on
                which the prepayment obligation would, but for this Clause 12.6
                (Prepayment Accounts), arise and to prepay the relevant Term
                Advance and/or Revolving Advance at the first occurring end of
                an Interest Period relative to the Term Advance to be repaid or
                date on which a Revolving Advance matures (where such Term
                Advance or, as the case may be, Revolving Advance is at least
                equal to the amount to be repaid unless the Term Outstandings
                under which such Term Advance was made or the Revolving
                Outstandings is less than the amount to be repaid). Following
                any such election and provided the required payment is made to
                the Mandatory



                                      -45-
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                Prepayment Account the obligation to prepay the relevant Term
                Advance and/or Revolving Advance will not arise until the first
                occurring end of an Interest Period relative to such Term
                Advance to be repaid or date on which such a Revolving Advance
                matures.

        12.6.2  The Original Borrower hereby irrevocably authorises the Agent to
                withdraw monies from the Mandatory Prepayment Account and apply
                such monies against prepayments which are due to be made
                hereunder or, upon the occurrence of an Event of Default which
                is continuing, against any amounts due and payable under the
                Finance Documents.

        12.6.3  Any Bank with which such account is held acknowledges and agrees
                that interest shall accrue at normal commercial rates on amounts
                credited to the Mandatory Prepayment Account and the Holding
                Account and that the account holder shall be entitled to receive
                such interest (which shall be paid in accordance with the
                mandate relating to such account) provided that the account
                holder shall not be entitled to receive such interest while an
                Event of Default is continuing.

13.     CANCELLATION AND VOLUNTARY PREPAYMENT

13.1    CANCELLATION OF THE TERM FACILITY

        The Parent may, by giving to the Agent not less than five Business Days'
        prior notice to that effect, cancel the whole or any part (being an
        amount of not less than (pounds sterling)1,000,000 and an integral
        multiple of (pounds sterling)1,000,000) of either Available Term
        Facility. Any such cancellation shall reduce the Available Term
        Commitments of the Banks in respect of such Available Term Facility
        rateably.

13.2    PREPAYMENT OF THE TERM OUTSTANDINGS

        13.2.1  The Borrower to which a Term Advance has been made may, if it
                has given to the Agent not less than five Business Days' prior
                notice to that effect, prepay the whole of any Term Advance or
                any part of any Term Advance (being an amount such that the
                Sterling Amount of such Term Advance will be reduced by an
                amount of not less than (pounds sterling)1,000,000 and an
                integral multiple of (pounds sterling)1,000,000) on the last day
                of any Interest Period relating to that Term Advance (or at any
                other time subject to payment of the appropriate breakage costs
                in accordance with Clause 28.4 (Break Costs).

        13.2.2  Any prepayment of Term Outstandings in respect of a Term
                Facility shall satisfy pro tanto the remaining obligations under
                Clause 10.1 (Term Repayment Instalments) in respect of
                outstandings under such Term Facility pro rata.

        13.2.3  Any prepayment of Term Outstandings in respect of a Term
                Facility shall be applied across the Term Advances then
                outstanding under such Term Facility in the manner notified by
                the Parent to the Agent at the time of prepayment (or, if no
                such notice is given, pro rata).



                                      -46-
<PAGE>

13.3    CANCELLATION OF THE REVOLVING FACILITY

        The Parent may, by giving to the Agent not less than five Business Days'
        prior notice to that effect, cancel the whole or any part (being an
        amount of not less than (pounds sterling)500,000 and an integral
        multiple of (pounds sterling)500,000) of the Available Revolving
        Facility. Any such cancellation shall reduce the Available Revolving
        Commitment and Revolving Commitment of each Bank rateably.

13.4    PREPAYMENT OF REVOLVING OUTSTANDINGS

        The Borrower to which a Revolving Advance has been made may, by giving
        to the Agent not less than five Business Days' prior notice to that
        effect, prepay the whole or any part of a Revolving Advance (being an
        amount such that the Sterling Amount of such Revolving Advance will be
        reduced by an amount of not less than (pounds sterling)500,000 or
        integral multiple of (pounds sterling)1,000,000) subject to payment of
        the appropriate breakage costs in accordance with Clause 28.4 (Break
        Costs).

13.5    EARLY PREPAYMENT FEE

        If a voluntary prepayment or a mandatory prepayment within the terms of
        Clause 12 (Mandatory Prepayment) of the whole of any part of the
        Facilities is made prior to the first anniversary of the date hereof
        consequent upon a refinancing implemented through the bank or debt
        capital markets, the Borrower shall pay to the Agent to the account of
        the Banks a fee of an amount equal to 1% (one per cent.) of the amount
        of the Facilities so prepaid.

13.6    NOTICE OF CANCELLATION OR PREPAYMENT

        Any notice of cancellation or prepayment given by a Borrower pursuant to
        this Clause 13 (Cancellation and Voluntary Prepayment) shall be
        irrevocable, shall specify the date upon which such cancellation or
        prepayment is to be made and the amount of such cancellation or
        prepayment and, in the case of a notice of prepayment, shall oblige the
        relevant Borrower to make such prepayment on such date.

13.7    NOTICE OF REMOVAL OF A BANK

        If:

        13.7.1  any sum payable to any Bank by an Obligor is required to be
                increased pursuant to Clause 14.1 (Tax Gross-up); or

        13.7.2  any Bank claims indemnification from an Obligor under Clause
                14.2 (Tax Indemnity) or Clause 16.1 (Increased Costs), the
                Parent may, whilst such circumstance continues, give the Agent
                at least five Business Days notice (which notice shall be
                irrevocable) of its intention (a) if such circumstance relates
                to a Bank to cancel and repay.

13.8    REMOVAL OF A BANK

        On the day the notice referred to in Clause 13.7 (Notice of Removal of a
        Bank) expires each Borrower to which an Advance has been made shall
        repay (without incurring the prepayment fee payable under Clause 13.5
        (Prepayment Fee) such Bank's portion of each such Advance.



                                      -47-
<PAGE>

13.9    NO FURTHER AVAILABILITY

        A Bank for whose account a repayment is to be made under Clause 13.8
        (Removal of a Bank) shall not be obliged to participate in the making of
        Advances on or after the date upon which the Agent receives the Parent's
        notice of its intention to procure the repayment of such Bank's share of
        the Outstandings, and such Bank's Available Term Commitment and
        Available Revolving Commitment shall be reduced to zero.

13.10   NO OTHER REPAYMENTS OR CANCELLATION

        The Borrowers shall not repay or cancel all or any part of the
        Outstandings except at the times and in the manner expressly provided
        for in this Agreement.

13.11   NO REBORROWING

        None of the Borrowers shall be entitled to reborrow any amount of any
        Term Facility which is repaid or to reborrow any amount of the Revolving
        Facility which is repaid where such repayment permanently reduces the
        Revolving Facility.

14. TAXES

14.1    TAX GROSS-UP

        All payments to be made by an Obligor to any Finance Party hereunder
        shall be made free and clear of and without deduction for or on account
        of tax unless such Obligor is required to make such a payment subject to
        the deduction or withholding of tax, in which case the sum payable by
        such Obligor (in respect of which such deduction or withholding is
        required to be made) shall be increased to the extent necessary to
        ensure that such Finance Party receives a sum net of any withholding or
        deduction equal to the sum which it would have received had no such
        deduction or withholding been made or required to be made.

14.2    TAX INDEMNITY

        Without prejudice to Clause 14.1 (Tax Gross-up), if any Finance Party is
        required to make any payment of or on account of tax on or in relation
        to any sum received or receivable hereunder (including any sum deemed
        for the purposes of tax to be received or receivable by such Finance
        Party whether or not actually received or receivable) or if any
        liability in respect of any such payment is asserted, imposed, levied or
        assessed against any Finance Party, the Parent shall, upon demand of the
        Agent, promptly indemnify the Finance Party which suffers a loss or
        liability as a result against such payment or liability together with
        any interest, penalties, costs and expenses payable or incurred in
        connection therewith, PROVIDED THAT this Clause 14.2 (Tax Indemnity)
        shall not apply to:

        14.2.1  any tax imposed on and calculated by reference to the net income
                actually received or receivable by such Finance Party (but, for
                the avoidance of doubt, not including any sum deemed for
                purposes of tax to be received or receivable by such Finance
                Party but not actually receivable) by the jurisdiction in which
                such Finance Party is incorporated or resident for tax purposes;
                or

        14.2.2  any tax imposed on and calculated by reference to the net income
                of the relevant Facility Office of such Finance Party actually
                received or receivable



                                      -48-
<PAGE>

                by such Finance Party (but, for the avoidance of
                doubt, not including any sum deemed for purposes of tax to be
                received or receivable by such Finance party but not actually
                receivable) by the jurisdiction in which such Facility Office is
                located.

14.3    BANKS' TAX STATUS CONFIRMATION

        Each Bank confirms in favour of the Agent (on the date hereof or, in the
        case of a Bank which becomes a party hereto pursuant to a transfer or
        assignment, on the date on which the relevant transfer or assignment
        becomes effective) that either:

        14.3.1  it is a bank as defined for the purposes of Section 349 of the
                Income and Corporation Taxes Act 1988 and it is within the
                charge to United Kingdom Corporation tax as respects interest
                payable to it hereunder and is beneficially entitled to its
                share of the Outstandings and the interest thereon; or

        14.3.2  it is not resident for tax purposes in the United Kingdom and is
                beneficially entitled to its share of the Outstandings and the
                interest thereon,

        and each Bank shall promptly notify the Agent if there is any change in
        its position from that set out above.

14.4    CLAIMS BY BANKS

        A Bank intending to make a claim pursuant to Clause 14.2 (Tax Indemnity)
        shall notify the Agent of the event or circumstance giving rise to the
        claim as soon as reasonably practicable after its relevant Facility
        Office has become aware of such event or circumstance, whereupon the
        Agent shall notify the Parent thereof.

14.5    EXCLUDED CLAIMS

        If any Bank is not or ceases to be a Qualifying Bank, no Obligor shall
        be liable to pay to that Bank under Clause 14.1 (Tax Gross-Up) any
        amount in respect of taxes levied or imposed in excess of the amount it
        would have been obliged to pay if that Bank had been or had not ceased
        to be a Qualifying Bank PROVIDED THAT this Clause 14.5 (Excluded Claims)
        shall not apply (and each Obligor shall be obliged to comply with its
        obligations under Clause 14.1 (Tax Gross-Up)) if:

        14.5.1  after the date hereof and after the date when such Bank first
                becomes a Bank for the purposes of this Agreement, there shall
                have been any introduction of, change in, or change in the
                interpretation, administration or application of, any law or
                regulation or order or governmental rule or treaty or any
                practice or concession of any applicable tax authority and as a
                result thereof such Bank ceased to be a Qualifying Bank; or

        14.5.2  such Bank is not or ceases to be a Qualifying Bank as a result
                of the actions of or omission to act by any Obligor.

14.6    DOUBLE TAXATION RELIEF

        If, and to the extent that, the effect of Clause 14.1 (Tax Gross-Up) or
        Clause 14.2 (Tax Indemnity) can be mitigated by virtue of the provisions
        of any Applicable Treaty



                                      -49-
<PAGE>

        (whether by a claim to repayment of any taxes referred to in Clause 14.1
        (Tax Gross-Up) or Clause 14.2 (Tax Indemnity) or otherwise) each Bank
        agrees to co-operate with the relevant Obligor with a view to submitting
        any forms required for the purpose of ensuring the application of such
        double tax convention so far as relevant, PROVIDED THAT no Bank shall be
        required pursuant to this Clause 14.6 (Double Taxation Relief) to
        complete or co-operate in completing any form which is not substantially
        similar to any form in use at the date of this Agreement for the purpose
        of claiming exemption or relief from or repayment of taxes envisaged
        hereunder pursuant to an Applicable Treaty between England and such
        Bank's jurisdiction of residence.

15.     TAX RECEIPTS

15.1    NOTIFICATION OF REQUIREMENT TO DEDUCT TAX

        If, at any time, an Obligor is required by law to make any deduction or
        withholding from any sum payable by it hereunder (or if thereafter there
        is any change in the rates at which or the manner in which such
        deductions or withholdings are calculated), such Obligor shall promptly
        notify the Agent.

15.2    EVIDENCE OF PAYMENT OF TAX

        If an Obligor makes any payment hereunder in respect of which it is
        required to make any deduction or withholding, it shall pay the full
        amount required to be deducted or withheld to the relevant taxation or
        other authority within the time allowed for such payment under
        applicable law and shall deliver to the Agent for such Finance Party,
        within thirty days after it has made such payment to the applicable
        authority, an original receipt (or a certified copy thereof) issued by
        such authority evidencing the payment to such authority of all amounts
        so required to be deducted or withheld in respect of that Finance
        Party's share of such payment.

15.3    TAX CREDIT PAYMENT

        If an additional payment is made under Clause 14 (Taxes) by an Obligor
        for the benefit of any Finance Party and such Finance Party, in its sole
        discretion, determines that it has obtained (and has derived full use
        and benefit from) a credit against, a relief or remission for, or
        repayment of, any tax, then, if and to the extent that such Finance
        Party, in its sole opinion, determines that:

        15.3.1  such credit, relief, remission or repayment is in respect of or
                calculated with reference to the additional payment made
                pursuant to Clause 14 (Taxes); and

        15.3.2  its tax affairs for its tax year in respect of which such
                credit, relief, remission or repayment was obtained have been
                finally settled,

        such Finance Party shall, to the extent that it can do so without
        prejudice to the retention of the amount of such credit, relief,
        remission or repayment, pay to such Obligor such amount as such Finance
        Party shall, in its sole opinion, determine to be the amount which will
        leave such Finance Party (after such payment) in no worse after-tax
        position than it would have been in had the additional payment in
        question not been required to be made by such Obligor.



                                      -50-
<PAGE>

15.4    TAX CREDIT CLAWBACK

        If any Finance Party makes any payment to an Obligor pursuant to Clause
        15.3 (Tax Credit Payment) and such Finance Party subsequently
        determines, in its sole opinion, that the credit, relief, remission or
        repayment in respect of which such payment was made was not available or
        has been withdrawn or that it was unable to use such credit, relief,
        remission or repayment in full, such Obligor shall reimburse such
        Finance Party such amount as such Finance Party determines, in its sole
        opinion, is necessary to place it in the same after-tax position as it
        would have been in if such credit, relief, remission or repayment had
        been obtained and fully used and retained by such Finance Party.

15.5    TAX AND OTHER AFFAIRS

        No provision of this Agreement shall interfere with the right of any
        Finance Party to arrange its tax or any other affairs in whatever manner
        it thinks fit, oblige any Finance Party to claim any credit, relief,
        remission or repayment in respect of any payment under Clause 14.1 (Tax
        Gross-up) in priority to any other credit, relief, remission or
        repayment available to it nor oblige any Finance Party to disclose any
        information relating to its tax or other affairs or any computations in
        respect thereof.

16.     INCREASED COSTS

16.1    INCREASED COSTS

        If, by reason of (a) any change in law or in its interpretation or
        administration and/or (b) compliance with any request or requirement
        relating to the maintenance of capital or any other request from or
        requirement of any central bank or other fiscal, monetary or other
        authority (including, for the avoidance of doubt, any minimum reserve
        requirements imposed by the European Central Bank) (in each case after
        the date of this Agreement):

        16.1.1  a Bank or any holding company of such Bank is unable to obtain
                the rate of return on its capital which it would have been able
                to obtain but for such Bank's entering into or assuming or
                maintaining a commitment, issuing or performing its obligations
                under the Finance Documents;

        16.1.2  a Bank any holding company of such Bank incurs a cost as a
                result of such Bank's entering into or assuming or maintaining a
                commitment, issuing or performing its obligations under the
                Finance Documents; or

        16.1.3  there is any increase in the cost to a Bank or any holding
                company of such Bank of funding or maintaining such Bank's share
                of the Advances or any Unpaid Sum,

        (including, without limitation, any such circumstance (other than any
        such circumstance which is existing on the date hereof and is applicable
        to such Bank or any holding company of such Bank on the date hereof)
        which results from the introduction or changeover to the Sterling in any
        Participating Member State) then the Parent shall, from time to time on
        demand of the Agent, promptly pay to the Agent for the account



                                      -51-
<PAGE>

        of that Bank amounts sufficient to indemnify that Bank or to enable that
        Bank to indemnify its holding company from and against, as the case may
        be, (a) such reduction in the rate of return of capital, (b) such cost
        or (c) such increased cost.

16.2    INCREASED COSTS CLAIMS

        A Bank intending to make a claim pursuant to Clause 16.1 (Increased
        Costs) shall notify the Agent of the event or circumstance giving rise
        to such claim as soon as reasonably practicable after its relevant
        Facility Office has become aware of such event or circumstance,
        whereupon the Agent shall notify the Parent thereof.

16.3    EXCLUSIONS

        Notwithstanding the foregoing provisions of this Clause 16 (Increased
        Costs), no Bank shall be entitled to make any claim in respect of:

        16.3.1  any cost, increased cost or liability as referred to in Clause
                16.1 (Increased Costs) to the extent the same is compensated by
                the Associated Costs Rate; or

        16.3.2  any cost, increased cost or liability compensated by Clause 14
                (Taxes) or which would have been compensated by Clause 14
                (Taxes) if the provisions of Clause 14.5 (Excluded Claims) or
                sub-clauses 14.2.1 or 14.2.2 of Clause 14.2 (Tax Indemnity) had
                not applied; or

        16.3.3  any cost, increased cost or liability arising by reason of a
                breach by a Bank or their holding company of any law or
                regulatory request.

17.     ILLEGALITY

        If, at any time, it is or will become unlawful for a Bank to make, fund,
        issue, participate in or allow to remain outstanding all or part of its
        share of the Advances, then that Bank shall, promptly after becoming
        aware of the same, deliver to the Parent through the Agent a notice to
        that effect and:

        17.1.1  such Bank shall not thereafter be obliged to participate in any
                Advance and the amount of its Available Term Commitment and
                Available Revolving Commitment shall be immediately reduced to
                zero; and

        17.1.2  if the Agent on behalf of such Bank so requires, the Parent
                shall procure that each Borrower shall either (a) as soon as
                practicable and in any event within 5 days of such notice or (b)
                on the date specified by such Banks through the Agent as being,
                in its bona fide opinion, the last day of any applicable grace
                period permitted by law repay such Bank's share of any
                outstanding Advances together with accrued interest thereon and
                all other amounts owing to such Bank under the Finance Documents
                and any repayment of any Term Advance so made shall reduce
                rateably the remaining obligations under Clause 10.1 (Term
                Repayment Instalments) in respect of the outstandings under the
                Term Facility under which such Term Advance was made.



                                      -52-
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18.     MITIGATION

        If, in respect of any Bank, circumstances arise which would or would
        upon the giving of notice result in:

        18.1.1  an increase in any sum payable to it or for its account pursuant
                to Clause 14.1 (Tax Gross-up);

        18.1.2  a claim for indemnification pursuant to Clause 14.2 (Tax
                Indemnity) or Clause 16.1 (Increased Costs);

        18.1.3  the reduction of its Available Term Commitment and Available
                Revolving Commitment to zero or any repayment to be made
                pursuant to Clause 17 (Illegality),

        then, without in any way limiting, reducing or otherwise qualifying the
        rights of such Bank or the obligations of the Obligors under any of the
        Clauses referred to in sub-clauses 18.1.1, 18.1.2, 18.1.3 and 18.1.3,
        such Bank shall, upon request by the Parent or relevant Borrower and, in
        consultation with the Agent and the Parent and to the extent that it can
        do so lawfully and without prejudice to its own position, take such
        steps as may be reasonable and practical in all the circumstances
        (including a change of location of such Facility Office or the transfer
        of its rights, benefits and obligations hereunder to another financial
        institution acceptable to the Parent and willing to participate in the
        Facilities) to mitigate the effects of such circumstances, PROVIDED THAT
        such Bank shall be under no obligation to take any such action if, in
        the opinion of such Bank, to do so might have any adverse effect upon
        its business, operations or financial condition (other than any minor
        costs and expenses of an administrative nature).

19.     REPRESENTATIONS

        Each Obligor makes the representations and warranties set out in Clause
        19.1 (Status) to Clause 19.33 (Financial Model and Financial
        Projections) to the Finance Parties on its own behalf and, in addition,
        the Parent makes the representations set out therein to the Finance
        Parties on behalf of each member of the Group, in each case save as
        specifically disclosed in the Disclosure Letter. The Original Obligors
        acknowledge that the Finance Parties have entered into this Agreement in
        reliance on those representations and warranties. The representations
        and warranties in Clause 19.16 (Information Memorandum) shall only be
        made on the dates specified in Clause 19.36 (Repetition of
        Representations).

19.1    STATUS

        It is a corporation duly organised and validly existing under the laws
        of its jurisdiction of incorporation and is a limited liability
        corporation and has the power and all necessary governmental and other
        material consents, approvals, licences and authorisations under any
        applicable jurisdiction to own its property and assets and to carry on
        its business as currently conducted.



