<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
                                 AS UNDERWRITERS

                                     PARIBAS
                                    AS AGENT

                                BARCLAYS BANK PLC
                                AS SECURITY AGENT






                                       AND

                                     OTHERS




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

                               (Pounds)10,000,000
                           MEZZANINE CREDIT AGREEMENT

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



                                CLIFFORD CHANCE


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                                        CONTENTS
CLAUSE                                                                      PAGE


1.    Definitions And Interpretation..........................................1

2.    The Facility...........................................................24

3.    Utilisation............................................................25

4.    Interest Periods.......................................................26

5.    Payment And Calculation Of Interest....................................27

6.    Market Disruption And Alternative Interest Rates.......................28

7.    Notification...........................................................29

8.    Repayment..............................................................30

9.    Mandatory Prepayment...................................................30

10.   Cancellation And Voluntary Prepayment..................................32

11.   Taxes..................................................................33

12.   Tax Receipts...........................................................35

13.   Increased Costs........................................................37

14.   Illegality.............................................................38

15.   Mitigation.............................................................38

16.   Representations........................................................39

17.   Financial Information..................................................46

18.   Other Information......................................................50

19.   Financial Condition....................................................50

20.   Covenants..............................................................60

21.   Events Of Default......................................................68

22.   Guarantee And Indemnity................................................74

23.   Commitment Commission And Fees.........................................77

24.   Costs And Expenses.....................................................78

25.   Default Interest And Break Costs.......................................79

26.   Parent's Indemnities...................................................80

27.   Currency Of Account And Payment........................................82

28.   Payments...............................................................82

29.   Set-Off................................................................83

30.   Sharing................................................................84

31.   The Agent, The Arranger, The Underwriters And The Banks................85


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32.   Assignments And Transfers..............................................90

33.   Additional Borrowers...................................................92

34.   Additional Guarantors..................................................93

35.   Calculations And Evidence Of Debt......................................94

36.   Remedies And Waivers, Partial Invalidity...............................95

37.   Notices................................................................95

38.   Counterparts...........................................................96

39.   Amendments.............................................................97

40.   Governing Law..........................................................98

41.   Jurisdiction...........................................................98


Schedule 1 THE BANKS........................................................100


Schedule 2 FORM OF TRANSFER CERTIFICATE.....................................101


Schedule 3 CONDITIONS PRECEDENT.............................................104


Schedule 4 NOTICE OF DRAWDOWN...............................................109


Schedule 5 FORM OF COMPLIANCE CERTIFICATE...................................111


Schedule 6 FORM OF BORROWER ACCESSION MEMORANDUM............................112


Schedule 7 FORM OF GUARANTOR ACCESSION MEMORANDUM...........................114


Schedule 8 ADDITIONAL CONDITIONS PRECEDENT..................................116


Schedule 9 FORM OF RESIGNATION NOTICE.......................................118


Schedule 10 ASSOCIATED COSTS RATE...........................................119


Schedule 11 FORM OF CLOSING CERTIFICATE.....................................121


<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)    PARIBAS 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"); and

(7)    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 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 Facility, the Mezzanine
       Warrant Instrument and the Finance Documents.

       "ADDITIONAL BORROWER" means any company which has become an Additional
       Borrower in accordance with Clause 33 (Additional Borrowers).



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       "ADDITIONAL GUARANTOR" means any company which has become an Additional
       Guarantor in accordance with Clause 34 (Additional Guarantors).

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

       "ADVANCE" means, save as otherwise provided herein, the advance (as from
       time to time reduced by prepayment) made or to be made by the Banks
       hereunder.

       "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).

       "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 and save
       as otherwise provided herein, its Commitment at such time LESS the
       aggregate of its share of the Sterling Amount of the Advances which are
       then outstanding.