                                      -53-
<PAGE>

19.2    BINDING OBLIGATIONS

        The obligations expressed to be assumed by it in the Finance Documents
        are legal and valid obligations binding on it and enforceable against it
        in accordance with the terms thereof, subject to the Legal Reservations.

19.3    EXECUTION AND POWER

        In relation to the Finance Documents, its execution of the Finance
        Documents to which it is be a party and its exercise of its rights and
        performance of its obligations thereunder and the transactions
        contemplated thereby (including, without limit, borrowing thereunder and
        granting any security or guarantees contemplated thereunder) do not:

        19.3.1  conflict with any agreement, mortgage, bond or other instrument
                or treaty to which it is a party or which is binding upon it or
                any of its assets; or

        19.3.2  conflict with its constitutive documents; or

        19.3.3  conflict with any applicable law or any applicable official or
                judicial regulation or order.

        It has the power to enter into and perform its obligations under the
        Finance Documents to which it is a party and all corporate and other
        action required to authorise the execution, delivery and performance of
        the Finance Documents to which it will be a party and the transactions
        contemplated therein has been duly taken. No limit on its powers will be
        exceeded as a result of the borrowings, granting of security or giving
        of guarantees contemplated by the Finance Documents to which it is a
        party.

19.4    NO MATERIAL PROCEEDINGS

        19.4.1  No action or administrative proceeding of or before any court,
                arbitrator or agency (including, but not limited to,
                investigative proceedings) which could reasonably be expected to
                have a Material Adverse Effect has been started or (to the best
                of its knowledge or belief) threatened against it or its assets,
                nor are there any circumstances likely to give rise to any such
                action or proceedings.

        19.4.2  It is not aware of any other event or circumstance which could
                reasonably be expected to have a Material Adverse Effect.

19.5    FINANCIAL STATEMENTS

        19.5.1  Its most recent audited financial statements delivered to the
                Agent pursuant to Clause 20.1 (Annual Statements) (consolidated
                in the case of the Parent):

                (a)     were prepared in accordance with UK GAAP and
                        consistently applied and comply with Clause 20.9
                        (Accounting Policies);

                (b)     disclose all liabilities (contingent or otherwise) and
                        all unrealised or anticipated losses of such Obligor or,
                        as the case may be, any member of the Group to the
                        extent required by the applicable accounting principles
                        referred to in Clause 20.9 (Accounting Policies); and



                                      -54-
<PAGE>

                (c)     give a true and fair view of (in the case of audited
                        financial statements) or fairly present in all material
                        respects (in the case of unaudited financial statements)
                        the financial condition and the results of the
                        operations of such Obligor or, as the case may be, the
                        Group during the relevant period.

        19.5.2  Its financial year end and, in the case of the Parent, the
                financial year end of the Group is 30 September.

19.6    NO MATERIAL ADVERSE CHANGE

        Since 16 December 1999 (being the date as at which the Accountants
        Report was prepared), there has been no change in the assets, property,
        business, financial condition, or results of the Group taken as a whole
        which could reasonably be expected to have a Material Adverse Effect.

19.7    VALIDITY AND ADMISSIBILITY IN EVIDENCE

        All acts, conditions and things required to be done, fulfilled and
        performed in order:

        19.7.1  to enable it lawfully to enter into, exercise its rights under
                and perform and comply with the obligations expressed to be
                assumed by it in the Finance Documents;

        19.7.2  to ensure that the obligations expressed to be assumed by it in
                the Finance Documents are legal, valid, binding and enforceable;
                and

        19.7.3  to make the Finance Documents admissible in evidence in its
                jurisdiction of incorporation,

        have been done, fulfilled and performed subject to any Legal
        Reservations.

19.8    CLAIMS PARI PASSU

        Under the laws of its jurisdiction of incorporation in force at the date
        hereof, the claims of the Finance Parties against it under the Finance
        Documents will rank to the extent that they are secured pursuant to a
        Security Document, prior to and otherwise at least pari passu with the
        claims of all its other unsecured and unsubordinated creditors save
        those whose claims are preferred solely by any bankruptcy, insolvency,
        liquidation or other similar laws of general application.

19.9    NO FILING OR STAMP TAXES

        Under the laws of its jurisdiction of incorporation in force at the date
        hereof, it is not necessary that the Finance Documents be filed,
        recorded or enrolled with any court or other authority in such
        jurisdiction or that any stamp, registration or similar tax be paid on
        or in relation to the Finance Documents save for any filing or recording
        of or tax payable in connection with any Security Document which is
        referred to in the Legal Opinions and which will be effected or paid
        promptly after the date hereof. For the purposes of this Clause 19.9 a
        Transfer Certificate shall not be a Finance Document.



                                      -55-
<PAGE>

19.10   NO IMMUNITY

        In any proceedings taken in its jurisdiction of incorporation 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.

19.11   REPORTS

        The Reports have been prepared after due and careful consideration and
        the Parent (and its executive directors), having made all reasonable
        enquiries in the circumstances:

        19.11.1 is not aware of any material inaccuracy as to factual matters
                relating to the Business contained in the Reports which render
                the Reports misleading in any material respect;

        19.11.2 does not (as at the date hereof) regard as unreasonable or
                unattainable any of the forecasts or projections set out in any
                of the Reports;

        19.11.3 believes (having made all reasonable enquiries) the assumptions
                upon which the forecasts and projections in relation to the
                Business contained in the Reports are based to be fair and
                reasonable; and

        19.11.4 is not aware of any facts or matters not stated in the Reports,
                the omission of which make any statements contained therein
                misleading in any material respect;

        19.11.5 has made full disclosure of all material facts known to it
                (having made all reasonable enquiries) to all the persons
                responsible for the preparing of Reports in relation to the
                Parent and the Group where failure to disclose such facts could
                be reasonably likely to render the Reports misleading in any
                material respect; and

        19.11.6 consider that the Accountants Report fairly presented in all
                material respects the financial condition and the results of the
                operations of the Business during the periods referred to
                therein.

19.12   GROUP STRUCTURE

        19.12.1 The Group Structure Chart delivered to the Agent pursuant to
                Schedule 3 (Conditions Precedent) is true, complete and
                accurate.

        19.12.2 All necessary inter-company loans, transfers, share exchanges
                and other steps resulting in the final Group structure set out
                in the Group Structure Chart have been taken in compliance in
                all material respects with all relevant laws and regulations and
                all requirements of relevant regulatory authorities.

19.13   NO INSOLVENCY PROCEEDINGS

        No Material Subsidiary has taken any corporate action nor have any other
        steps been taken or insolvency proceedings been started or (to the best
        of its knowledge and belief having made all reasonable enquiry)
        threatened against any Material Subsidiary (whether by voluntary
        arrangement, scheme of arrangement or otherwise save for any



                                      -56-
<PAGE>

        solvent reorganisation previously approved by an Instructing Group in
        writing, such approval not to be unreasonably withheld) or for the
        enforcement of an Encumbrance over all or any of its revenues or assets
        or for the appointment of a receiver, administrator, administrative
        receiver, conservator, custodian, trustee, or similar officer of it or
        of any or all of its assets or revenues.

19.14   NO MATERIAL DEFAULTS

        No member of the Group:

        19.14.1 is in breach of or in default under any agreement to which it is
                a party or which is binding on it or any of its assets to an
                extent or in a manner which could reasonably be expected to have
                a Material Adverse Effect; or

        19.14.2 is or is likely to be in breach of or in default under any
                agreement to which it is party or which is binding on it or any
                of its assets as a result of entering into and performing its
                obligations under the Finance Documents to an extent or in a
                manner which could reasonably be expected to have a Material
                Adverse Effect.

19.15   INFORMATION

        19.15.1 All of the written information (taken as a whole) supplied by
                the Parent, any Obligor and any advisers of the Parent and/or
                any Obligor to the Agent and/or the Banks and/or their advisers
                in connection with the Finance Documents and/or a Permitted
                Acquisition or Permitted Equity Funded Acquisition is true,
                complete and accurate in all material respects as at the date
                such information was supplied and is not misleading in any
                material respect.

        19.15.2 The forecasts and projections contained in the Business Plan and
                TW US Strategy Paper were made in good faith and based on
                opinions and assumptions which its directors believe were
                reasonable to hold and reasonable to make at the time of supply.

        19.15.3 The Parent has not knowingly failed to disclose to the Agent any
                material facts or circumstances which would be reasonably
                likely, if disclosed, to adversely affect the decision of a
                person considering whether or not to provide finance to the
                Borrowers.

19.16   INFORMATION MEMORANDUM

        The factual information contained in the Information Memorandum is true,
        complete and accurate in all material respects, the financial
        projections contained therein have been prepared in good faith on the
        basis of recent historical information and on the basis of fair and
        reasonable assumptions and after careful consideration, all material
        statements of opinion/intention and expectation were made in good faith
        and after careful consideration and nothing has occurred or been omitted
        that renders the information contained in the Information Memorandum
        inaccurate or misleading in any material respect.



                                      -57-
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19.17   ENVIRONMENTAL COMPLIANCE

        Each member of the Group has duly performed and observed in all material
        respects all Environmental Law, Environmental Permits and all other
        material covenants, conditions, restrictions or agreements directly or
        indirectly concerned with any contamination, pollution or waste or the
        release or discharge of any toxic or hazardous substance in connection
        with any real property which is or was at any time owned, leased or
        occupied by any member of the Group or on which any member of the Group
        has conducted any activity where failure to do so could reasonably be
        expected to have a Material Adverse Effect.

19.18   ENVIRONMENTAL CLAIMS

        No Environmental Claim has been commenced or (to the best of the
        Parent's knowledge and belief) is threatened against any member of the
        Group where such claim could be reasonably be expected, if determined
        against such member of the Group, to have a Material Adverse Effect.

19.19   ENCUMBRANCES AND FINANCIAL INDEBTEDNESS

        19.19.1 Save for Permitted Encumbrances, no Encumbrance exists over all
                or any of the present or future revenues, assets or undertakings
                of any member of the Group.

        19.19.2 Save for Permitted Indebtedness, it has no Financial
                Indebtedness.

        19.19.3 The execution of the Finance Documents to which it is a party
                and the exercise by it of its rights thereunder will not result
                in the existence or imposition of nor oblige any Group member to
                create any Encumbrance (save for Permitted Encumbrances) in
                favour of any person over any of its present or future revenues,
                assets or undertakings.

19.20   CONTROL OF THE PARENT

        The Trustee for and on behalf of the beneficiaries named therein (as
        defined in the Voting Trust Agreement) has and will have control of the
        Parent.

19.21   PARENT AND ORIGINAL BORROWER

        The Parent and the Original Borrower are and will be holding companies
        and do not and will not carry on any other business save as permitted
        pursuant to Clause 23.35 (The Parent) and Clause 23.36 (The Original
        Borrower).

19.22   NO EVENT OF DEFAULT

        No Event of Default or Potential Event of Default has occurred which is
        continuing save for any Event of Default or Potential Event of Default
        notified to the Agent pursuant to Clause 23.4 (Notification of Events of
        Default).

19.23   CONSENTS AND APPROVALS

        All necessary consents, licences, authorisations and approvals to the
        transactions constituted by a Permitted Acquisition or a Permitted
        Equity Funded Acquisition and the Finance Documents have been obtained
        on or prior to the date of the relevant acquisition and all consents,
        licences, authorisations and other approvals necessary for



                                      -58-
<PAGE>

        the conduct of the business of the Group as carried on at the date
        hereof have been, or when required will be obtained, their terms and
        conditions have been, or once required, will be complied with in all
        material respects and they have not been and, so far as it is aware,
        will not be revoked or otherwise terminated.

19.24   TAXATION

        19.24.1 Each Group member has duly and punctually paid and discharged
                all taxes, assessments and governmental charges imposed upon it
                or its assets within the time period allowed therefor without
                imposing tax penalties or creating any Encumbrance with priority
                to the Banks or the security granted or evidenced by the
                Security Documents (save to the extent payment thereof is being
                contested in good faith by the relevant Group member and
                adequate reserves are being maintained for those taxes and where
                payment thereof can lawfully be withheld and would not result in
                an Encumbrance with priority to the security created or
                evidenced by the Security Documents; in relation to the
                representation made under this Clause 19.24 (Taxation) on the
                date hereof, this proviso shall only apply to the extent any
                such payment has been previously disclosed to the Agent in
                writing) save that no breach of this representation in relation
                to the payment and discharge of all taxes, assessments and
                governmental charges imposed on each Group member or its assets
                shall occur unless such payment and discharge would result in a
                liability against any member of the Group in excess
                of(pounds sterling)500,000.

        19.24.2 No Group member is materially overdue in the filing of any tax
                returns which would result in a liability against any Group
                Member in excess of (pounds sterling)500,000.

        19.24.3 No claims are being or are reasonably likely to be asserted
                against any Group member with respect to taxes which could be
                reasonably expected to have a Material Adverse Effect.

19.25   SECURITY INTEREST

        Subject to the Legal Reservations, each Security Document to which it is
        a party creates the security interest which that Security Document
        purports to create or, if that Security Document purports to evidence a
        security interest, accurately evidences a security interest which has
        been validly created and each security interest ranks in priority as
        specified in the Security Document creating or evidencing that interest.

19.26   INTELLECTUAL PROPERTY

        It is not aware of any adverse circumstance relating to validity,
        subsistence or use of any of its Intellectual Property which could
        reasonably be expected to have a Material Adverse Effect.

19.27   GOOD TITLE TO ASSETS

        It has good title to or valid leases of or other appropriate licence,
        authorisation or consent to use its assets necessary to carry on its
        business as presently conducted.



                                      -59-
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19.28   LEGAL AND BENEFICIAL OWNER

        It is the absolute legal (subject to the Voting Trust Agreement in
        respect of the Parent and the Original Borrower any necessary
        registrations in the books of the entity whose shares are being charged
        or any other legal formalities referred to in the Legal Opinions which
        will be effected promptly after the date hereof) and, where applicable,
        beneficial owner of all its assets subject to any Permitted Encumbrances
        and to any security granted under the Security Documents to which it is
        a party.

19.29   ISSUE OF SHARE CAPITAL

        Save to the extent contemplated in Clause 23.25 (Share Capital) or in
        the Securities Purchase Agreement there are no agreements in force or
        corporate resolutions passed which call for the present or further issue
        or allotment of, or grant to any person the right (whether conditional
        or otherwise) to call for the issue or allotment of any share, loan note
        or loan capital of the Parent or any Group member (including an option
        or right of pre-emption or conversion).

19.30   NO TRADING

        Save as contemplated by, or otherwise in connection with this Agreement,
        the Finance Documents, the Mezzanine Finance Documents and the
        Acquisition Documents and the transactions contemplated hereby or
        thereby, neither the Parent nor the Original Borrower has not traded or
        undertaken any commercial activities of any kind and has any liabilities
        or obligations (actual or contingent).

19.31   PENSIONS

        Each member of the Group is in material compliance with all applicable
        laws and contracts relating to the pension schemes (if any) operated by
        it or in which it participates and has no material unrecorded or
        unindemnified liabilities in respect of such schemes which could
        reasonably be expected to have a Material Adverse Effect.

19.32   YEAR 2000 COMPLIANCE

        The Parent believes (having made all reasonable enquiries) that the Year
        2000 problem (that is, the risk that any computer hardware or software
        or any equipment operated by electronic means used by the Group may be
        unable to recognise and perform properly date-sensitive functions
        involving a date before, on or after 31 December 1999) could not
        reasonably be expected to have a Material Adverse Effect.

19.33   FINANCIAL MODEL AND FINANCIAL PROJECTIONS

        The Financial Model and any future projections prepared for the purposes
        of any Permitted Acquisition have been prepared on a basis that is in
        all material respects consistent with UK GAAP.

19.34   PROPERTY

        No single freehold, feuhold, leasehold or heritable property owned by
        any Obligor has a value in excess of (pounds sterling)500,000.



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19.35   PERMITTED ACQUISITIONS AND PERMITTED EQUITY FUNDED ACQUISITIONS

        19.35.1 Execution and Power

                In relation to a Permitted Acquisition or a Permitted Equity
                Funded Acquisition, its execution of the Acquisition Documents
                to which it will be a party and its exercise of its rights and
                performance of its obligations thereunder and the transactions
                contemplated thereby (including, without limit, borrowing
                thereunder and granting any security or guarantees contemplated
                thereunder) will not:

                (a)     conflict with any agreement, mortgage, bond or other
                        instrument or treaty to which it is a party or which is
                        binding upon it or any of its assets; or

                (b)     conflict with its constitutive documents; or

                (c)     conflict with any applicable law or any applicable
                        official or judicial regulation or order.

                In relation to a Permitted Acquisition or a Permitted Equity
                Funded Acquisition it has the power to enter into and perform
                its obligations under the Acquisition Documents to which it will
                be a party and all corporate and other action required to
                authorise the execution, delivery and performance of the
                Acquisition Document to which it will be a party and the
                transactions contemplated therein has been duly taken.

        19.35.2 Acquisition Documents

                In relation to any Permitted Acquisition or a Permitted Equity
                Funded Acquisition there will be no amendment, variation or
                waiver of the terms of the Acquisition Documents after the
                relevant purchase date save as approved in writing by the Agent
                other than any amendments or variations which are of a minor or
                technical nature or which could not reasonably be considered to
                be material to the interests of the Finance Parties and the
                Acquisition Documents contain all of the terms of the agreement
                between the purchaser and the vendors in relation to a Permitted
                Acquisition or a Permitted Equity Funded Acquisition.

        19.35.3 Parent's Knowledge

                In relation to a Permitted Acquisition or a Permitted Equity
                Funded Acquisition, the Parent is not aware of any event, fact
                or circumstance which would constitute a breach of warranty or
                misrepresentation or breach of contract or other claim against
                the vendors if all references in the Acquisition Documents to
                "so far as the vendors are aware" or similar were deleted.

19.36   REPETITION OF REPRESENTATIONS

        19.36.1 The Repeated Representations shall be deemed to be repeated by
                the relevant Obligor by reference to the then existing facts and
                circumstances on the date hereof, the date each Notice of
                Drawdown is given, on the first day of each



                                      -61-
<PAGE>

                Interest Period, on each date on which an Advance is or is to be
                made (or any Advance is rolled over), and on each date on which
                a company becomes (or it is proposed that a company becomes) an
                Additional Obligor and at the end of each Financial Quarter of
                the Group.

        19.36.2 Clause 19.16 (Information Memorandum) shall be deemed to be made
                only on the date that the Information Memorandum is approved by
                the Parent and on the Syndication Date.

20.     FINANCIAL INFORMATION

20.1    ANNUAL STATEMENTS

        The Parent shall as soon as the same become available, but in any event
        within 120 days after the end of each of its financial years, deliver to
        the Agent in sufficient copies for the Banks the financial statements of
        the Group and each Group member on a consolidated and consolidating
        basis for such financial year, audited by an internationally recognised
        firm of independent auditors licensed to practise in its jurisdiction of
        incorporation, and the related auditor's and director's reports.

        Such annual statements shall include a balance sheet, profit and loss
        account and cash flow statement.

20.2    QUARTERLY STATEMENTS

        The Parent shall as soon as the same become available, but in any event
        within 45 days after the end of each quarter of each of its financial
        years, deliver to the Agent in sufficient copies for the Banks the
        consolidated financial statements of the Group for such period.

        Such quarterly statements shall be in a form reasonably acceptable to
        the Agent and shall include a balance sheet, profit and loss account and
        cash flow statement, and (other than in respect of quarterly statements
        in respect of any financial quarter falling in 1999) a comparison with
        the financial statements for the same financial quarter of the previous
        year and a description of significant acquisitions and disposals, and
        other transactions or events which are material in the context of the
        Group occurring in that financial quarter and the financial year to
        date.

20.3    MONTHLY MANAGEMENT STATEMENTS

        The Parent shall as soon as the same become available but in any event
        within 30 days after the end of each month deliver to the Agent in
        sufficient copies for the Banks the consolidated financial statements of
        the Group for such period.

        Such monthly accounts shall be on a month-to-month and cumulative basis
        and in a form reasonably acceptable to the Agent and shall include a
        balance sheet, profit and loss account and cashflow statements and
        provide a management commentary thereon as to, inter alia, the Group's
        performance during such month and the financial year to date and any
        material developments or proposals affecting the Group or its business.



                                      -62-
<PAGE>

20.4    ANNUAL BUDGET

        The Parent shall, as soon as the same become available, and in any event
        no later than 10 days prior to the beginning of any financial year,
        deliver to the Agent in sufficient copies for the Banks an annual Budget
        (in form reasonably acceptable to the Agent) prepared by reference to
        each month in respect of such financial year of the Group including:

        20.4.1  forecasts of projected disposals other than in the ordinary
                course of trade (including timing and amount thereof) on a
                consolidated basis of the Group for such financial year;

        20.4.2  projected annual profit and loss accounts (including turnover
                and operating costs) for and projected balance sheets and cash
                flow statements on a monthly basis for such financial year on a
                consolidated basis for the Group;

        20.4.3  projected Capital Expenditure to be incurred on a monthly basis
                for such financial year on a consolidated basis for the Group;

        20.4.4  projected EBIT as at the end of each month in such financial
                year;

        20.4.5  a quantitative analysis and commentary for the management on its
                proposed activities for such financial year;

        20.4.6  a comparison against the Business Plan forecast for such period.

        The Parent shall forthwith provide the Agent with details of any
        material changes in the projections delivered under this Clause 20.4
        (Annual Budget) as soon as it becomes aware of any such change.

20.5    OTHER REPORTS AND FILINGS

        The Parent shall, as soon as the same become available, but in any event
        within 30 days after the filing thereof, deliver to the Agent in
        sufficient copies for the Banks copies of any and all reports (whether
        on Form 10-K, Form 10-Q or otherwise), proxy materials and other
        information and documents, if any, which TW US shall file with the U.S.
        Securities and Exchange Commission or any governmental agencies
        substituted therefor under the U.S. Securities Act of 1933, as amended,
        or the U.S. Securities Exchange Act of 1934, as amended.

20.6    REQUIREMENTS AS TO FINANCIAL STATEMENTS

        The Parent shall ensure that each set of financial statements delivered
        by it pursuant to this Clause 20 (Financial Information) is certified by
        an Authorised Signatory of the Parent as giving a true and fair view of
        (in the case of audited financial statements) or fairly presents in all
        material respects (in the case of unaudited financial statements) the
        consolidated financial condition of the Group as at the end of the
        period to which those financial statements relate and of the results of
        the Group's operations during such period.



                                      -63-
<PAGE>

20.7    COMPLIANCE CERTIFICATES

        The Parent shall ensure that each set of financial statements delivered
        by it pursuant to Clause 20.1 (Annual Statements) and Clause 20.2
        (Quarterly Statements) is accompanied by a Compliance Certificate signed
        by the Parent's auditors (in the case of a Compliance Certificate
        delivered with the annual financial statements of the Group) and by the
        Group Finance Director and one other director of the Parent (in the case
        of a Compliance Certificate delivered with the Parent's annual or its
        quarterly financial statements). Each Compliance Certificate shall
        provide sufficient information to determine which subsidiaries of the
        Parent are Material Subsidiaries.

20.8    OTHER FINANCIAL INFORMATION

        Each Obligor shall from time to time on the request of the Agent,
        furnish the Agent with such information about the business or financial
        condition of the Group as the Agent or any Bank (through the Agent) may
        reasonably require and, for the avoidance of any doubt, it shall be
        reasonable for a Bank (through the Agent) to require copies of the
        annual financial statements of any Obligor.

20.9    ACCOUNTING POLICIES

        The Parent shall ensure that each set of financial statements delivered
        by the Parent pursuant to this Clause 20 (Financial Information) is
        prepared using UK GAAP (with normal period end adjustments for monthly
        and quarterly accounts) consistent with those applied in the preparation
        of the Business Plan (the "REFERENCE ACCOUNTING POLICIES") unless, in
        relation to any such set of financial statements, the Parent notifies
        the Agent that there have been one or more changes in any such
        accounting policies, practices, procedures and reference period and in
        which case the Parent shall procure that its auditors provide:

        20.9.1  a description of the changes and the adjustments which would be
                required to be made to those financial statements if they have
                been prepared using the Reference Accounting Policies; and

        20.9.2  sufficient information, in such detail and format as may be
                reasonably required by the Agent, to enable the Banks to make an
                accurate comparison between the financial position indicated by
                those financial statements and the Business Plan or, as the case
                may be, any accounts previously delivered under Clauses 20.1,
                (Annual Statements) 20.2 (Quarterly Statements) and 20.3
                (Monthly Management Statements).

        If there has been a change in accounting policies, practices, procedures
        or reference period and the description and information required by this
        Clause 20.9 (Accounting Policies) have been provided by the auditors in
        connection with such change and any amendments have been agreed pursuant
        to Clause 20.10 (Change in Accounting Policy) in connection with such
        change, then such change shall become part of the normal accounting
        policies, practices, procedures and reference period as if it were used
        in the preparation of the Reference Accounting Policies.



                                      -64-
<PAGE>

20.10   CHANGE IN ACCOUNTING POLICIES

        If there has been one or more such changes in any accounting policies,
        practices or procedures or reference period:

        20.10.1 the Agent and the Parent shall, at the Agent's or the Parent's
                request, negotiate in good faith with a view to agreeing such
                amendments to the financial covenants in Clause 22 (Financial
                Condition) and the definitions used therein as may be necessary
                to grant to the Banks protection comparable to that granted on
                the date hereof, and any amendments as agreed will have effect
                on the date agreed between the Agent and the Parent; and

        20.10.2 if no such agreement is reached within 30 days of the Agent's
                request, the Agent shall (if so requested by an Instructing
                Group) instruct the auditors of the Parent or independent
                accountants (approved by the Parent or, in the absence of such
                approval within 5 days of request by the Agent therefor, a firm
                with internationally recognised expertise) to determine any
                amendment to Clause 22 (Financial Condition) which those
                auditors or, as the case may be, accountants (acting as experts
                and not arbitrators) consider appropriate to grant to the Banks
                protection comparable to that granted on the date hereof, which
                amendments shall take effect when so determined by those
                auditors, or as the case may be, accountants. Where such
                auditors or accountants are instructed hereunder, the cost and
                expense of those auditors or accountants shall be for the
                account of the Parent.

21.     OTHER INFORMATION

21.1    SHAREHOLDER INFORMATION

        The Parent shall, as soon as reasonably practicable, after the same are
        supplied or made available, furnish the Agent with such general
        information as is required by law to be supplied or made available to
        all shareholders (in their capacity as such) of the Parent or, in the
        case of any Obligor, their creditors generally or any class thereof.

21.2    AUDITOR'S LETTER

        The Parent shall at the reasonable request of the Agent require and
        authorise its auditors to discuss with the Agent the information and
        other matters related to or arising out of the annual audit of the Group
        by the auditors for the time being of the Parent.

21.3    LITIGATION AND ENVIRONMENTAL CLAIMS

        The Parent shall advise the Agent promptly upon becoming aware of the
        same of the details of:

        21.3.1  each litigation, arbitration or administrative proceeding
                pending or reasonably likely to be commenced against any member
                of the Group which would, if adversely determined, result in
                liability of such member of the Group in an amount in excess of
                (pounds sterling)500,000; and



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        21.3.2  each Environmental Claim which would involve liability or
                expenditure in excess of (pounds sterling)500,000.

21.4    SHAREHOLDERS

        The Parent shall promptly inform the Agent in writing upon any transfer
        of any legal or beneficial ownership of the Borrower and itself or any
        change of control of such shares of which it is aware and such notice
        shall include details of the previous owner or controller and the new
        owner or controller and the number and type of shares affected.

21.5    INFORMATION COVENANTS

        The Parent shall procure that any notices required to be delivered to
        the Agent under Clause 23 (Covenants) are delivered in accordance with
        such clause.

22.     FINANCIAL CONDITION

22.1    FINANCIAL COVENANTS

        The Parent shall ensure that the financial condition of the Group shall
        be such that:

        22.1.1  Senior Interest Cover Ratio: Interest Cover for each Relevant
                Period specified in Column 1 below shall not be less than the
                ratio set out in Column 2 below opposite each Relevant Period.


                COLUMN 1                                          COLUMN 2

                RELEVANT PERIOD                                   RATIO (TO 1.0)

                (ENDING ON)

                Date hereof - 31 March 2000                       2.75

                Date hereof - 30 June 2000                        2.75

                Date hereof - 30 September 2000                   3.00

                1 January 2000 - 31 December 2000                 3.00

                1 April 2000 - 31 March 2001                      3.00

                1 July 2000 - 30 June 2001                        3.00

                1 October 2000 - 30 September 2001                3.50

                1 January 2001 - 31 December 2001                 3.50

                1 April 2001 - 31 March 2002                      3.50

                1 July 2001 - 30 June 2002                        3.50

                1 October 2001 - 30 September 2002                4.50

                1 January 2002 - 31 December 2002                 4.50

                1 April 2002 - 31 March 2003                      4.50

                1 July 2002 - 30 June 2003                        4.50

                1 October 2002 - 30 September 2003                5.00

                Each 12 month period ending on a Quarter Date     5.00
                falling after 30 September 2003


                "INTEREST COVER" means, in relation to any Relevant Period, the
                ratio of EBITA to Net Senior Cash Interest for such Relevant
                Period.



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        22.1.2  Fixed Charge Cover: Fixed Charge Cover for each Relevant Period
                specified in column 1 below shall not be less than the ratio set
                out in column 2 below opposite such Relevant Period.


                COLUMN 1                                        COLUMN 2

                RELEVANT PERIOD                                 RATIO (TO 1.0)

                1 January 2000 - 30 June 2000                   1.0

                1 January 2000 - 30 September 2000              1.0

                1 January 2000 - 31 December 2000               1.0

                1 April 2000 - 30 March 2001                    1.0

                Each 12 month period ending on a Quarter Date   1.0
                falling after 30 March 2001

                "FIXED CHARGE COVER" means, in relation to any Relevant Period,
                the ratio of Cash Flow to Net Debt Service for such Relevant
                Period.

        22.1.3  Debtor Days: The Parent shall ensure that on each Quarter Date,
                the Debtor Days shall not exceed 82.

        22.1.4  Net Worth: Consolidated Net Worth shall not at any time during
                each period specified in column 1 below be less than the amount
                specified in column 2 below opposite such Relevant Period.


                COLUMN 1                                COLUMN 2

                FINANCIAL YEAR ENDING                   Amount (pounds (million)
                                                               sterling)

                Date hereof - 29 September 2001          20 + X

                30 September 2001 - 29 September 2002    22 + X

                30 September 2002 - 29 September 2003    25 + X

                30 September 2003 - 29 September 2004    30 + X

                30 September 2004 - 29 September 2005    35 + X

                Each 12 month period ending on 29        35 + X
                September after 29 September 2005

                "X" means adjusted as appropriate to take account of any
                revaluation arising out of the consolidation of the Group.

        22.1.5  Total Net Debt Cover Ratio: Total Net Debt Cover as at the end
                of each Relevant Period specified in Column 1 below shall not be
                more than the ratio set out in Column 2 below opposite such
                Relevant Period.


                 COLUMN 1                                         COLUMN 2

                 RELEVANT PERIOD                                  RATIO (TO 1.0)

                 (ENDING ON)

                 1 January 2000 - 31 March 2000                   4.50

                 1 January 2000 - 30 June 2000                    4.50

                 1 January 2000 - 30 September 2000               4.50




                                      -67-
<PAGE>

                 1 January 2000 - 31 December 2000                4.50

                 1 April 2000 - 31 March 2001                     4.50

                 1 July 2000 - 30 June 2001                       4.50

                 1 October 2000 - 30 September 2001               4.25

                 1 January 2001 - 31 December 2001                4.25

                 1 April 2001 - 31 March 2002                     4.25

                 1 July 2001 - 30 June 2002                       4.25

                 1 October 2001 - 30 September 2002               3.50

                 1 January 2002 - 31 December 2002                3.50

                 1 April 2002 - 31 March 2003                     3.50

                 1 July 2002 - 30 June 2003                       3.50

                 1 October 2002 - 30 September 2003               3.00

                 1 January 2003 - 31 December 2003                3.00

                 1 April 2003 - 31 March 2004                     3.00

                 1 July 2003 - 30 June 2004                       3.00

                 1 October 2003 - 30 September 2004               2.50

                 Each 12 month period ending on a Quarter Date    2.50
                 falling after 30 September 2004

                "TOTAL NET DEBT COVER" means, in relation to any Relevant
                Period, the ratio of Total Net Debt as at the last day of such
                period to EBITDA for such period.

        22.1.6  Capital Expenditure: The Group shall not in any financial year
                incur a greater amount of Capital Expenditure than is specified
                in the annual Budget relating to such financial year.

22.2    CALCULATIONS

        For the purpose of calculating Total Net Debt Cover:

        In relation to any Relevant Period ending on or before 30 September
        2000, EBITDA shall be determined on a rolling 12 month basis and shall
        be calculated by annualising actual EBITDA, in respect of the period
        from 1 January 2000 to the last day of the Relevant Period.

22.3    FINANCIAL DEFINITIONS

        In Clause 22 (Financial Condition) the following terms have the
        following meanings.

        "APPROVED ACCOUNTING PRINCIPLES" means UK GAAP.

        "AVERAGE DAILY SALES" means, the total sales during the relevant quarter
        divided by the number of days in that quarter.

        "CASH" means, at any time, cash at bank denominated in sterling and
        credited to an account in the name of a Borrower with an Eligible
        Deposit Bank and to which a Borrower is alone beneficially entitled and
        for so long as (a) such cash is repayable on



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        demand and (b) repayment of such cash is not contingent on the prior
        discharge of any other indebtedness of any Group member or of any other
        person whatsoever or on the satisfaction of any other condition.

        "CAPITAL EXPENDITURE" means any expenditure which would be treated as
        capital expenditure in accordance with Approved Accounting Principles.

        "CASH FLOW" means, in respect of any Relevant Period, EBIT for such
        Relevant Period:

        (a)     adding back depreciation and the amount attributable to
                amortisation of goodwill or any intangible assets during that
                period, to the extent deducted in arriving at EBIT;

        (b)     minus any taxes paid in cash during such Relevant Period;

        (c)     minus all Capital Expenditure during such Relevant Period and
                for this purpose to the extent that any Capital Expenditure is
                financed by finance lease, hire purchase or similar arrangements
                the amount included in Capital Expenditure shall be the amount
                which would have been included had such Capital Expenditure not
                been so financed but after including the principal amount
                financed under such financing arrangements as a cash inflow;

        (d)     plus any extraordinary items received in cash during such
                Relevant Period;

        (e)     minus any extraordinary items paid in cash during such Relevant
                Period;

        (f)     minus the amount of the increase or plus the amount of the
                decrease (as the case may be) in Working Capital during such
                Relevant Period;

        (g)     plus the amount of any dividends or other profit distributions
                (net of tax) received in cash by any member of the Group during
                such Relevant Period from companies which are not members of the
                Group;

        (h)     minus the aggregate amount of Total Consideration of Permitted
                Acquisitions and Permitted Equity Funded Acquisitions made
                during such Relevant Period;

        (i)     plus the aggregate of the Available Cash and drawings under the
                Term B Facility utilised to fund Permitted Acquisitions and
                Permitted Equity Funded Acquisitions made during such Relevant
                Period;

        (j)     after adding back or deducting, as the case may be, the amount
                of any gain or any loss against book value arising on a disposal
                of any asset (not being stock disposed of in the ordinary course
                of trading) during such Relevant Period to the extent deducted
                or added back in arriving at EBIT for that period;

        (k)     plus (to the extent not already included) the amount of any Net
                Disposal Proceeds arising during such Relevant Period on the
                disposal of any asset (not



                                      -69-
<PAGE>

                being stock disposed of in the ordinary course of trading) save
                for any Net Disposal Proceeds which are held in the Holding
                Account;

        (l)     plus (to the extent not already included) any amount of
                additional available cash resulting from the use of any pension
                surplus during such Relevant Period;

        (m)     minus, except to the extent deducted in calculating EBIT, the
                net cost of management fees during such Relevant Period;

        (n)     minus payments on provisions or reserves not included in Working
                Capital in respect of such Relevant Period;

        (o)     minus payments with respect to capitalised assets not included
                in Capital Expenditure or Working Capital in respect of such
                Relevant Period; and

        (p)     after adding back the aggregate amount of payments during such
                Relevant Period made in respect of Earn Out obligations of the
                Group entered into prior to the date of the Agreement PROVIDED
                THAT the aggregate of all such adjustments made under this
                sub-paragraph (p) since the date of this Agreement shall not
                exceed the cash balances (excluding Available Cash) of the Group
                at the date hereof.

        "CONSOLIDATED FIXED CHARGES" means, in respect of any Relevant Period,
        the aggregate of:

        (a)     Net Cash Interest for that Relevant Period;

        (b)     all scheduled repayments of principal under the terms of any
                Indebtedness for Borrowed Money (but excluding any voluntary or
                mandatory prepayment of the Facilities) of any member of the
                Group (excluding any Indebtedness for Borrowed Money between any
                member of the Group and any other member of the Group) falling
                due during that period:

                (i)     including, without limitation, all capital payments
                        falling due in respect of any Indebtedness for Borrowed
                        Money falling within paragraph (g) of the definition of
                        that term; and

                (ii)    excluding any repayment or prepayment of any overdraft
                        or revolving credit facility (including, without
                        limitation, the Revolving Advances) falling due during
                        that period and capable of being simultaneously redrawn
                        under the terms of the relevant facility;

        "CONSOLIDATED NET WORTH" means at any time the aggregate of the amounts
        paid up or credited as paid up on the issued share capital of the Parent
        (other than any redeemable shares) and the aggregate amount of the
        reserves of the Group including:

        (a)     any amount credited to the share premium account;



                                      -70-
<PAGE>

        (b)     any capital redemption reserve fund; and

        (c)     any balance standing to the credit or debit of the consolidated
                profit and loss account reserve of the Group, adjusted for (i)
                the effect of the historic goodwill arising on consolidation of
                (pounds sterling)50,701,000; (2) the elimination of the
                amortisation charged in respect of purchased goodwill as per the
                consolidated profit and loss account of the Group; and (3)
                deducting the amortisation of purchased goodwill using a five
                (5) year amortisation period,

        but deducting:

        (i)     (to the extent included) any amounts arising from an upward
                revaluation of assets made at any time after 30 September 1999;
                and

        (ii)    (to the extent included) any dividend or distribution
                recommended but not debited to the profit and loss account
                reserve or made by any member of the Group to the extent payable
                to a person who is not a member of the Group and such
                distribution is not provided for in the most recent financial
                statements,

        and so that no amount shall be included or excluded more than once.

        "CURRENT ASSETS" means the sum of inventory, trade receivables and other
        receivables (including sundry debtors) falling due within 12 months,
        prepaid accounts and other assets but excluding cash at bank and in
        hand.

        "CURRENT LIABILITIES" means the sum of all liabilities falling due
        within 12 months (including trade creditors, accruals and provisions and
        prepayments but excluding any Indebtedness for Borrowed Money falling
        due within such period.

        "DEBTOR DAYS" means, with respect to any Quarter Date, the aggregate of
        all outstanding receivables (excluding VAT) (net of any provisions) on
        such Quarter Date divided by Average Daily Sales.

        "EBIT" means, in respect of any Relevant Period, the consolidated profit
        of the Group for such period:

        (a)     before any deduction of corporation tax or other taxes on income
                or gains for such Relevant Period;

        (b)     before any deduction of Interest Payable in respect of such
                Relevant Period and before amortisation of Acquisition Costs, to
                the extent amortised;

        (c)     after deducting (to the extent included) Interest Receivable in
                respect of such Relevant Period;

        (d)     excluding extraordinary items relating to such Relevant Period;

        (e)     after deducting (to the extent otherwise included) the amount of
                profit (or adding back the loss) for such Relevant Period of any
                member of the Group



                                      -71-
<PAGE>

                which is attributable to any third party (not being a member of
                the Group) which is a shareholder in such member of the Group;

        (f)     after deducting (to the extent otherwise included) any gain over
                book value arising in favour of a member of the Group on the
                disposal of any asset (not being any disposals made in the
                ordinary course of trading) during such Relevant Period and any
                gain arising on any revaluation of any asset during such period;

        (g)     after adding back (to the extent otherwise deducted) any loss
                against book value incurred by a member of the Group on the
                disposal of any asset (not being any disposals made in the
                ordinary course of trading) during such Relevant Period; and

        (h)     after deducting any depreciation on fixed assets relating to
                such Relevant Period.

        "EBITA" means, in respect of any Relevant Period, EBIT for such period
        before deducting amortisation of any goodwill on any intangible assets
        relating to such Relevant Period.

        "EBITDA" means, in respect of any Relevant Period, EBIT for such period
        adding back depreciation and amortisation during that period, to the
        extent deducted in calculating EBIT and taking into account any
        applicable Agreed Pro Forma Adjustments.

        "ELIGIBLE DEPOSIT BANKS" means any bank or financial institution with a
        short term rating of at least A1 granted by Standard & Poor's
        Corporation or P1 granted by Moody's Investors Services Inc..

        "EXCESS CASH FLOW" means, in respect of any financial year of the Group,
        Cash Flow for such financial year:

        (a)     less the aggregate of:

                (i)     Consolidated Fixed Charges of the Group; and

                (ii)    (9.375% multiplied by the Original Senior Subordinated
                        Note Amount) minus any cash interest paid under the
                        Senior Subordinated Notes,

                for such financial year;

        (b)     less (to the extent included in calculating Cash Flow) the
                amount prepaid during such financial year pursuant to the
                provisions of Clause 12.1 (Mandatory Prepayment on Disposals);

        (c)     less an amount equal to the amount required to reduce drawings
                under the Revolving Facility to zero as at the date of
                calculation.



                                      -72-
<PAGE>

        "FINANCIAL QUARTER" means the period commencing on the day after one
        Quarter Date and ending on the next Quarter Date.

        "INTEREST" means, in respect of any Relevant Period, amounts payable
        pursuant to Clause 14 (Taxes) and interest and amounts in the nature of
        interest paid or payable in respect of any Indebtedness for Borrowed
        Money of any member of the Group excluding any interest paid or payable
        on Indebtedness for Borrowed Money between any member of the Group and
        any other member of the Group but including:

        (a)     the interest element of finance leases;

        (b)     discount and acceptance fees payable (or deducted) in respect of
                any Indebtedness for Borrowed Money excluding any income or
                expense received or incurred in connection with any sales
                through factoring or leasing transactions but only to the extent
                that such amounts have been taken into account in the cost of
                sales for the purposes of calculating EBIT;

        (c)     the net amount (expressed as a positive or negative amount, as
                appropriate) due to or from members of the Group pursuant to
                interest rate hedging or similar agreements; and

        (d)     commitment, utilisation and non-utilisation fees payable or
                incurred in respect of Indebtedness for Borrowed Money.

        "INTEREST PAYABLE" means, in respect of any Relevant Period, Interest
        accrued (whether or not paid or capitalised) during that Relevant Period
        as an obligation of any member of the Group during that period and
        calculated on the basis that amortisation of Acquisition Costs, to the
        extent amortised, will be excluded.

        "INTEREST RECEIVABLE" means, in respect of any Relevant Period, the
        amount of Interest (which for this purpose shall include all payments of
        the type described in the definition of Interest above (except for
        paragraph (c) thereof)) received by members of the Group (other than by
        other members of the Group) during such period whether or not paid.

        "MONITORED CAPITAL EXPENDITURE" means Capital Expenditure other than
        Permitted Acquisitions.

        "NET CASH INTEREST" means, in respect of any Relevant Period, Interest
        Payable less Interest Receivable to the extent actually received in cash
        during that period.

        "NET DEBT SERVICE" means, in respect of any Relevant Period, the
        aggregate of:

        (a)     Net Cash Interest; and

        (b)     the aggregate of scheduled payments of any Indebtedness for
                Borrowed Money falling due.



                                      -73-
<PAGE>

        "NET SENIOR CASH INTEREST" means, in respect of any Relevant Period,
        Senior Interest Payable less Interest Receivable to the extent actually
        received in cash during that period.

        "NET SENIOR DEBT" means, at any time, all Indebtedness for Borrowed
        Money of the Group at such time:

        (a)     less amounts outstanding under the Mezzanine Facility at such
                time;

        (b)     less the aggregate amount of all cash balances (excluding the
                Available Cash) and Cash Equivalent Investments;

        (c)     less any Indebtedness for Borrowed Money (not falling within (a)
                above) which is subordinated pursuant to the Intercreditor
                Arrangements or otherwise on terms acceptable to an Instructing
                Group.

        "QUARTER DATE" means each of 31 March, 30 June, 30 September and 31
        December.

        "RELEVANT PERIOD" means (notwithstanding that such period commenced
        prior to the date hereof):

        (a)     each period of twelve months ending on the last day of the
                Parent's financial year; and

        (b)     each period of twelve months ending on the last day of each
                Financial Quarter of the Parent's financial year,

        PROVIDED THAT if any such period includes the date hereof, it shall be
        deemed to commence on such date.

        "SENIOR INTEREST" means, in respect of any Relevant Period, all interest
        and amounts in the nature of interest paid or payable in respect of the
        Facilities of any member of the Group including any commitment,
        utilisation and non-utilisation fees payable or incurred in respect of
        the Facilities.

        "SENIOR INTEREST PAYABLE" means, in respect of any Relevant Period,
        Senior Interest accrued (whether or not paid or capitalised) during that
        Relevant Period as an obligation of any member of the Group during that
        period.

        "TOTAL DEBT" means, at any time, the aggregate amount of Indebtedness
        for Borrowed Money (excluding any indebtedness incurred in relation to
        Senior Subordinated Notes) of the Group at such time.

        "TOTAL NET DEBT" means, in respect of any Relevant Period, Total Debt
        less the aggregate amount of all cash balances (excluding the Available
        Cash).

        "WORKING CAPITAL" means, at any time, the Consolidated Net Assets of the
        Group comprising stock and debtors (but excluding any cash) and
        deducting trade creditors and other Current Liability at the last day of
        such Relevant Period.



                                      -74-
<PAGE>

22.4    FINANCIAL TESTING

        The financial covenants set out in Clause 22 (Financial Condition) shall
        be tested by reference to each of the financial statements and/or each
        Compliance Certificate delivered pursuant to Clause 20 (Financial
        Information).

22.5    AUDITOR'S VERIFICATION

        The Agent may, at any time if it has reasonable grounds for believing
        that the figures prepared by the Parent are incorrect, inaccurate or
        incomplete at the Parent's expense require the auditors of the Group or
        the Group to verify the figures supplied by the Parent in connection
        with the financial conditions set out in Clause 22.1 (Financial
        Covenants).

        The Agent may, in accordance with this Clause 22.5, request verification
        of any figure or calculation made in a Compliance Certificate and/or
        delivered under Clause 21 (Other Information) and/or any figure
        contained in the financial statements delivered under Clause 20
        (Financial Information) which is relevant to the calculation of the
        financial conditions referred to above.

        If such auditors fail to verify such figures to the reasonable
        satisfaction of the Agent after being requested to do so, the Agent may
        appoint an independent firm of accountants to carry out an appropriate
        investigation and give a certificate in a form and content reasonably
        satisfactory to the Agent certifying or verifying the relevant figures
        and satisfaction of the above financial conditions shall be determined
        be reference to the figures so verified or certified even if the audited
        or management accounts for the same date or period have not yet been
        published.

22.6    ACCOUNTING TERMS

        All accounting expressions to the extent that not otherwise defined
        herein shall be construed in accordance with UK GAAP.

23.     COVENANTS

23.1    MAINTENANCE OF LEGAL VALIDITY AND LEGAL STATUS

        Each Obligor shall do all such things as are necessary to maintain its
        and its subsidiaries existence as a legal person and obtain, comply with
        the terms of and do all that is necessary to maintain in full force and
        effect all authorisations, approvals, licences, consents and exemptions
        required in or by the laws of its jurisdiction of incorporation to
        enable it lawfully to enter into and perform its obligations under the
        Finance Documents to which it is expressed to be a party and to ensure
        the legality, validity, enforceability (subject to the Legal
        Reservations) or admissibility in evidence in its jurisdiction of
        incorporation of the Finance Documents and, on request of the Agent,
        supply copies (certified by an Authorised Signatory of the relevant
        Obligor as true, complete and up to date) of any such authorisations,
        approvals, licences, consents and exemptions.

23.2    INSURANCE

        23.2.1  Each Obligor shall and shall procure that each Material
                Subsidiary shall effect and maintain insurances on and in
                relation to its business and assets with



                                      -75-
<PAGE>

                reputable underwriters or insurance companies against such risks
                and to such extent as is usual for prudent companies carrying on
                a business such as that carried on by such Material Subsidiary
                (including, but not limited to, loss of earnings, business
                interruption, directors and officers liability cover).

        23.2.2  Without prejudice to sub-clause 23.2.1, each Obligor shall, and
                shall procure that each Material Subsidiary effects and
                maintains insurances on and in relation to its business and
                assets:

                (a)     against such risks and at such levels as are recommended
                        by such Material Subsidiary's insurance advisers or such
                        higher levels as are normally maintained by persons
                        carrying on the same business as that carried on by such
                        Group member; and

                (b)     in compliance with any relevant agreements which are
                        binding on it from time to time.

        23.2.3  The Parent shall (if so requested in writing) supply the Agent
                with copies of all such insurance policies or certificates of
                insurance in respect thereof or (in the absence of the same)
                such other evidence of the existence of such policies as may be
                reasonably acceptable to the Agent and shall, in any event,
                notify the Agent of any material changes to its insurance cover
                made from time to time.

23.3    ENVIRONMENTAL MATTERS

        23.3.1  Each Obligor shall and shall ensure that each member of the
                Group shall comply in all material respects with all
                Environmental Law and obtain and maintain any Environmental
                Permits and take all reasonable steps in anticipation of known
                or expected future changes to or obligations under the same,
                breach of which (or failure to obtain, maintain or take which)
                could reasonably be expected to have a Material Adverse Effect.

        23.3.2  Each Obligor shall, and shall procure that each Group member
                shall, inform the Agent in writing as soon as reasonably
                practicable upon becoming aware of the same if any Environmental
                Claim has been commenced or (to the best of it's knowledge and
                belief) is threatened against any member of the Group in any
                case where such claim would be reasonably likely to have a
                Material Adverse Effect or of any facts or circumstances which
                will or are reasonably likely to result in any Environmental
                Claim being commenced or threatened against any member of the
                Group in any case where such claim could reasonably be expected
                to have a Material Adverse Effect.

23.4    NOTIFICATION OF EVENTS OF DEFAULT

        Each Obligor shall and shall procure that each Group member shall,
        inform the Agent of the occurrence of any Event of Default or Potential
        Event of Default and, upon receipt of a written request to that effect
        from the Agent (if the Agent has reasonable grounds for believing that
        there may be an Event of Default or Potential Event of



                                      -76-
<PAGE>

        Default), confirm to the Agent that, save as previously notified to the
        Agent or as notified in such confirmation, no Event of Default or
        Potential Event of Default has occurred.

23.5    CLAIMS PARI PASSU

        Each Obligor shall ensure that at all times the claims of the Finance
        Parties against it under the Finance Documents rank at least pari passu
        with the claims of all its other unsecured and unsubordinated creditors
        save those whose claims are preferred by any bankruptcy, insolvency,
        liquidation or other similar laws of general application.

23.6    CONSENTS AND APPROVALS

        Each Obligor shall, and shall procure that each member of the Group
        shall, comply with all applicable laws, rules, regulations and orders
        and obtain and maintain all governmental and regulatory consents,
        licences, authorisations and approvals the failure to comply with which
        or the failure to obtain and maintain which could be reasonably be
        expected to have a Material Adverse Effect.

23.7    CONDUCT OF BUSINESS

        Each Obligor shall, and shall procure that each Material Subsidiary
        shall, ensure that it has the right and is duly qualified to conduct its
        business as it is conducted from time to time in all applicable
        jurisdictions and does all things necessary to obtain, preserve and keep
        in full force and effect all material rights including, without
        limitation, all franchises, contracts, licences, IP Licences, consents
        and other rights which are necessary for the conduct of its business.

23.8    TAX

        Each Obligor shall, and shall procure that each Material Subsidiary
        shall, duly and punctually pay and discharge (a) all taxes, assessments
        and governmental charges imposed upon it or its assets within the time
        period allowed therefor without imposing penalties and without resulting
        in an Encumbrance with priority to any Bank or any security purported to
        be granted by or created pursuant to the Security Documents (save to the
        extent payment thereof is being contested in good faith by the relevant
        Group member and adequate reserves are being maintained for those taxes
        and where payment thereof can lawfully be withheld and would not result
        in an Encumbrance with priority to the security created or evidenced by
        the Security Documents) and (b) all lawful claims which, if unpaid,
        would by law become Encumbrances upon its assets which are not Permitted
        Encumbrances.

23.9    PRESERVATION OF ASSETS

        Each Obligor shall, and shall procure that each Material Subsidiary
        shall, maintain and preserve all of its assets that are necessary in the
        conduct of its business as conducted at the date hereof in good working
        order and condition, ordinary wear and tear excepted.

23.10   SECURITY

        23.10.1 Each Obligor shall, and shall procure that each member of the
                Group shall, at its own expense, take all such action as the
                Agent or the Security Agent may



                                      -77-
<PAGE>

                require (acting reasonably) for the purpose of perfecting or
                protecting the Agent's or Security Agent's rights under and
                preserving the security interests intended to be created or
                evidenced by any of the Finance Documents and as the Agent or
                the Security Agent may require following the making of any
                declaration pursuant to Clause 24.23 (Acceleration and
                Cancellation) or 24.24 (Advances Due on Demand) for facilitating
                the realisation of any such security or any part thereof.

        23.10.2 Each Obligor shall, and shall procure that each member of the
                Group shall, ensure that (save as specified in the Legal
                Reservations) each Security Document to which it is a party
                creates the security interest which that Security Document
                purports to create or, if that Security Document purports to
                evidence a security interest, accurately evidences a security
                interest which has been validly created and that each security
                interest ranks in priority as specified in the Security Document
                creating or evidencing that interest.

23.11   PENSIONS

        The Obligors shall, and shall procure that each Group member shall,
        ensure that all pension schemes are administered and funded in
        accordance with applicable law.

23.12   ACCESS

        While an Event of Default or Potential Event of Default (or the Agent
        reasonably suspects an Event of Default) is continuing and is not
        remedied or waived in respect of which information has been requested by
        the Agent and not supplied or not adequately answered, the Parent shall,
        ensure that any one or more representatives, agents and advisers of the
        Agent will on reasonable notice be allowed to have access to the assets,
        books, records and premises of each Group member and to inspect the same
        during normal business hours (at the reasonable expense of the Parent).

23.13   INTELLECTUAL PROPERTY

        Each Obligor shall, and shall procure that each Group member shall do
        all acts as are reasonably practicable to maintain, protect and
        safeguard the Intellectual Property necessary for the business of the
        relevant Group member and not terminate or discontinue the use of any
        such Intellectual Property save that licensing arrangements in relation
        to such Intellectual Property may be entered into between members of the
        Group provided that (1) such licensing arrangements do not allow any
        further sub-licensing by the licensee and (2) such licensing
        arrangements would not have a material adverse effect on the value of
        any of the Intellectual Property the subject matter of such licensing
        arrangements Provided that a failure to do so would cause a Material
        Adverse Effect.

23.14   BANK ACCOUNTS

        Each Obligor shall ensure that all sums received by an Obligor which is
        party to a Security Document providing security over a bank account
        which security is ultimately assigned and/or pledged to the Security
        Agent are paid into a bank account or accounts with such banks or
        financial institutions previously approved in writing by the Agent



                                      -78-
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        and which are subject (to the extent legally possible) to security in
        favour of the Security Agent pursuant to the Security Documents.

23.15   VENDORS WARRANTIES

        In relation to a Permitted Acquisition or a Permitted Equity Funded
        Acquisition, the Borrower shall diligently pursue all material claims
        (if any) for breach of contract or warranty by, or misrepresentation by,
        or indemnity or other claim (if any) against the vendors or any
        affiliate thereof or any of their respective employees, officers or
        advisers or any other party under or in connection with any Acquisition
        Document which could reasonably be expected to have a Material Adverse
        Effect.

23.16   BANK ACCOUNTS

        The Parent shall, as soon as possible, but in any event, no later than
        the day following three (3) months after the date hereof, ensure that in
        relation to a Borrower, all sums received by it or by any Group Member
        are paid into a bank account or accounts with a member of the syndicate
        Banks hereunder and are subject to the security in favour of the
        Security Agent pursuant to the Security Documents.

23.17   NEGATIVE PLEDGE

        No Obligor shall, and each Obligor will procure that no member of the
        Group shall, create or permit to subsist any Encumbrance over all or any
        of its present or future revenues or assets other than a Permitted
        Encumbrance or create any restriction or prohibition on Encumbrances
        over all or any of its present or future revenues or assets.

23.18   LOANS AND GUARANTEES

        No Obligor shall, and each Obligor will procure that no member of the
        Group shall, make any loans, grant any credit or other financial
        accommodation or give any guarantee (except as required by the Finance
        Documents) to or for the benefit of any person or otherwise voluntarily
        assume any liability, whether actual or contingent, in respect of any
        obligation of any other person except:

        23.18.1 trade credit or indemnities or guarantees granted in the
                ordinary course of trading and upon terms usual for such trade;
                or

        23.18.2 Permitted Transactions.

23.19   FINANCIAL INDEBTEDNESS

        No Obligor shall, and each Obligor will procure that no member of the
        Group shall, incur, create or permit to subsist or have outstanding any
        Financial Indebtedness or enter into any agreement or arrangement
        whereby it is entitled to incur, create or permit to subsist any
        Financial Indebtedness other than, in either case, Permitted
        Indebtedness.

23.20   DISPOSALS

        No Obligor shall, and each Obligor shall procure that no member of the
        Group shall make any disposal of, by one or more transactions or series
        of transactions (whether related or not), the whole or any part of its
        revenues or its assets or its business or undertakings other than
        Permitted Disposals.



                                      -79-
<PAGE>

23.21   MERGERS

        No Obligor shall, and each Obligor shall procure that no member of the
        Group shall, without the prior consent of an Instructing Group, merge or
        consolidate with any other person, enter into any demerger transaction
        or participate in any other type of corporate reconstruction (other than
        a corporate reconstruction which is effected by means of capitalisation
        of any Intra-Group Loan permitted hereunder).

23.22   ACQUISITIONS

        Other than Permitted Acquisitions or Permitted Equity Funded
        Acquisitions no Obligor shall, and each Obligor shall procure that no
        member of the Group shall (without the prior consent of an Instructing
        Group):

        23.22.1 purchase, subscribe for or otherwise acquire any shares (or
                other securities or any interest therein) in, or incorporate,
                any other company or agree to do any of the foregoing; or

        23.22.2 purchase or otherwise acquire any assets (other than in the
                ordinary course of business or pursuant to any Capital
                Expenditure permitted under the terms of this Agreement) or
                (without limitation to any of the foregoing) acquire any
                business or interest therein or agree to do so; or

        23.22.3 form, or enter into, any partnership, consortium, Joint Venture
                or other like arrangement or agree to do so.

23.23   TOTAL PERMITTED ACQUISITIONS

        23.23.1 The Parent shall ensure that the aggregate Total Consideration
                incurred in each financial year in relation to Permitted
                Acquisitions and Permitted Equity Funded Acquisitions does not
                exceed (pounds sterling)12,500,000.

        23.23.2 The Parent shall ensure that the Total Consideration for any
                single Permitted Acquisition is not greater than
                (pounds sterling)1,250,000.

23.24   DIVIDENDS, DISTRIBUTIONS AND INTEREST

        23.24.1 No Obligor shall, and each Obligor shall procure that no Group
                member shall, pay, make or declare any dividend, return on
                capital, repayment of capital contributions or other
                distribution (whether in cash or in kind) or make any
                distribution of assets or other payment (including management
                fees) whatsoever whether directly or indirectly save (i) in
                relation to such payments made by an Obligor to the Parent to
                fund (a) tax liabilities and (b) administration costs provided
                that the aggregate amount of the loans made under paragraph
                (a)(v) of the definition of Permitted Transactions and this
                paragraph (i) does not exceed (pounds sterling)100,000 per annum
                and (ii) for Permitted Transactions.

        23.24.2 No Obligor shall, and each Obligor shall procure that no Group
                member shall, pay any interest or return on principal or
                repayment of principal or other distribution (in cash or in
                kind) to make any distribution of assets or other payment
                whatsoever in respect of the Senior Subordinated Notes or any
                other



                                      -80-
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                loan notes or loan capital whether directly or indirectly save
                for Permitted Transactions and payments of interest in respect
                of the Senior Subordinated Notes permitted under the
                Intercreditor Arrangements.

        23.24.3 No Obligor shall, and each Obligor shall procure that no Group
                member shall, pay any fees or make any other payment whatsoever
                whether directly or indirectly save each Obligor may pay
                management fees for the two financial years after the date
                hereof in aggregate up to an amount of (pounds sterling)500,000
                in each financial year (and thereafter if the proposed assets
                sales as identified in the TW US Strategy Paper do not occur,
                (pounds sterling)250,000 in aggregate in each financial year) in
                management fees charged by TW US to the Group in relation to
                compensation for providing management, personnel and facilities
                to the Group.

        PROVIDED THAT no such payments shall be made under this Clause 23.24
        (Dividends, Distributions and Interest) if a Payment Blockage Event has
        occurred and is continuing and the Agent (acting on the instructions of
        an Instructing Group) has issued a Stop Notice (as such term is defined
        in the Intercreditor Arrangements).

23.25   SHARE CAPITAL

        No Obligor shall, and shall procure that no member of the Group shall,
        issue or redeem or repurchase, purchase, defease or retire any shares or
        grant any person the right (whether conditional or unconditional) to
        call for the issue or allotment of any share of the Parent or any Group
        member or any other equity investments, howsoever called, or alter any
        rights attaching to its issued shares (including ordinary and preference
        shares) other than:

        23.25.1 in the case of the Original Borrower, ordinary shares to be
                issued pursuant to the Warrant Documents or which are otherwise
                issued to satisfy the obligations of the Parent under the Senior
                Subordinated Notes and/or the obligations of the Original
                Borrower under the Mirror Notes;

        23.25.2 (i)     any issue of shares by an Obligor (other than the by the
                        Original Borrower or the Parent) to another wholly-owned
                        member of the Group;

                (ii)    the redemption, repurchase, defeasance or retirement by
                        or purchase by a Group member of shares or share capital
                        owned by the Original Borrower;

        23.25.3 the granting of its options to employees of any Group member to
                acquire 10,010,021 shares and the issue of shares upon the
                exercise of such options; and

        23.25.4 under the Management Options.



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23.26   AMENDMENTS

        No Obligor shall, and shall procure that no Group member shall, amend,
        vary, novate, supplement or terminate any of the Voting Trust Agreement,
        the Mezzanine Credit Agreement, the constitutional documents or any
        other document delivered to the Agent pursuant to Clauses 2.3
        (Conditions Precedent), 36.2 (Borrower Conditions Precedent) or 37.2
        (Guarantor Conditions Precedent) or waive any right thereunder other
        than any amendment or variation which is of a minor or technical nature
        or which could not reasonably be considered to be material to the
        interests of the Finance Parties.

23.27   CHANGE OF BUSINESS

        No Obligor shall, and shall procure that no Material Subsidiary shall,
        without the prior consent of an Instructing Group, make any material
        changes to the general nature of the business of the Group as carried on
        at the date hereof, or carry on any other business which results in any
        material change to the nature of such business.

23.28   FEES, COMMISSIONS AND INTEREST

        No Obligor shall, and shall procure that no Group member shall, other
        than as required or permitted hereunder or under the Intercreditor
        Arrangements, pay any fees or commissions or interest or repayments of
        intra-group indebtedness other than the arrangers fee of (pounds
        sterling)555,000 payable by the Original Borrower to Triumph Corporate
        Finance Group, Inc. on the date hereof.

23.29   ARM'S LENGTH BASIS

        No Obligor shall, and shall procure that no Group member shall, enter
        into any arrangement or contract with any of its affiliates or any Group
        member save where:

        23.29.1 both parties to the arrangement are Obligors; or

        23.29.2 in any other case such arrangement or contract is entered into
                on an arm's length basis and is fair and equitable to such Group
                member; or

        23.29.3 it is pursuant to any other transaction expressly permitted
                under the terms of the Finance Documents.

        For the purposes of this Clause 23.29 "AFFILIATE" of the specified
        person shall mean any other person directly or indirectly controlling or
        controlled by or under common control with such specified person or
        which is a director, officer or partner (limited or general) of such
        specified person; for the purposes of this definition "control", when
        used with respect of any specified person, means the possession, direct
        or indirect, of the power to vote five per cent. (5%) or more of the
        securities having ordinary voting power for the election of directors or
        the power to direct or cause the direction of the management and
        policies of such person, directly or indirectly, whether through the
        ownership of voting securities, by contract or otherwise; and the terms
        "controlling" and "controlled" have meanings correlative to the
        foregoing.

23.30   TREASURY TRANSACTIONS

        No Obligor shall, and each Obligor shall procure that no Group member
        shall, enter into any Treasury Transaction which is not a Permitted
        Treasury Transaction.



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23.31   SUBORDINATED DEBT

        No Obligor shall, and each Obligor shall procure that no Group member
        shall, unless permitted under the Intercreditor Arrangements or this
        Agreement, pay, prepay or repay or defease, exchange or repurchase any
        amount under (a) the Mezzanine Credit Agreement or (b) any Intra-Group
        Loan subordinated under the Intercreditor Arrangements or (c) the Senior
        Subordinated Notes or (d) the Mirror Notes.

23.32   JOINT VENTURES

        No Obligor shall, and each Obligor shall procure that no Group member
        shall, enter into or acquire or subscribe (or agree to enter into or
        acquire or subscribe) for any shares, stocks, securities or other
        interest in or transfer of any assets to or lend to or guarantee or give
        security for the obligations of any Joint Ventures without prior
        consultation with the Agent and provided that the aggregate liability
        and total exposure (including, without limitation, the aggregate of any
        investment or contribution for the Joint Venture and the amount of any
        liability, actual or contingent, of any member of the Group with respect
        to the obligations of such Joint Venture) of the Group to all such Joint
        Ventures shall not exceed (pounds sterling)250,000 at any one time.

23.33   YEAR 2000

        The Parent shall procure that all computer hardware and software and any
        equipment operated by electronic means ("COMPUTER SYSTEMS") used by any
        member of the Group are Year 2000 compliant (that is, in relation to any
        such Computer Systems that any reference to or use of a date before, on
        or after 31 December 1999 in the operation of such Computer Systems will
        not have an adverse effect on the use of such Computer Systems) provided
        that this provision will only apply if the failure in question could be
        reasonably be expected to have a Material Adverse Effect.

23.34   HEDGING

        23.34.1 The Parent shall, within ninety days of the date hereof, procure
                that the Borrower approved by the Agent shall enter into secured
                hedging arrangements for a period of no less than three years
                ranking pari passu with the claims of the Finance Parties under
                the Finance Documents satisfactory to the Banks (acting
                reasonably) with a Bank or Banks in order to fix or cap the
                total interest cost of the Obligors in respect of at least 66%
                of the drawndown amount of the aggregate of the Term A
                Outstandings as at the date such hedging arrangements are
                entered into.

        23.34.2 The Parent shall, within ninety days of the end of the Term B
                Availability Period, procure that the Borrower approved by the
                Agent shall enter into secured hedging arrangements for a period
                of no less than three years ranking pari passu with the claims
                of the Finance Parties under the Finance Documents satisfactory
                to the Banks (acting reasonably) with a Bank or Banks in order
                to fix or cap the total interest cost of the Obligors in respect
                of at least 66% of (i) the drawndown amount of the Term B
                Outstandings and (ii) any amounts outstanding under the
                Mezzanine Credit Agreement.



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23.35   THE PARENT

        The Parent shall not carry on any business other than as holding company
        of the Group and shall not own any assets other than its shareholding in
        the Original Borrower and the Mirror Notes and shall not incur any
        liabilities of any nature whatsoever save for (a) any Security
        contemplated pursuant to the terms of this Agreement or the Mezzanine
        Finance Documents; (b) its obligations under the Senior Subordinated
        Notes; (c) professional fees and administration costs in the ordinary
        course of business; (d) any liabilities under the Finance Documents and
        Mezzanine Finance Documents and (e) any liabilities incurred pursuant to
        Permitted Acquisitions.

23.36   THE ORIGINAL BORROWER

        The Original Borrower shall not carry on any business other than as a
        holding company of the Group and shall not own any assets other than its
        shareholding in its subsidiaries and shall not incur any liabilities of
        any nature whatsoever save for (a) any Security contemplated pursuant to
        the terms of this Agreement or the Mezzanine Finance Documents; (b) its
        obligations under the Mirror Notes; (c) professional fees and
        administration costs in the ordinary course of business; and (d) the
        intra-group loans referred to in Clause (a)(iii) of the definition of
        Permitted Transactions.

23.37   ACCEDING GUARANTORS

        The Parent shall use all reasonable endeavours to ensure that each
        member of the Group does all that is necessary (including, without
        limitation, by re-registering public companies as private companies) in
        order to follow the procedures set out in Sections 155-158 of the
        Companies Act 1985 (or its equivalent in any other jurisdiction) in
        order to ensure that the it can become an Additional Guarantor.

23.38   MEDIGAS LIMITED

        The Parent shall ensure that as soon as practicable after four (4) weeks
        from the date hereof and no later than six (6) weeks from the date
        hereof, Medigas Limited will accede as a Guarantor in accordance with
        Clause 37 (Additional Guarantors) and enter into a Debenture.

24.     EVENTS OF DEFAULT

        Each of Clause 24.1 (Failure to Pay) to Clause 24.20 (Material Adverse
        Change) describes circumstances which constitute an Event of Default for
        the purposes of this Agreement.

24.1    FAILURE TO PAY

        Any amount due from an Obligor or the Obligors under the Finance
        Documents is not paid at the time, in the currency and in the manner
        specified herein unless such failure to pay is caused by technical
        difficulties with the banking system in relation to the transmission of
        funds and payment is made within three Business Days of the due date.

24.2    MISREPRESENTATION

        Any representation or statement made or deemed to be made by an Obligor
        in any Finance Document or in any notice or other document, certificate
        or statement delivered by it pursuant thereto or in connection therewith
        is or proves to have been



                                      -84-
<PAGE>

        incorrect or misleading in any material respect when made or deemed to
        be made and if the circumstances causing such misrepresentation are
        reasonably capable of remedy, such Obligor shall have failed to remedy
        such circumstances within 28 days of receipt by it of written notice
        from the Agent requiring such circumstances to be remedied.

24.3    BREACH OF SPECIFIC COVENANTS

        At any time any of the requirements of Clause 22.1 (Financial
        Covenants), Clause 23.5 (Claims Pari Passu), Clause 23.16 (Negative
        Pledge), Clause 23.20 (Disposals), Clause 23.24 (Dividends,
        Distributions and Interest), Clause 23.25 (Share Capital) or Clause
        23.26 (Amendments) are not satisfied.

24.4    BREACH OF OTHER OBLIGATIONS

        An Obligor fails duly to perform or comply with any other obligation
        expressed to be assumed by it in the Finance Documents and such failure,
        if capable of remedy, is not remedied within 28 days after the earlier
        to occur of the date the Agent has given notice thereof to the Parent or
        such Obligor and the date the Obligor or the Parent has actual knowledge
        and if in the opinion of the Agent, acting reasonably, the circumstances
        causing such breach are reasonably capable of remedy, such Obligor shall
        have failed to remedy such circumstances within 28 days of receipt by it
        of written notice from the Agent requiring such circumstances to be
        remedied.

24.5    CROSS DEFAULT

        Any Financial Indebtedness of any Material Subsidiary is not paid when
        due, any Financial Indebtedness of any Material Subsidiary is declared
        to be or otherwise becomes due and payable prior to its specified
        maturity by reason of a default (however described), any commitment for
        any Financial Indebtedness of any Material Subsidiary is cancelled or
        suspended by a creditor of any Material Subsidiary by reason of a
        default (however described) or any creditor of any Material Subsidiary
        becomes entitled to declare or demand any Financial Indebtedness of any
        Material Subsidiary due and payable prior to its specified maturity by
        reason of a default (however described), provided that it shall not
        constitute an Event of Default under this Clause 24.5 (Cross Default) if
        the aggregate amount of all such Financial Indebtedness is less than
        (pounds sterling)200,000.

24.6    INSOLVENCY AND RESCHEDULING

        Any Material Subsidiary ceases or suspends generally payment of its
        debts or publicly announces an intention to do so (or is deemed for the
        purposes of any law applicable to it to be) or is unable to pay its
        debts as they fall due or commences negotiations with or makes a
        proposal to any one or more of its creditors with a view to the
        readjustment or rescheduling of all or a substantial part of its
        indebtedness or makes a general assignment for the benefit of or a
        composition with its creditors or a moratorium is declared in respect of
        all or a substantial part of the indebtedness of any Material
        Subsidiary.

24.7    INSOLVENCY PROCEEDINGS

        Any Material Subsidiary takes any corporate action or other steps are
        taken or formal insolvency proceedings are started (whether by way of
        voluntary arrangement, scheme



                                      -85-
<PAGE>

        of arrangement or otherwise) (save for any pursuant to a solvent
        reorganisation previously approved in writing by an Instructing Group)
        or for the appointment of a liquidator, receiver, administrator,
        administrative receiver, conservator, custodian, trustee or similar
        officer of it or of any or all of its revenues and assets (or any event
        occurs or proceedings are taken with respect to any Group member which
        has a similar or equivalent effect to any of the foregoing in this
        Clause 24.7) PROVIDED THAT it shall not constitute an Event of Default
        under this Clause 24.7 if a petition is presented in an winding-up
        proceeding of a Material Subsidiary and such petition is discharged
        within 14 days of being presented.

24.8    EXECUTION OR DISTRESS

        Any execution or distress is levied against, or any encumbrancer(s) take
        possession of, the whole or any part of, the property, undertaking or
        assets of any Material Subsidiary or any event occurs which under the
        laws of any jurisdiction has a similar or analogous effect in respect of
        indebtedness exceeding (pounds sterling)200,000 (or its equivalent) in
        aggregate at any time and which, in any case, is not stayed or
        discharged within 21 days after such levy, taking of possession or
        effect and during such 21 day period is contested in good faith by
        appropriate means diligently pursued.

24.9    FAILURE TO COMPLY WITH FINAL JUDGMENT

        Any Material Subsidiary fails to comply with or pay any sum due from it
        or them under any final judgment or any final order made or given by any
        court of competent jurisdiction when such sums exceed (pounds
        sterling)200,000 (or its equivalent) in aggregate at any time.

24.10   GOVERNMENTAL INTERVENTION

        By or under the authority of any government:

        24.10.1 the management of any Material Subsidiary is wholly or partially
                displaced or the authority of any Material Subsidiary in the
                conduct of its business is wholly or partially curtailed; or

        24.10.2 all or a majority of the issued shares of any Material
                Subsidiary or the whole or any material part of its revenues or
                assets is seized, nationalised, expropriated or compulsorily
                acquired.

24.11   OWNERSHIP OF THE OBLIGORS

        After the date hereof, any Obligor (other than the Parent) ceases to be
        a wholly-owned subsidiary of the Parent, except where such disposal is
        permitted hereunder and in the case of the Original Borrower except
        where provided under the Warrant Document and in respect of the
        Management Options.

24.12   THE GROUP'S BUSINESS

        Except by reason of a Permitted Disposal, the Group as a whole ceases to
        carry on the business it carries on at the date hereof or enters into
        any unrelated business.



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24.13   REPUDIATION

        (1) Any Finance Document or Acquisition Document or the Voting Trust
        Agreement or the security intended to be constituted by or the
        subordination effected under any of the Finance Documents is repudiated
        by any Party (other than a Finance Party) or (2) any Party (other than a
        Finance Party) does or causes to be done any act or thing reasonably
        evidencing an intention to repudiate any Finance Document or any such
        security or subordination effected under any of the Finance Documents or
        (3) any Finance Document or Acquisition Document is not or ceases to be
        in full force and effect for a continuous period of 28 days Provided
        that any circumstances causing such Finance Document or Acquisition
        Document to cease to be in full force and effect are capable of remedy,
        such Party shall have failed to remedy such circumstances within 28 days
        of receipt by it of written notice from the Agent requiring such
        circumstances to be remedied or (4) the validity or applicability
        thereof to any sums due or to become due thereunder is disaffirmed by or
        on behalf of any Obligor.

24.14   ILLEGALITY

        24.14.1 At any time any Obligor no longer has the legal power to perform
                its obligations under the Finance Documents to which it is a
                party or to own its assets or to carry on its business or at any
                time it is or becomes unlawful for an Obligor to perform or
                comply with any or all of its obligations under any Finance
                Document to which it is a party or any of the obligations of an
                Obligor thereunder are not or cease to be legal, valid, binding
                and enforceable (except as provided in the Legal Reservations)
                and if capable of remedy such Obligor shall have failed to
                remedy such circumstances with 14 days of receipt by it of
                written notice from the Agent requiring such circumstances to be
                remedied.

        24.14.2 At any time it is or becomes unlawful for any Party to perform
                or comply with any or all of its obligations under any
                Acquisition Document or

        24.14.3 At any time any of the obligations of any person party to any
                Acquisition Document are not or cease to be legal, valid,
                binding and enforceable, which in each case could be reasonably
                expected to have a Material Adverse Effect.

24.15   AUDITOR'S QUALIFICATION

        The auditors of the Parent or any Group member qualify their annual
        audit report to the consolidated accounts of the Group or the
        unconsolidated accounts of any Group member in a manner which is, in the
        reasonable opinion of an Instructing Group, material in the context of
        the Facilities.

24.16   ENVIRONMENTAL

        Any Group member breaches any Environmental Law or any Environmental
        Claim is made or threatened against any Group member which, in either
        case, could reasonably be expected (taking into account the likelihood
        of success of such proceedings) to have a Material Adverse Effect.



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24.17   LITIGATION

        24.17.1 Any litigation, arbitration, administrative proceedings or
                governmental or regulatory investigations, proceedings or
                disputes are commenced or threatened against any Group member or
                its respective assets or revenues (taking into account the
                likelihood of success of such proceedings) which could
                reasonably be expected to have a Material Adverse Effect; or

        24.17.2 the filing by any person other than the Initial Investors or a
                Finance Party, whether at law or in equity, of any suit or
                complaint (or, in the case of derivative or other actions, on
                behalf of the TW US and the Parent or their successors or
                assigns by any representative, trustee, agent, court or
                administrative agency, receiver or administrator preliminary
                proceedings seeking permission or authority for the filing of
                any suit or complaint) with any court of competent jurisdiction,
                or the commencement of any other legal proceeding or
                administrative process seeking in any manner whatsoever to (i)
                have the creation of the voting trust pursuant to the Voting
                Trust Agreement or the transfer to such voting trust of all the
                issued shares of the Parent and the Original Borrower declared
                void or invalid or rescinded, (ii) challenge the validity,
                enforceability or effectiveness of the Voting Trust Agreement or
                the voting trust created hereby, or (iii) direct the Trustee (as
                defined in the Voting Trust Agreement) to vote or refrain from
                voting or to transfer or refrain from transferring the issued
                shares of the Parent and the Original Borrower held in the
                voting trust in any manner inconsistent in any respect with
                Section 6 of the Voting Trust Agreement including injunctive or
                similar equitable relief seeking to prevent the taking of any
                action that requires the approval of the shareholders of the
                Parent or the Original Borrower pending resolution of any legal
                challenge involving the voting share created by the Voting Trust
                Agreement, the Original Borrower Constitutional documents or the
                rights of the Initial Investors under the Securities Purchase
                Agreement or any agreement or instruct contemplated thereby.

24.18   SUBORDINATED DEBT

        An event of default (howsoever described) occurs under the Mezzanine
        Credit Agreement and is continuing unremedied or unwaived.

24.19   INTERCREDITOR ARRANGEMENTS

        Any party to the Intercreditor Arrangements (other than any Finance
        Party, the Mezzanine Agent or any Mezzanine Lender) fails to comply with
        its obligations under the Intercreditor Arrangements.

24.20   VOTING TRUST

        24.20.1 Any party to the Voting Trust Agreement (other than any Finance
                Party, the Mezzanine Agent or any Mezzanine Lender) fails to
                comply with its obligations under the Voting Trust Agreement;



                                      -88-
<PAGE>

        24.20.2 at any time the Voting Trust Agreement is amended, varied,
                novated, supplemented or terminated or any rights are waived (in
                a manner which is prejudicial to the Banks) thereunder without
                the consent of the Banks.

24.21   CONTROL OF PARENT

        The Trustee for and on behalf of the beneficiaries named therein (as
        defined in the Voting Trust Agreement) ceases to control the Parent.

24.22   MATERIAL ADVERSE CHANGE

        Any event or circumstance occurs which could reasonably be expected to
        have a Material Adverse Effect.

24.23   ACCELERATION AND CANCELLATION

        Upon the occurrence of an Event of Default which is continuing and at
        any time thereafter, the Agent may (and, if so instructed by an
        Instructing Group, shall) by notice to the Parent:

        24.23.1 declare all or any part of the Advances to be immediately due
                and payable (whereupon the same shall become so payable together
                with accrued interest thereon and any other sums then owed by
                the Obligors under the Finance Documents) or declare all or any
                part of the Advances to be due and payable on demand of the
                Agent; and/or

        24.23.2 declare that any unutilised portion of the Facilities shall be
                cancelled, whereupon the same shall be cancelled and the
                Available Commitment of each Bank shall be reduced to zero;
                and/or

        24.23.3 exercise or direct the Security Agent to exercise all rights and
                remedies.

24.24   ADVANCES DUE ON DEMAND

        If, pursuant to Clause 24.23 (Acceleration and Cancellation), the Agent
        declares all or any part of the Advances to be due and payable on demand
        of the Agent, then, and at any time thereafter, the Agent may (and, if
        so instructed by an Instructing Group, shall) by notice to the Parent:

        24.24.1 require repayment of all or such part of the Advances on such
                date as it may specify in such notice (whereupon the same shall
                become due and payable on the date specified together with
                accrued interest thereon and any other sums then owed by the
                Obligors under the Finance Documents) or withdraw its
                declaration with effect from such date as it may specify; and/or

        24.24.2 select as the duration of any Interest Period or Term which
                begins whilst such declaration remains in effect a period of six
                months or less; and/or

        24.24.3 declare that the Security Documents (or any of them) shall have
                become enforceable.



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25.     GUARANTEE AND INDEMNITY

25.1    PARENT GUARANTEE AND INDEMNITY

        The Parent irrevocably and unconditionally:

        25.1.1  guarantees to each Finance Party the due and punctual observance
                and performance of all the terms, conditions and covenants on
                the part of each Obligor (other than the Parent) contained in
                any of the Finance Documents and agrees to pay from time to time
                on demand by the Agent any and every sum or sums of money which
                each Obligor (other than the Parent) is at any time liable to
                pay to any Finance Party under or pursuant to any of the Finance
                Documents and which has become due and payable but has not been
                paid at the time such demand is made; and

        25.1.2  agrees as a primary obligation to indemnify each Finance Party
                from time to time on demand by the Agent from and against any
                loss incurred by any Finance Party as a result of any of the
                obligations of each Obligor (other than the Parent) under or
                pursuant to any of the Finance Documents being or becoming void,
                voidable, unenforceable or ineffective as against such Obligor
                for any reason whatsoever, whether or not known to any Finance
                Party or any other person, the amount of such loss being the
                amount which the person or persons suffering it would otherwise
                have been entitled to recover from such Obligor.

25.2    GROUP GUARANTEE AND INDEMNITY

        Each Guarantor other than the Parent irrevocably and unconditionally:

        25.2.1  guarantees to each Finance Party the due and punctual observance
                and performance of all the terms, conditions and covenants on
                the part of each Obligor (other than itself) contained in any of
                the Finance Documents and agrees to pay from time to time on
                demand by the Agent any and every sum or sums of money which
                each Obligor (other than itself) is at any time liable to pay to
                any Finance Party under or pursuant to any of the Finance
                Documents and which has become due and payable but has not been
                paid at the time such demand is made; and

        25.2.2  agrees as a primary obligation to indemnify each Finance Party
                from time to time on demand by the Agent from and against any
                loss incurred by any Finance Party as a result of any of the
                obligations of each Obligor (other than itself) under or
                pursuant to any of the Finance Documents being or becoming void,
                voidable, unenforceable or ineffective as against such Obligor
                for any reason whatsoever, whether or not known to any Finance
                Party or any other person, the amount of such loss being the
                amount which the person or persons suffering it would otherwise
                have been entitled to recover from such Obligor.



                                      -90-
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25.3    ADDITIONAL SECURITY

        The obligations of each Guarantor herein contained shall be in addition
        to and independent of every other security which any Finance Party may
        at any time hold in respect of any of any Obligor's obligations under
        the Finance Documents.

25.4    CONTINUING OBLIGATIONS

        The obligations of each Guarantor herein contained shall constitute and
        be continuing obligations notwithstanding any settlement of account or
        other matter or thing whatsoever and shall not be considered satisfied
        by any intermediate payment or satisfaction of all or any of the
        obligations of the Obligors under the Finance Documents and shall
        continue in full force and effect until final payment in full of all
        amounts owing by any Obligor under the Finance Documents and total
        satisfaction of all the Obligors' actual and contingent obligations
        thereunder.

25.5    OBLIGATIONS NOT DISCHARGED

        Neither the obligations of each Guarantor herein contained nor the
        rights, powers and remedies conferred in respect of each Guarantor upon
        any Finance Party by any Finance Document or by law shall be discharged,
        impaired or otherwise affected by:

        25.5.1  any insolvency proceeding in respect of any Obligor or any other
                person or any change in its status, function, control or
                ownership;

        25.5.2  any of the obligations of any Obligor or any other person under
                any Finance Document or under any other security taken in
                respect of any of its obligations under any Finance Document
                being or becoming illegal, invalid, unenforceable or ineffective
                in any respect;

        25.5.3  time or other indulgence being granted or agreed to be granted
                to any Obligor in respect of its obligations under any Finance
                Document or under any such other security;

        25.5.4  any amendment to, or any variation, waiver or release of, any
                obligation of any Obligor under any Finance Document or under
                any such other security;

        25.5.5  any failure to take, or fully to take, any security contemplated
                hereby or otherwise agreed to be taken in respect of any
                Obligor's obligations under any Finance Document;

        25.5.6  any failure to realise or fully to realise the value of, or any
                release, discharge, exchange or substitution of, any security
                taken in respect of any Obligor's obligations under any Finance
                Document; or

        25.5.7  any other act, event or omission which, but for this Clause 25.5
                (Obligations not Discharged) might operate to discharge, impair
                or otherwise affect any of the obligations of each Guarantor
                contained in any Finance Document or any of the rights, powers
                or remedies conferred upon any of the Finance Parties by any
                Finance Document or by law.



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25.6    SETTLEMENT CONDITIONAL

        Any settlement or discharge between an Obligor and any of the Finance
        Parties shall be conditional upon no security or payment to any Finance
        Party by an Obligor or any other person on behalf of an Obligor being
        avoided or reduced by virtue of any laws relating to bankruptcy,
        insolvency, liquidation or similar laws of general application and, if
        any such security or payment is so avoided or reduced, each Finance
        Party shall be entitled to recover the value or amount of such security
        or payment from such Obligor subsequently as if such settlement or
        discharge had not occurred.

25.7    EXERCISE OF RIGHTS

        No Finance Party shall be obliged before exercising any of the rights,
        powers or remedies conferred upon them in respect of any Guarantor by
        this Agreement or by law:

        25.7.1  to make any demand of any Obligor;

        25.7.2  to take any action or obtain judgment in any court against any
                Obligor;

        25.7.3  to make or file any claim or proof in any insolvency proceedings
                of any Obligor; or

        25.7.4  to enforce or seek to enforce any other security taken in
                respect of any of the obligations of any Obligor under any
                Finance Document.

25.8    DEFERRAL OF GUARANTOR'S RIGHTS

        Each of the Guarantors agrees that, so long as any amounts are or may be
        owed by an Obligor under any Finance Document or an Obligor is under any
        actual or contingent obligations under any Finance Document, it shall
        not exercise any rights which it may at any time have by reason of
        performance by it of its obligations under any Finance Document:

        25.8.1  to be indemnified by an Obligor; and/or

        25.8.2  to claim any contribution from any other guarantor of any
                Obligor's obligations under any Finance Document; and/or

        25.8.3  to take the benefit (in whole or in part and whether by way of
                subrogation or otherwise) of any rights of the Finance Parties
                under any Finance Document or of any other security taken
                pursuant to, or in connection with, any Finance Document by all
                or any of the Finance Parties.

25.9    SUSPENSE ACCOUNTS

        All moneys received, recovered or realised by a Bank by virtue of Clause
        25.1 (Parent Guarantee and Indemnity) or Clause 25.2 (Group Guarantee
        and Indemnity) may, in that Bank's discretion, in order to preserve the
        rights of the Bank to prove for the full amount of all its claim be
        credited to a suspense or impersonal account and may be held in such
        account for so long as such Bank thinks fit pending the application from
        time to time (as such Bank may think fit) of such moneys in or towards
        the payment



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        and discharge of any amounts owing by an Obligor to such Bank under any
        Finance Document.

25.10   AMENDMENTS BINDING

        Without prejudice to the other provisions of Clause 25 (Guarantee and
        Indemnity), each Guarantor hereby confirms that if the Parent and the
        Finance Parties or any of them enter into any agreement or other
        arrangement, including (without limitation) any amendment or supplement
        to or restatement of this Agreement or the Finance Documents or any of
        its or their provisions, howsoever fundamental, then the Parent's
        execution of any such agreement or other arrangement, whether or not
        expressly made or purportedly made on behalf of the Guarantors, shall
        bind each of the Guarantors and the guarantee contained in Clause 25
        (Guarantee and Indemnity) shall continue in full force and effect
        without the need to obtain any confirmation or acknowledgement from the
        Guarantors or any of them that their guarantee continues in full force
        and effect and applies to the Guarantor's liabilities under the Finance
        Documents as amended, supplemented or restated in accordance with the
        agreement of the Parent.

26.     COMMITMENT COMMISSION AND FEES

26.1    COMMITMENT COMMISSION ON THE REVOLVING FACILITY

        The Parent (on behalf of itself and the Borrowers) shall pay to the
        Agent for account of each Bank a commitment commission on the amount of
        such Bank's Available Revolving Commitment from day to day during the
        period beginning on the date hereof and ending on the Revolving
        Termination Date, such commitment commission to be calculated at the
        rate of 0.75 per cent. per annum and to be payable in arrear on the last
        day of each successive period of three months which ends during such
        period and on the Revolving Termination Date.

26.2    COMMITMENT COMMISSION ON THE TERM FACILITY

        The Parent (on behalf of itself and the Borrowers) shall pay to the
        Agent for account of each Bank a commitment commission on the amount of
        such Bank's Available Term Commitment from day to day from the date
        hereof until the end of the Term Availability Period, such commitment
        commission to be calculated at the rate of 0.75 per cent. per annum and
        to be payable on the last day of the Term Availability Period.

26.3    ARRANGEMENT FEE

        The Parent (on behalf of itself and the Original Borrower) shall pay to
        the Arranger the fees specified in the fee letter dated on or about the
        date hereof from the Arranger to the Parent at the times, and in the
        amounts, specified in such letter. The Parent acknowledges that it has
        received a copy of and consents to the terms of such letter.

26.4    AGENCY FEE

        The Parent (on behalf of itself and the Original Borrower) shall pay to
        the Agent for its own account the agency fees specified in the agency
        fee letter dated on or about the date hereof from the Agent to the
        Parent at the times, and in the amounts, specified in such letter. The
        Parent acknowledges that it has received a copy of and consents to the
        terms of such letter.



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26.5    UNDERWRITING FEE

        The Parent (on behalf of itself and the Original Borrower) shall pay to
        each Underwriter the fees specified in the fee letter dated on or about
        the date hereof from the Underwriter to the Parent at the times, and in
        the amounts, specified in such letter. The Parent acknowledges that it
        has received a copy of and consents to the terms of such letter.

27.     COSTS AND EXPENSES

27.1    TRANSACTION EXPENSES

        The Parent shall (on behalf of itself and the Borrower), from time to
        time on demand of the Agent, reimburse each of the Agent, the Security
        Agent and the Arranger and any of their affiliates (on a full indemnity
        basis whether or not any of the Facilities are drawn down or utilised)
        for all reasonable costs and expenses (including reasonable legal fees)
        together with any VAT thereon incurred by it in connection with:

        27.1.1  any due diligence carried out by it or on its behalf in
                connection with the Finance Documents and the transactions
                contemplated thereby;

        27.1.2  the negotiation, preparation, execution and perfection of the
                Finance Documents, any other document referred to in the Finance
                Documents and the completion of the transactions therein
                contemplated; and

        27.1.3  the syndication of the Facilities.

27.2    PRESERVATION AND ENFORCEMENT OF RIGHTS

        The Parent shall (on behalf of itself and the Borrower), from time to
        time on demand of the Agent or Security Agent, reimburse the Finance
        Parties for all costs and expenses (including legal fees) on a full
        indemnity basis together with any VAT thereon incurred in or in
        connection with the preservation and/or enforcement of any of the rights
        of the Finance Parties under the Finance Documents and any document
        referred to in the Finance Documents (including, without limitation, any
        costs and expenses relating to any investigation as to whether or not an
        Event of Default might have occurred or is likely to occur or any steps
        necessary or desirable in connection with any proposal for remedying or
        otherwise resolving an Event of Default or Potential Event of Default).

27.3    STAMP TAXES

        The Parent shall (on behalf of itself and the Borrower) pay all stamp,
        registration and other taxes to which the Finance Documents, any other
        document referred to in the Finance Documents (other than any Transfer
        Certificate) or any judgment given in connection therewith is or at any
        time may be subject and shall (on behalf of itself and the Borrowers),
        from time to time on demand of the Agent, indemnify the Finance Parties
        against any liabilities, costs, claims and expenses resulting from any
        failure to pay or any delay in paying any such tax.



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27.4    AMENDMENT COSTS

        If an Obligor requests any amendment, waiver or consent then the Parent
        shall (on behalf of such Obligor), within five Business Days of demand
        by the Agent, reimburse the Finance Parties for all costs and expenses
        reasonably incurred (including legal fees) together with any VAT thereon
        incurred by such person in responding to or complying with such request.

27.5    BANKS' LIABILITIES FOR COSTS

        If the Parent fails to perform any of its obligations under this Clause
        27 (Costs and Expenses), each Bank shall, in its Proportion, indemnify
        each of the Agent, the Security Agent and the Arranger against any loss
        incurred by any of them (or their affiliates, in the case of costs and
        expenses referred to in Clause 27.1 (Transaction Expenses)) as a result
        of such failure.

28.     DEFAULT INTEREST AND BREAK COSTS

28.1    DEFAULT INTEREST PERIODS

        If any sum due and payable by an Obligor hereunder is not paid on the
        due date therefor in accordance with Clause 31 (Payments) or if any sum
        due and payable by an Obligor under any judgment of any court in
        connection herewith is not paid on the date of such judgment, the period
        beginning on such due date or, as the case may be, the date of such
        judgment and ending on the date upon which the obligation of such
        Obligor to pay such sum is discharged shall be divided into successive
        periods, each of which (other than the first) shall start on the last
        day of the preceding such period and the duration of each of which shall
        (except as otherwise provided in this Clause 28 (Default Interest and
        Break Costs)) be selected by the Agent.

28.2    DEFAULT INTEREST

        An Unpaid Sum shall bear interest during each Interest Period in respect
        thereof at the rate per annum which is two per cent. per annum above the
        percentage rate which would apply to an Advance in the amount and
        currency of such Unpaid Sum and for the same Interest Period, PROVIDED
        THAT if such Unpaid Sum relates to an Advance which became due and
        payable on a day other than the last day of an Interest Period or Term
        relating thereto:

        28.2.1  the first Interest Period applicable to such Unpaid Sum shall be
                of a duration equal to the unexpired portion of the current
                Interest Period or Term relating to that Advance; and

        28.2.2  the percentage rate of interest applicable thereto from time to
                time during such period shall be that which exceeds by one per
                cent. the rate which would have been applicable to it had it not
                so fallen due, save that the Margin shall be, or be deemed to
                be, the highest rate specified in the definition thereof.

                Where an Unpaid Sum does not relate to an Advance, interest
                shall be calculated by reference to the Applicable B Margin.



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28.3    PAYMENT OF DEFAULT INTEREST

        Any interest which shall have accrued under Clause 28.2 (Default
        Interest) in respect of an Unpaid Sum shall be due and payable and shall
        be paid by the Obligor owing such Unpaid Sum on the last day of each
        Interest Period in respect thereof or on such other dates as the Agent
        may specify by notice to such Obligor.

28.4    BREAK COSTS

        If any Bank or the Agent on its behalf receives or recovers all or any
        part of an Advance or Unpaid Sum otherwise than on the last day of an
        Interest Period or Term relating thereto, the Agent shall calculate (a)
        the additional interest which would have been payable on the amount so
        received or recovered had it been received or recovered on the last day
        of that Interest Period or Term and (b) the amount of interest which in
        the opinion of the Agent (acting reasonably) would have been payable to
        the Agent on the last day of that Interest Period or Term in respect of
        a deposit in the currency of the amount so received or recovered equal
        to the amount so received or recovered placed by it with a prime bank in
        London for a period starting on the third Business Day following the
        date of such receipt or recovery and ending on the last day of that
        Interest Period or Term. If (a) exceeds (b), then the Parent shall pay
        to the Agent on demand for account of such Bank an amount equal to such
        excess.

29.     PARENT'S INDEMNITIES

29.1    PARENT'S INDEMNITY

        The Parent undertakes to indemnify:

        29.1.1  each Finance Party against any cost, claim, loss, expense
                (including legal fees) or liability together with any VAT
                thereon, whether or not reasonably foreseeable, which it may
                sustain or incur as a consequence of the occurrence of any Event
                of Default or any default by any Obligor in the performance of
                any of the obligations expressed to be assumed by it in any
                Finance Document save to the extent that such cost, claim, loss,
                expense or liability has arisen as a result of the negligence or
                wilful default or wilful breach of obligation of such Finance
                Party;

        29.1.2  the Agent against any cost or loss it may suffer or incur as a
                result of its entering into, or performing, any foreign exchange
                contract for the purposes of Clause 31 (Payments);

        29.1.3  each Bank against any cost or loss it may suffer under Clause
                27.5 (Banks' Liabilities for Costs) or Clause 34.5
                (Indemnification) save to the extent that such cost or loss has
                arisen as a result of the negligence or wilful default or wilful
                breach of obligation of such Bank;

        29.1.4  each Bank against any cost or loss it may suffer or incur as a
                result of its funding or making arrangements to fund its portion
                of an Advance requested by any Borrower but not made by reason
                of the operation of any one or more of the provisions hereof;



                                      -96-
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        29.1.5  each Finance Party and in each case each of their affiliates and
                each of their respective officers, directors, employees, agents,
                advisors and representatives (each, an "INDEMNIFIED PARTY") from
                and against any and all claims, damages, losses, liabilities,
                costs and expenses (including, without limitation, fees and
                disbursements of legal counsel), joint or several, that may be
                reasonably incurred by or asserted or awarded against any
                Indemnified Party, in each case arising out of or in connection
                with or relating to any official investigation, litigation or
                proceeding or the preparation of any defence with respect
                thereto, arising out of or in connection with or relating to the
                Finance Documents or the transactions contemplated hereby or
                thereby or any use made or proposed to be made with the proceeds
                of the Facilities, whether or not such official investigation,
                litigation or proceeding is brought by a member of the Group,
                any shareholder or creditors of any member of the Group, an
                Indemnified Party or any other person, except to the extent that
                such claim, damage, loss, liability, cost or expense is found in
                a final, non-appealable judgment by a court of competent
                jurisdiction to have resulted from such Indemnified Party's
                negligence or wilful misconduct or wilful breach of obligation;
                and

        29.1.6  each Bank against any cost or loss it may suffer or any
                reduction in its return on capital that it would have been able
                to obtain but for entering into or performing its obligations
                under this Agreement as a result of any minimum reserve
                requirements imposed on it by the European Central Bank in
                relation to an Advance or any funding of an Advance.

29.2    CURRENCY INDEMNITY

        If any sum (a "SUM") due from an Obligor under the Finance Documents or
        any order, judgment, award or decision given or made in relation thereto
        has to be converted from the currency (the "FIRST CURRENCY") in which
        such Sum is payable into another currency (the "SECOND CURRENCY") for
        the purpose of:

        29.2.1  making or filing a claim or proof against such Obligor;

        29.2.2  obtaining an order, judgment, award or decision in any court,
                arbitral proceedings or other tribunal; or

        29.2.3  enforcing any order, judgment, award or decision given or made
                in relation thereto,

        the Parent shall indemnify each person to whom such Sum is due from and
        against any loss suffered or incurred as a result of any discrepancy
        between (a) the rate of exchange used for such purpose to convert such
        Sum from the First Currency into the Second Currency and (b) the rate or
        rates of exchange available to such person at the time of receipt of
        such Sum.



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29.3    PARENT'S INDEMNITY FROM BORROWERS

        If the Parent is required to make any payment under Clause 29.1
        (Parent's Indemnity), then each Borrower agrees to indemnify the Parent
        on demand in respect of any such payment.

30.     CURRENCY OF ACCOUNT AND PAYMENT

30.1    CURRENCY OF ACCOUNT

        Sterling is the currency of account and payment for each and every sum
        at any time due from an Obligor hereunder, PROVIDED THAT:

        30.1.1  each payment in respect of costs and expenses shall be made in
                the currency in which the same were incurred; and

        30.1.2  each payment pursuant to Clause 14.2 (Tax Indemnity) or Clause
                16.1 (Increased Costs) shall be made in the currency specified
                by the party claiming thereunder.

31.     PAYMENTS

31.1    PAYMENTS TO THE AGENT

        On each date on which this Agreement requires an amount to be paid by an
        Obligor or a Bank, such Obligor or, as the case may be, such Bank shall
        make the same available to the Agent for value on the due date at such
        time and in such funds and to such account with such bank as the Agent
        shall specify from time to time.

31.2    PAYMENTS BY THE AGENT

        Save as otherwise provided herein, each payment received by the Agent
        for the account of another person pursuant to Clause 31.1 (Payments to
        the Agent) shall:

        31.2.1  in the case of a payment received for the account of a Borrower,
                be made available by the Agent to such Borrower by application:

                (a)     first, in or towards payment (on the date, and in the
                        currency and funds, of receipt) of any amount then due
                        from such Borrower hereunder to the person from whom the
                        amount was so received or in or towards the purchase of
                        any amount of any currency to be so applied; and

                (b)     secondly, in or towards payment (on the date, and in the
                        currency and funds, of receipt) to such account with
                        such bank in the principal financial centre of the
                        country of the currency of such payment as such Borrower
                        (or the Parent) shall have previously notified to the
                        Agent for this purpose; and

        31.2.2  in the case of any other payment, be made available by the Agent
                to the person for whose account such payment was received (in
                the case of a Bank, for the account of the relevant Facility
                Office) for value as soon as reasonably practicable after
                receipt by the Agent by transfer to such account of such person
                with such bank in the principal financial centre of the country
                of the



                                      -98-
<PAGE>

                currency of such payment as such person shall have previously
                notified to the Agent.

31.3    NO SET-OFF

        All payments required to be made by an Obligor under any Finance
        Document shall be calculated without reference to any set-off or
        counterclaim and shall be made free and clear of and without any
        deduction for or on account of any set-off or counterclaim.

31.4    CLAWBACK

        Where a sum is to be paid under a Finance Document to the Agent for
        account of another person, the Agent shall not be obliged to make the
        same available to that other person or to enter into or perform any
        exchange contract in connection therewith until it has been able to
        establish to its satisfaction that it has actually received such sum,
        but if it does so and it proves to be the case that it had not actually
        received such sum, then the person to whom such sum or the proceeds of
        such exchange contract was so made available shall on request refund the
        same to the Agent together with an amount sufficient to indemnify the
        Agent against any cost or loss it may have suffered or incurred by
        reason of its having paid out such sum or the proceeds of such exchange
        contract prior to its having received such sum.

31.5    PARTIAL PAYMENTS

        If and whenever a payment is made by an Obligor hereunder and the Agent
        receives an amount less than the due amount of such payment the Agent
        may apply the amount received towards the obligations of the Obligors
        under this Agreement in the following order:

        31.5.1  FIRST, in or towards payment of any unpaid costs, fees and
                expenses of each of the Agent, the Security Agent and the
                Arranger;

        31.5.2  SECOND, in or towards payment pro rata of any accrued interest,
                commitment commission, payable to any Bank hereunder due but
                unpaid;

        31.5.3  THIRD, in or towards payment pro rata of any Outstandings due
                but unpaid; and

        31.5.4  FOURTH, in or towards payment pro rata of any other sum due but
                unpaid.

31.6    VARIATION OF PARTIAL PAYMENTS

        The order of partial payments set out in Clause 31.5 (Partial Payments)
        shall override any appropriation made by the Obligor to which the
        partial payment relates but the order set out in sub-clauses 31.5.2,
        31.5.3 and 31.5.4 of Clause 31.5 (Partial Payments) may be varied if
        agreed by all the Banks.

32.     SET-OFF

32.1    CONTRACTUAL SET-OFF

        Following an Event of Default which is continuing each Obligor
        authorises each Bank to apply any credit balance to which such Obligor
        is entitled on any account of such Obligor with such Bank in
        satisfaction of any sum due and payable from such Obligor



                                      -99-
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        to such Bank under any Finance Document but unpaid. For this purpose,
        each Bank is authorised to purchase with the moneys standing to the
        credit of any such account such other currencies as may be necessary to
        effect such application.

32.2    SET-OFF NOT MANDATORY

        No Bank shall be obliged to exercise any right given to it by Clause
        32.1 (Contractual Set-off).

33.     SHARING

33.1    PAYMENTS TO BANKS

        If a Bank (a "RECOVERING BANK") applies any receipt or recovery from an
        Obligor to a payment due under this Agreement and such amount is
        received or recovered other than in accordance with Clause 31
        (Payments), then such Recovering Bank shall:

        33.1.1  notify the Agent of such receipt or recovery;

        33.1.2  at the request of the Agent, promptly pay to the Agent an amount
                (the "SHARING PAYMENT") equal to such receipt or recovery less
                any amount which the Agent determines may be retained by such
                Recovering Bank as its share of any payment to be made in
                accordance with Clause 31.5 (Partial Payments).

33.2    REDISTRIBUTION OF PAYMENTS

        The Agent shall treat the Sharing Payment as if it had been paid by the
        relevant Obligor and distribute it between the Finance Parties (other
        than the Recovering Bank) in accordance with Clause 31.5 (Partial
        Payments).

33.3    RECOVERING BANK'S RIGHTS

        The Recovering Bank will be subrogated to the rights of the parties
        which have shared in a redistribution pursuant to Clause 33.2
        (Redistribution of Payments) in respect of the Sharing Payment (and the
        relevant Obligor shall be liable to the Recovering Bank in an amount
        equal to the Sharing Payment).

33.4    REPAYABLE RECOVERIES

        If any part of the Sharing Payment received or recovered by a Recovering
        Bank becomes repayable and is repaid by such Recovering Bank, then:

        33.4.1  each party which has received a share of such Sharing Payment
                pursuant to Clause 33.2 (Redistribution of Payments) shall, upon
                request of the Agent, pay to the Agent for account of such
                Recovering Bank an amount equal to its share of such Sharing
                Payment; and

        33.4.2  such Recovering Bank's rights of subrogation in respect of any
                reimbursement shall be cancelled and the relevant Obligor will
                be liable to the reimbursing party for the amount so reimbursed.



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33.5    EXCEPTION

        This Clause 33 (Sharing) shall not apply if the Recovering Bank would
        not, after making any payment pursuant hereto, have a valid and
        enforceable claim against the relevant Obligor.

33.6    RECOVERIES THROUGH LEGAL PROCEEDINGS

        If any Bank intends to commence any action in any court or arbitral
        proceedings it shall give prior notice to the Agent, the Security Agent
        and the other Banks. If any Bank shall commence any action in any court
        or arbitral proceedings to enforce its rights hereunder and, as a result
        thereof or in connection therewith, receives any amount, then such Bank
        shall not be required to share any portion of such amount with any Bank
        which has the legal right to, but does not, join in such action or
        commence and diligently prosecute a separate action to enforce its
        rights in another court or arbitral proceedings.

34.     THE AGENT, THE ARRANGER, THE UNDERWRITERS AND THE BANKS

34.1    APPOINTMENT OF THE AGENT

        Each of the Arranger and the Banks hereby appoints the Agent to act as
        its agent in connection with the Finance Documents and authorises the
        Agent to exercise such rights, powers, authorities and discretions as
        are specifically delegated to the Agent by the terms thereof together
        with all such rights, powers, authorities and discretions as are
        reasonably incidental thereto.

34.2    AGENT'S DISCRETIONS

        The Agent may:

        34.2.1  assume, unless it has, in its capacity as agent for the Banks,
                received notice to the contrary from any other party hereto,
                that (a) any representation made or deemed to be made by an
                Obligor in connection with any Finance Document is true, (b) no
                Event of Default or Potential Event of Default has occurred, (c)
                no Obligor is in breach of or default under its obligations
                under any Finance Document and (d) any right, power, authority
                or discretion vested herein upon an Instructing Group, the Banks
                or any other person or group of persons has not been exercised;

        34.2.2  assume that each Facility Office of each Bank is that notified
                to it by such Bank in writing prior to the date hereof (or, in
                the case of a Transferee, at the end of the Transfer Certificate
                to which it is a party as Transferee) until it has received from
                such Bank a notice designating some other office of such Bank to
                replace such Facility Office and act upon any such notice until
                the same is superseded by a further such notice;

        34.2.3  engage and pay for the advice or services of any lawyers,
                accountants, surveyors or other experts whose advice or services
                may to it seem necessary, expedient or desirable and rely upon
                any advice so obtained;



                                     -101-
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        34.2.4  rely as to any matters of fact which might reasonably be
                expected to be within the knowledge of an Obligor upon a
                certificate signed by or on behalf of such Obligor;

        34.2.5  rely upon any communication or document believed by it to be
                genuine;

        34.2.6  refrain from exercising any right, power or discretion vested in
                it as agent under any Finance Document unless and until
                instructed by an Instructing Group as to whether or not such
                right, power or discretion is to be exercised and, if it is to
                be exercised, as to the manner in which it should be exercised;

        34.2.7  refrain from acting in accordance with any instructions of an
                Instructing Group to begin any legal action or proceeding
                arising out of or in connection with any Finance Document until
                it shall have received such security as it may require (whether
                by way of payment in advance or otherwise) for all costs,
                claims, losses, expenses (including legal fees) and liabilities
                together with any VAT thereon which it will or may expend or
                incur in complying with such instructions; and

        34.2.8  assume (unless it has specific notice to the contrary) that any
                notice or request made by the Parent is made on behalf of all
                the Obligors.

34.3    AGENT'S OBLIGATIONS

        The Agent shall:

        34.3.1  promptly inform each Bank of the contents of any notice or
                document received by it in its capacity as Agent from an Obligor
                under any Finance Document;

        34.3.2  promptly notify each Bank of the occurrence of any Event of
                Default or any default by an Obligor in the due performance of
                or compliance with its obligations under any Finance Document of
                which the Agent has notice from any other party hereto;

        34.3.3  save as otherwise provided herein, act as agent under any
                Finance Document in accordance with any instructions given to it
                by an Instructing Group, which instructions shall be binding on
                the Arranger and the Banks; and

        34.3.4  if so instructed by an Instructing Group, refrain from
                exercising any right, power or discretion vested in it as agent
                under any Finance Document.

        The Agent's duties under the Finance Documents are solely mechanical and
        administrative in nature.

34.4    EXCLUDED OBLIGATIONS

        Notwithstanding anything to the contrary expressed or implied herein,
        neither the Agent, any Underwriter nor the Arranger shall:

        34.4.1  be bound to enquire as to (a) whether or not any representation
                made or deemed to be made by an Obligor in connection with any
                Finance Document



                                     -102-
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                is true, (b) the occurrence or otherwise of any Event of Default
                or Potential Event of Default, (c) the performance by an Obligor
                of its obligations under any Finance Document or (d) any breach
                of or default by an Obligor of or under its obligations under
                any Finance Document;

        34.4.2  be bound to account to any Bank for any sum or the profit
                element of any sum received by it for its own account;

        34.4.3  be bound to disclose to any other person any information
                relating to any member of the Group if (a) such person, on
                providing such information, expressly stated to the Agent or, as
                the case may be, the Arranger, that such information was
                confidential or (b) such disclosure would or might in its
                opinion constitute a breach of any law or be otherwise
                actionable at the suit of any person;

        34.4.4  be under any obligations other than those for which express
                provision is made in any Finance Document; or

        34.4.5  be or be deemed to be a fiduciary for any other party to any
                Finance Document.

34.5    INDEMNIFICATION

        Each Bank shall, in its Proportion, from time to time on demand by the
        Agent, indemnify the Agent against any and all costs, claims, losses,
        expenses (including legal fees) and liabilities together with any VAT
        thereon which the Agent may incur, otherwise than by reason of its own
        gross negligence or wilful misconduct, in acting in its capacity as
        agent under any Finance Document (other than any which have been
        reimbursed by the Parent pursuant to Clause 29.1 (Parent's Indemnity)).

34.6    EXCLUSION OF LIABILITIES

        Except in the case of negligence or wilful default, none of the Agent,
        the Underwriters and the Arranger accepts any responsibility:

        34.6.1  for the adequacy, accuracy and/or completeness of the
                Information Memorandum or any other information supplied by the
                Agent or the Arranger, by an Obligor or by any other person in
                connection with any Finance Document or any other agreement,
                arrangement or document entered into, made or executed in
                anticipation of, pursuant to or in connection with any Finance
                Document;

        34.6.2  for the legality, validity, effectiveness, adequacy or
                enforceability of any Finance Document or any other agreement,
                arrangement or document entered into, made or executed in
                anticipation of, pursuant to or in connection with any Finance
                Document; or

        34.6.3  for the exercise of, or the failure to exercise, any judgement,
                discretion or power given to any of them by or in connection
                with any Finance Document or any other agreement, arrangement or
                document entered into, made or



                                     -103-
<PAGE>

                executed in anticipation of, pursuant to or in connection with
                any Finance Document.

        Accordingly, none of the Agent, the Underwriters and the Arranger shall
        be under any liability (whether in negligence or otherwise) in respect
        of such matters, save in the case of negligence or wilful misconduct.

34.7    NO ACTIONS

        Each of the Banks agree that it will not assert or seek to assert
        against any director, officer or employee of the Agent, the Underwriters
        or the Arranger any claim it might have against any of them in respect
        of the matters referred to in Clause 34.6 (Exclusion of Liabilities).

34.8    BUSINESS WITH THE GROUP

        The Agent and the Arranger may accept deposits from, lend money to and
        generally engage in any kind of banking or other business with any
        member of the Group.

34.9    RESIGNATION

        The Agent, the Underwriters may resign its appointment hereunder at any
        time without assigning any reason therefor by giving not less than
        thirty days' prior notice to that effect to each of the other parties
        hereto, provided that no such resignation shall be effective until a
        successor for the Agent is appointed in accordance with the succeeding
        provisions of this Clause 34 (The Agent, the Arrangers, the Underwriters
        and the Banks).

34.10   SUCCESSOR AGENT

        If the Agent gives notice of its resignation pursuant to Clause 34.9
        (Resignation), then any reputable and experienced bank or other
        financial institution in the United Kingdom may be appointed as a
        successor to the Agent by an Instructing Group (who shall consult with
        the Parent) during the period of such notice but, if no such successor
        is so appointed, the Agent may appoint such a successor itself.

34.11   RIGHTS AND OBLIGATIONS

        If a successor to the Agent is appointed under the provisions of Clause
        34.10 (Successor Agent), then:

        34.11.1 the retiring Agent shall be discharged from any further
                obligation under any Finance Document but shall remain entitled
                to the benefit of the provisions of this Clause 34 (The Agent,
                the Arranger, the Underwriters and the Banks); and

        34.11.2 its successor and each of the other parties to any Finance
                Document shall have the same rights and obligations amongst
                themselves as they would have had if such successor had been a
                party to the Finance Documents.

34.12   OWN RESPONSIBILITY

        It is understood and agreed by each Bank that at all times it has itself
        been, and will continue to be, solely responsible for making its own
        independent appraisal of and



                                     -104-
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        investigation into all risks arising under or in connection with the
        Finance Documents including, but not limited to:

        34.12.1 the financial condition, creditworthiness, condition, affairs,
                status and nature of each member of the Group;

        34.12.2 the legality, validity, effectiveness, adequacy and
                enforceability of any Finance Documents and any other agreement,
                arrangement or document entered into, made or executed in
                anticipation of, pursuant to or in connection with any Finance
                Document;

        34.12.3 whether such Bank has recourse, and the nature and extent of
                that recourse, against an Obligor or any other person or any of
                their respective assets under or in connection with any Finance
                Document, the transactions therein contemplated or any other
                agreement, arrangement or document entered into, made or
                executed in anticipation of, pursuant to or in connection with
                any Finance Document; and

        34.12.4 the adequacy, accuracy and/or completeness of the Information
                Memorandum and any other information provided by the Agent, an
                Underwriter or the Arranger, an Obligor, or by any other person
                in connection with any Finance Document, the transactions
                contemplated therein or any other agreement, arrangement or
                document entered into, made or executed in anticipation of,
                pursuant to or in connection with any Finance Document.

        Accordingly, each Bank acknowledges to the Agent, the Underwriters and
        the Arranger that it has not relied on and will not hereafter rely on
        the Agent, the Underwriters and the Arranger or any of them in respect
        of any of these matters.

34.13   AGENCY DIVISION SEPARATE

        In acting as agent under the Finance Documents for the Banks, the Agent
        shall be regarded as acting through its agency division which shall be
        treated as a separate entity from any other of its divisions or
        departments and, notwithstanding the foregoing provisions of this Clause
        34 (The Agent, the Arranger, the Underwriters and the Banks), any
        information received by some other division or department of the Agent
        may be treated as confidential and shall not be regarded as having been
        given to the Agent's agency division.

34.14   RELIANCE AND ENGAGEMENT LETTERS

        Each Finance Party confirms each of the Arranger and the Agent has
        authority to accept on its behalf the terms of any Reliance Letter or
        engagement letters relating to the Reports or any reports or letters
        provided by accountants in connection with the Finance Documents or the
        transactions contemplated therein (including any net asset letter in
        connection with financial assistance procedures) and to bind it in
        respect of such Reports, reports or letters and to sign such letters on
        its behalf and further confirms that it accepts the terms and
        qualifications set out in such letters.



                                     -105-
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35.     ASSIGNMENTS AND TRANSFERS

35.1    BINDING AGREEMENT

        This Agreement shall be binding upon and enure to the benefit of each
        party hereto and its or any subsequent successors and Transferees.

35.2    NO ASSIGNMENTS AND TRANSFERS BY THE OBLIGORS

        No Obligor shall be entitled to assign or transfer all or any of its
        rights, benefits and obligations under the Finance Documents.

35.3    ASSIGNMENTS AND TRANSFERS BY BANKS

        Any Bank may, at any time, assign all or any of its rights and benefits
        under the Finance Documents or transfer in accordance with Clause 35.5
        (Transfers by Banks) all or any of its rights, benefits and obligations
        under the Finance Documents to a bank or financial institution, PROVIDED
        THAT no such assignment or transfer may be made without prior
        consultation with the Parent, except in the case of any such assignment
        or transfer:

        35.3.1  to any subsidiary or holding company, or to any subsidiary of
                any holding company, of such Bank; or

        35.3.2  to any other Bank or any subsidiary or holding company, or to
                any subsidiary of any holding company, of any other Bank; or

        35.3.3  when an Event of Default has occurred which is continuing.

35.4    ASSIGNMENTS BY BANKS

        If any Bank assigns all or any of its rights and benefits under the
        Finance Documents in accordance with Clause 35.3 (Assignments and
        Transfers by Banks), then, unless and until the assignee has delivered a
        notice to the Agent confirming in favour of the Agent, the Arranger, the
        Security Agent, the other Banks that it shall be under the same
        obligations towards each of them as it would have been under if it had
        been an original party to the Finance Documents as a Bank (whereupon
        such assignee shall become a party to the Finance Documents as a
        "Bank"), the Agent, the Arranger, the Security Agent, the other Banks
        shall not be obliged to recognise such assignee as having the rights
        against each of them which it would have had if it had been such a party
        to the Finance Documents.

35.5    TRANSFERS BY BANKS

        If any Bank wishes to transfer all or any of its rights, benefits and/or
        obligations under the Finance Documents as contemplated in Clause 35.3
        (Assignments and Transfers by Banks), then such transfer may be effected
        by the delivery to the Agent of a duly completed Transfer Certificate
        executed by such Bank and the relevant Transferee in which event, on the
        later of the Transfer Date specified in such Transfer Certificate and
        the fifth Business Day after (or such earlier Business Day endorsed by
        the Agent on such Transfer Certificate falling on or after) the date of
        delivery of such Transfer Certificate to the Agent:



                                     -106-
<PAGE>

        35.5.1  to the extent that in such Transfer Certificate the Bank party
                thereto seeks to transfer its rights, benefits and obligations
                under the Finance Documents, each of the Obligors and such Bank
                shall be released from further obligations towards one another
                under the Finance Documents and their respective rights against
                one another shall be cancelled (such rights and obligations
                being referred to in this Clause 35.5 (Transfers by Banks) as
                "DISCHARGED RIGHTS AND OBLIGATIONS");

        35.5.2  each of the Obligors and the Transferee party thereto shall
                assume obligations towards one another and/or acquire rights
                against one another which differ from such discharged rights and
                obligations only insofar as each such Obligor and such
                Transferee have assumed and/or acquired the same in place of
                each such Obligor and such Bank;

        35.5.3  the Agent, the Security Agent, the Underwriters, the Arranger,
                such Transferee, the other Banks shall acquire the same rights
                and benefits and assume the same obligations between themselves
                as they would have acquired and assumed had such Transferee been
                an original party to the Finance Documents as a Bank with the
                rights, benefits and/or obligations acquired or assumed by it as
                a result of such transfer and to that extent the Agent, the
                Security Agent, the Underwriters, the Arranger and the relevant
                Bank shall each be released from further obligations to each
                other under the Finance Documents; and

        35.5.4  such Transferee shall become a party hereto as a "Bank".

35.6    ASSIGNMENT AND TRANSFER FEES

        On the date upon which an assignment takes effect pursuant to Clause
        35.4 (Assignments by Banks) or a transfer takes effect pursuant to
        Clause 35.5 (Transfers by Banks) the relevant assignee or Transferee
        shall pay to the Agent for its own account a fee of (pounds
        sterling)1,000.

35.7    DISCLOSURE OF INFORMATION

        Any Bank may disclose to any person:

        35.7.1  to (or through) whom such Bank assigns or transfers (or may
                potentially assign or transfer) all or any of its rights,
                benefits and obligations under any Finance Document;

        35.7.2  with (or through) whom such Bank enters into (or may potentially
                enter into) any sub-participation in relation to, or any other
                transaction under which payments are to be made by reference to,
                any Finance Document or any Obligor; or

        35.7.3  to whom information may be required to be disclosed by any
                applicable law or any regulatory authority,



                                     -107-
<PAGE>

        such information about any Obligor or the Group and any Finance Document
        as such Bank shall consider appropriate PROVIDED THAT, in relation to a
        disclosure under sub-clauses 35.7.1 and 35.7.2, the person to whom such
        information is to be given has entered into a Confidentiality
        Undertaking.

35.8    LIMITATION OF SPECIFIED INDEMNITIES

        If, at any time, any Bank assigns or transfers any of its rights,
        benefits and obligations hereunder or transfers a Facility Office and by
        reasons of circumstances either in effect at the time of such assignment
        or transfer or which at such time are known to become effective at a
        later date there would, but for this Clause 35.8 (Limitation of
        Specified Indemnities), arise an obligation on the part of an Obligor
        under Clause 14 (Taxes) or Clause 16.1 (Increased Costs) to pay to such
        assignee or Transferee any amount in excess of the amount it would have
        then been obliged to pay but for such assignment or transfer, then such
        Obligor shall not be obliged to pay the amount of such excess PROVIDED
        THAT this Clause 35.8 (Limitation of Specified Indemnities) shall not
        apply to any assignment or transfer made pursuant to Clause 18
        (Mitigation) or to any assignment or transfer made in each case with the
        Parent's prior consent or to any assignment or transfer following an
        Event of Default which is continuing.

35.9    TRANSFERS OF PART

        Any transfer pursuant to Clause 35.5 (Transfers by Banks) of part (but
        not the whole) of a Bank's Commitment shall be in a minimum amount of
        (pounds sterling)5,000,000 and shall be such that the amount of the
        transferring Bank's Commitment shall not be reduced to less than
        (pounds sterling)5,000,000.

35.10   INTERCREDITOR ARRANGEMENTS AND SECURITY

        35.10.1 Each assignee or Transferee from a Bank shall enter into a deed
                of accession in the form set out in the Intercreditor
                Arrangements.

        35.10.2 Both the transferor or assignor Bank and the relevant Transferee
                or assignee shall take all steps necessary to ensure the
                transfer of the benefit of any security relating to the transfer
                or assignment and shall share (in a proportion to be agreed) any
                costs attributable to the transfer of such security.

36.     ADDITIONAL BORROWERS

36.1    REQUEST FOR ADDITIONAL BORROWER

        The Parent may request that any of its wholly-owned subsidiaries become
        an Additional Borrower by delivering to the Agent a Borrower Accession
        Memorandum and (to the extent legally possible) a Guarantor Accession
        Memorandum duly executed by the Parent and such subsidiary, together
        with the documents and other evidence listed in Schedule 8 (Additional
        Conditions Precedent) in relation to such subsidiary. Such Additional
        Borrower will provide to the extent legally possible the Security
        reasonably requested by the Agent which Security shall be given in
        accordance with Clause 23.10 (Security).



                                     -108-
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36.2    BORROWER CONDITIONS PRECEDENT

        A company, in respect of which the Parent has delivered a Borrower
        Accession Memorandum to the Agent, shall become an Additional Borrower
        and assume all the rights, benefits and obligations of a Borrower as if
        it had been an Original Borrower on the date on which the Agent notifies
        the Parent that:

        36.2.1  an Instructing Group accepts the Parent's request in respect of
                such subsidiary and confirms that such subsidiary is suitable
                from a withholding tax position; and

        36.2.2  the Agent has received, in form and substance satisfactory to
                it, all documents and other evidence listed in Schedule 8
                (Additional Conditions Precedent) in relation to such
                subsidiary,

        unless on such date an Event of Default or Potential Event of Default is
        continuing or would occur as a result of such subsidiary becoming an
        Additional Borrower.

36.3    RESIGNATION OF A BORROWER

        If at any time a Borrower (other than the Parent) is under no actual or
        contingent obligation under or pursuant to any Finance Document and such
        resignation would not affect the legality, validity or enforceability of
        any security contemplated by the Security Documents in respect of such
        Borrower or its assets, the Parent may request that such Borrower shall
        cease to be a Borrower by delivering to the Agent a Resignation Notice.
        Such Resignation Notice shall be accepted by the Agent on the date on
        which it notifies the Parent that it is satisfied that such Borrower is
        under no actual or contingent obligation under or pursuant to any
        Finance Document and such Borrower shall immediately cease to be a
        Borrower and shall have no further rights, benefits or obligations
        hereunder save for those which arose prior to such date.

37.     ADDITIONAL GUARANTORS

37.1    OBLIGATION FOR ADDITIONAL GUARANTOR

        The Parent shall ensure that any of its subsidiaries (except Dormant
        Subsidiaries) to the extent legally possible become an Additional
        Guarantor by delivering to the Agent a Guarantor Accession Memorandum
        duly executed by the Parent and such subsidiary, together with the
        documents and other evidence listed in Schedule 8 (Additional Conditions
        Precedent) in relation to such subsidiary promptly following the
        acquisition or creation of such subsidiary by any member of the Group.
        Such Guarantor will provide to the extent legally possible the Security
        reasonably requested by the Agent which Security shall be given in
        accordance with Clause 23.10 (Security).

37.2    GUARANTOR CONDITIONS PRECEDENT

        A company, in respect of which the Parent has delivered a Guarantor
        Accession Memorandum to the Agent, shall became an Additional Guarantor
        and assume all the rights, benefits and obligations of a Guarantor which
        is not a Guarantor referred to in Clause 25.1 (Parent Guarantee and
        Indemnity) or 25.2 (Group Guarantee and Indemnity) as if it had been an
        original party hereto as a Guarantor but with the exceptions (if any)
        stipulated in the Guarantor Accession Memorandum on the date on



                                     -109-
<PAGE>

        which the Agent receives, in form and substance satisfactory to it, all
        the documents and other evidence listed in Schedule 8 (Additional
        Conditions Precedent). The Agent shall notify the Parent when requested
        to do so whether it has received all such documents in form and
        substance satisfactory to it.

38.     CALCULATIONS AND EVIDENCE OF DEBT

38.1    BASIS OF ACCRUAL

        Interest and commitment commission shall accrue from day to day and
        shall be calculated on the basis of a year of 365 days and the actual
        number of days elapsed.

38.2    QUOTATIONS

        If on any occasion a Reference Bank or Bank fails to supply the Agent
        with a quotation required of it under the foregoing provisions of this
        Agreement, the rate for which such quotation was required shall be
        determined from those quotations which are supplied to the Agent,
        provided that, in relation to determining LIBOR, this Clause 38.2
        (Quotations) shall not apply if only one Reference Bank supplies a
        quotation.

38.3    EVIDENCE OF DEBT

        Each Bank shall maintain in accordance with its usual practice accounts
        evidencing the amounts from time to time lent by and owing to it
        hereunder.

38.4    CONTROL ACCOUNTS

        The Agent shall maintain on its books a control account or accounts in
        which shall be recorded:

        38.4.1  the amount and the Sterling Amount of any Advance or any Unpaid
                Sum and each Bank's share therein;

        38.4.2  the amount of all principal, interest and other sums due or to
                become due from an Obligor and each Bank's share therein; and

        38.4.3  the amount of any sum received or recovered by the Agent
                hereunder and each Bank's share therein.

38.5    PRIMA FACIE EVIDENCE

        In any legal action or proceeding arising out of or in connection with
        this Agreement, the entries made in the accounts maintained pursuant to
        Clause 38.3 (Evidence of Debt) and Clause 38.4 (Control Accounts) shall,
        in the absence of manifest error, be prima facie evidence of the
        existence and amounts of the specified obligations of the Obligors.

38.6    CERTIFICATES OF BANKS

        A certificate of a Bank as to:

        38.6.1  the amount by which a sum payable to it hereunder is to be
                increased under Clause 14.1 (Tax Gross-up);



                                     -110-
<PAGE>

        38.6.2  the amount for the time being required to indemnify it against
                any such cost, payment or liability as is mentioned in Clause
                14.2 (Tax Indemnity) or Clause 16.1 (Increased Costs); or

        38.6.3  the amount of any credit, relief, remission or repayment as is
                mentioned in Clause 15.3 (Tax Credit Payment) or Clause 15.4
                (Tax Credit Clawback)

        shall, in the absence of manifest error, be prima facie evidence of the
        existence and amounts of the specified obligations of the Obligors.

38.7    AGENT'S CERTIFICATES

        A certificate of the Agent as to the amount at any time due from a
        Borrower or the Parent hereunder or the amount which, but for any of the
        obligations of such Borrower or the Parent hereunder being or becoming
        void, voidable, unenforceable or ineffective, at any time would have
        been due from such Borrower hereunder shall, in the absence of manifest
        error, be conclusive for the purposes of Clause 25 (Guarantee and
        Indemnity).

39.     REMEDIES AND WAIVERS, PARTIAL INVALIDITY

39.1    REMEDIES AND WAIVERS

        No failure to exercise, nor any delay in exercising, on the part of any
        party, any right or remedy under any Finance Document shall operate as a
        waiver thereof, nor shall any single or partial exercise of any right or
        remedy prevent any further or other exercise thereof or the exercise of
        any other right or remedy. The rights and remedies provided herein and
        in the Finance Documents are cumulative and not exclusive of any rights
        or remedies provided by law.

39.2    PARTIAL INVALIDITY

        If, at any time, any provision of the Finance Documents is or becomes
        illegal, invalid or unenforceable in any respect under the law of any
        jurisdiction, neither the legality, validity or enforceability of the
        remaining provisions thereof nor the legality, validity or
        enforceability of such provision under the law of any other jurisdiction
        shall in any way be affected or impaired thereby.

40.     NOTICES

40.1    COMMUNICATIONS IN WRITING

        Each communication to be made under the Finance Documents shall be made
        in writing and, unless otherwise stated, shall be made by fax or letter.

40.2    ADDRESSES

        Any communication or document to be made or delivered pursuant to the
        Finance Documents shall (unless the recipient of such communication or
        document has, by fifteen days' written notice to the Agent, specified
        another address or fax number) be made or delivered to the address or
        fax number:

        40.2.1  in the case of the Original Obligors, the Security Agent, the
                Arranger and the Agent, identified with its name below;



                                     -111-
<PAGE>

        40.2.2  in the case of each Bank, notified in writing to the Agent prior
                to the date hereof (or, in the case of a Transferee, at the end
                of the Transfer Certificate to which it is a party as
                Transferee); and

        40.2.3  in the case of each Additional Obligor, in the relevant
                Accession Memorandum

        PROVIDED THAT not more than one address may be specified by each party
        pursuant to this Clause 40.2 (Addresses) at any time. Any Bank with more
        than one Facility Office shall specify its main address and fax number
        for the purpose of notices.

40.3    DELIVERY

        Any communication or document to be made or delivered by one person to
        another pursuant to the Finance Documents shall:

        40.3.1  if by way of fax, be deemed to have been received when
                transmission has been completed (and, if such date is not a
                Business Day, shall be deemed to have been received on the next
                Business Day); and

        40.3.2  if by way of letter, deemed to have been delivered when left at
                that address or, as the case may be, ten days after being
                deposited in the post postage prepaid in an envelope addressed
                to it at that address,

        PROVIDED THAT any communication or document to be made or delivered to
        the Agent or Security Agent shall be effective only when received by its
        agency division or, as the case may be, trustee division and then only
        if the same is expressly marked for the attention of the department or
        officer identified with the Agent's or, as the case may be, Security
        Agent's signature below (or such other department or officer as the
        Agent or, as the case may be, the Security Agent shall from time to time
        specify for this purpose).

40.4    ENGLISH LANGUAGE

        Each communication and document made or delivered by one party to
        another pursuant to the Finance Documents shall be in the English
        language or accompanied by a translation thereof into English certified
        (by an officer of the person making or delivering the same) as being a
        true and accurate translation thereof.

40.5    NOTIFICATION OF CHANGES

        Promptly upon receipt of notification of a change of address or fax
        number pursuant to Clause 40.3 (Delivery) the Agent shall notify the
        other parties hereto of such change.

41.     COUNTERPARTS

        This Agreement may be executed in any number of counterparts, all of
        which taken together shall constitute one and the same instrument.



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42.     AMENDMENTS

42.1    AMENDMENTS

        Subject to Clause 42.2 (Amendments requiring the Consent of all the
        Banks) and Clause 42.3 (Exceptions) the Agent, if it has the prior
        consent of an Instructing Group, and the Obligors may from time to time
        agree in writing to amend the Finance Documents or to waive,
        prospectively or retrospectively, any of the requirements of the Finance
        Documents and any amendments or waivers so agreed shall be binding on
        all the Finance Parties, provided that:

        42.1.1  no such waiver or amendment shall subject any Finance Party
                hereto to any new or additional obligations without the consent
                of such Finance Party; and

        42.1.2  no such amendment or waiver shall result in any Bank which has a
                Revolving Commitment being required to participate in a
                Revolving Advance unless the consent of the Banks with Revolving
                Commitments exceeding sixty-six and two-thirds per cent. of the
                aggregate of the Revolving Commitments has been obtained.

42.2    AMENDMENTS REQUIRING THE CONSENT OF ALL THE BANKS

        An amendment or waiver which relates to:

        42.2.1  Clause 33 (Sharing) or this Clause 42 (Amendments);

        42.2.2  a decrease in the principal amount of any payment to a Bank
                under the Finance Documents, or a change in the currency of any
                Advance or deferral of any Term Repayment Date or Repayment Date
                or Final Maturity Date or Revolving Termination Date;

        42.2.3  a decrease in the Margin, the commitment commission, the amount
                or currency of any payment of interest, fees or any other amount
                payable hereunder to any Finance Party or deferral of the date
                for payment thereof;

        42.2.4  an increase in a Bank's Commitment;

        42.2.5  the conditions set out in sub-clause 6.1.8 of Clause 6.1
                (Utilisation Conditions for the Revolving Facility) if an Event
                of Default or Potential Event of Default which relates to a
                Repeated Representation, Clause 22 (Financial Condition) or
                sub-clause 23.16 (Negative Pledge) is continuing;

        42.2.6  the definition of Event of Default, Instructing Group Permitted
                Acquisitions or Permitted Equity Funded Acquisitions;

        42.2.7  a change to any material provision of any Security Document;

        42.2.8  (save for Permitted Disposals) the discharge or release of any
                Security; or

        42.2.9  any provision which contemplates the need for the consent or
                approval of all the Banks,



                                     -113-
<PAGE>

        shall not be made without the prior consent of all the Banks.

42.3    EXCEPTIONS

        Notwithstanding any other provisions hereof, neither the Agent nor the
        Security Agent shall be obliged to agree to any such amendment or waiver
        if the same would:

        42.3.1  (in respect of the Agent or Security Agent) amend or waive this
                Clause 42 (Amendments), Clause 27 (Costs and Expenses) or Clause
                34 (The Agent, the Arranger, the Underwriters and the Banks); or

        42.3.2  otherwise amend or waive any of the Agent's or Security Agent's
                rights hereunder or subject the Agent or Security Agent or any
                Arranger to any additional obligations hereunder or under the
                other Finance Documents.

42.4    AMENDMENTS BY PARENT

        The Parent (acting on behalf of each of the Obligors) may agree any
        amendment to or modification of the provisions of any of the Finance
        Documents or any schedule thereto, or grant any waiver or consent in
        relation thereto.

42.5    AMENDMENT TO CORRECT MANIFEST ERROR

        The Agent may agree with the Parent (acting on behalf of each of the
        Obligors) any amendment to or the modification of the provisions of any
        of the Finance Documents or any schedule thereto, which is necessary to
        correct a manifest error.

43.     GOVERNING LAW

        This Agreement is governed by English law.

44.     JURISDICTION

44.1    ENGLISH COURTS

        The courts of England have exclusive jurisdiction to settle any dispute
        (a "DISPUTE") arising out of or in connection with the Finance Documents
        (including a dispute regarding the existence, validity or termination of
        this Agreement or the consequences of its nullity).

44.2    CONVENIENT FORUM

        The parties agree that the courts of England are the most appropriate
        and convenient courts to settle Disputes between them and, accordingly,
        that they will not argue to the contrary.

44.3    NON-EXCLUSIVE JURISDICTION

        This Clause 44 (Jurisdiction) is for the benefit of the Finance Parties
        only. As a result and notwithstanding Clause 44.1 (English Courts), it
        does not prevent any Finance Party from taking proceedings relating to a
        Dispute ("PROCEEDINGS") in any other courts with jurisdiction. To the
        extent allowed by law, the Finance Parties may take concurrent
        Proceedings in any number of jurisdictions.



                                     -114-
<PAGE>

44.4    SERVICE OF PROCESS

        Each Original Obligor agrees that the documents which start any
        Proceedings and any other documents required to be served in relation to
        those Proceedings may be served on it on the Parent at its registered
        office. If any Obligor ceases to have a place of business in Great
        Britain or, as the case may be, the appointment of the person mentioned
        in this Clause 44.4 (Service of Process) (or, as the case may be, the
        relevant Accession Memorandum) ceases to be effective, the relevant
        Obligor shall immediately appoint another person in England to accept
        service of process on its behalf in England. If an Obligor fails to do
        so (and such failure continues for a period of not less than fourteen
        days), the Agent shall be entitled to appoint such a person by notice to
        such Obligor. Nothing contained herein shall restrict the right to serve
        process in any other manner allowed by law. This Clause 44.4 (Service of
        Process) applies to Proceedings in England and to Proceedings elsewhere.

AS WITNESS the hands of the duly authorised representatives of the parties
hereto the date and year first above written.



                                     -115-
<PAGE>

                                                SIGNATURES

THE PARENT

TRANSWORLD HOLDINGS (UK) LIMITED

By:           WAYNE PALLADINO

Address:      BROADWALK HOUSE
              5 APPOLD STREET
              LONDON, EC2A 2HA


Fax:

Attention:



THE ORIGINAL BORROWER

TRANSWORLD HEALTHCARE (UK) LIMITED

By:           WAYNE PALLADINO

Address:      BALDERTON HALL
              SOUTH DRIVE
              BALDERTON
              NEWARK
              NOTTINGHAMSHIRE, NG24 3JR



Fax:

Attention:



                                     -116-
<PAGE>

THE ORIGINAL GUARANTORS

TRANSWORLD HOLDINGS (UK) LIMITED

By:           WAYNE PALLADINO

Address:      BROADWALK HOUSE
              5 APPOLD STREET
              LONDON, EC2A 2HA




Fax:

Attention:



TRANSWORLD HEALTHCARE (UK) LIMITED

By:           WAYNE PALLADINO

Address:      BALDERTON HALL
              SOUTH DRIVE
              BALDERTON
              NEWARK
              NOTTINGHAMSHIRE, NG24 3JR



Fax:

Attention:



OMNICARE LIMITED

By:           WAYNE PALLADINO

Address:      BALDERTON HALL
              SOUTH DRIVE
              BALDERTON
              NEWARK
              NOTTINGHAMSHIRE, NG24 3JR



Fax:

Attention:



                                     -117-
<PAGE>

ALLIED MEDICARE LIMITED

By:           WAYNE PALLADINO

Address:      MEDICARE HOUSE
              STONE BUSINESS PARK
              BROOKES ROAD
              STONE
              STAFFORDSHIRE, ST15 0TL



Fax:

Attention:



AMCARE LIMITED

By:           WAYNE PALLADINO

Address:      39B PALLION WAY
              PALLION TRADING ESTATE
              SUNDERLAND
              TYNE & WEAR, SR4 6SN



Fax:

Attention:



ALLIED OXYCARE LIMITED

By:           WAYNE PALLADINO

Address:      CHARLES HOUSE
              ENTERPRISE DRIVE
              FOUR ASHES
              WOLVERHAMPTON, WV10 7DF



Fax:

Attention:


                                     -118-
<PAGE>


NOVACARE (UK) LIMITED

By:           WAYNE PALLADINO

Address:      UNIT 10
              HORTON COURT
              HORTON SQUARE
              TELFORD
              SALOP, TF1 4GY



Fax:

Attention:



THE ARRANGER

PARIBAS

By:           PATRICK FOX

Address:      10 HAREWOOD AVENUE
              LONDON, NW1 6AA


Fax:          0171 595 5019

Attention:    PATRICK FOX



THE AGENT

BARCLAYS BANK PLC

By:           ANTHONY NASH

Address:      5 THE NORTH COLONNADE
              CANARY WHARF
              LONDON, E14 4PU



Fax:          0171 773 6454

Attention:    MALCOLM ORTON



                                     -119-
<PAGE>

THE SECURITY AGENT

BARCLAYS BANK PLC

By:           ANTHONY NASH

Address:      5 THE NORTH COLONNADE
              CANARY WHARF
              LONDON, E14 4PU



Fax:          0171 773 6454

Attention:    MALCOLM ORTON



THE UNDERWRITERS

BARCLAYS BANK PLC

By:           ANTHONY NASH

Address:      1ST FLOOR
              54 LOMBARD STREET
              LONDON, EC3P 3AH



Fax:          0171 699 2770

Attention:    A. NASH



PARIBAS

By:           PATRICK FOX

Address:      10 HAREWOOD AVENUE
              LONDON, NW1 6AA



Fax:          0171 595 5019

Attention:    PATRICK FOX





                                     -120-
<PAGE>

THE BANKS

BARCLAYS BANK PLC

By:           ANTHONY NASH

Address:      1ST FLOOR
              54 LOMBARD STREET
              LONDON, EC3P 3AH



Fax:          0171 699 2770

Attention:    A. NASH



PARIBAS

By:           PATRICK FOX

Address:      10 HAREWOOD AVENUE
              LONDON, NW1 6AA



Fax:          0171 595 5019

Attention:    PATRICK FOX



                                     -121-