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

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

       "BANK" means any financial institution:

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



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       (b)     which has become a party hereto in accordance with the provisions
               of Clause 32.4 (Assignments by Banks) or 32.5 (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 33.3 (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 19.1 (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

       (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;



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       (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
       19.3 (Financial Definitions).

       "CASH FLOW" shall have the meaning given to such term in Clause 19.3
       (Financial Definitions).

       "CASH PAID MARGIN" means all amounts of interest accrued on the Advance
       which is paid in cash pursuant to Clause 5.3 (Cash Paid Interest).

       "CASH PAID MARGIN" means three point five per cent. (3.5%) per annum.

       "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

       (b)     the persons listed in Clause 16.20 (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.

       "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).



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       "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 41 (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)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 any earn out element payable to vendors in relation to
       acquisitions as permitted under the Senior Credit Agreement.

       "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.

       "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.



                                     - 5 -
<PAGE>

       "EVENT OF DEFAULT" means any circumstance described as such in Clause 21
       (Events of Default).

       "EXCESS CASH FLOW" has the meaning given to such term in Clause 19.3
       (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)50,000 (or its
       equivalent) and up to but not more than (pounds sterling)100,000 (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.

       "FACILITY" means the term loan facility granted to the Borrowers under
       Clause 2.1 (Grant of the Facility) of this Agreement.

       "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 the eighth anniversary of the date hereof.

       "FINANCE DOCUMENTS" means this Agreement, any Borrower Accession
       Memorandum or Guarantor Accession Memorandum, the fee letters referred to
       in Clauses 23.2 (Arrangement Fee), 23.3 (Agency Fee) and 23.4
       (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.



                                     - 6 -
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       "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 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



                                     - 7 -
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       (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 19.3
       (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.

       "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.

       "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).



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       "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 20.32 (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
               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.



                                     - 9 -
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       "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.

       "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 25.1 (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.



                                     - 10 -
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       "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 33.2 (Borrower
       Conditions Precedent) and Clause 34.2 (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

       (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



                                     - 11 -
<PAGE>


       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.

       "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 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

       (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



                                     - 12 -
<PAGE>

               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:

       (d)     in relation to an Advance:

               (i)   the amount specified as such in the Notice of Drawdown
                     relating thereto, as the same may be reduced pursuant to
                     Clause 3.3 (Reduction of Available Commitment);

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

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

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

       "PARTY" means a party to this Agreement.

       "PAYMENT BLOCKAGE EVENT" means:

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



                                     - 13 -
<PAGE>

       (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 21 (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 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.



                                     - 14 -
<PAGE>

       "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 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 INDEBTEDNESS" means:

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

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

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



                                     - 15 -
<PAGE>

       (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;

       (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 20.22 (Dividends,
               Distributions and Interest).

       "PERMITTED TREASURY TRANSACTIONS" means the Treasury Transactions entered
       into in accordance with Clause 20.32 (Hedging).



                                     - 16 -
<PAGE>

       "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.

       "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 the date falling eight (8) years after the date
       hereof.

       "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 16 (Representations); and



                                     - 17 -
<PAGE>

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

               (i)  Clause 16.1 (Status) to Clause 16.10 (No Immunity) other
                    than Clauses 16.3 (Execution and Power), 16.7 (Validity and
                    Admissibility in Evidence) and 16.4.2 (No Material
                    Proceedings); and

               (ii) Clause 16.14 (No Material Defaults) to Clause 16.32 (Year
                    2000 Compliance) other than Clauses 16.15 (Information),
                    16.16 (Information Memorandum), 16.23 (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.

       "ROLLED-UP MARGIN" means three point five per cent. (3.5%) per annum.

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

       "SENIOR CREDIT AGREEMENT" means the senior credit agreement dated of even
       date herewith and made between Transworld Healthcare UK, Limited as
       borrower and the banks and financial institutions named therein as Banks,
       setting out the terms and conditions on which the Senior Outstandings
       will be made available.

       "SENIOR FINANCE DOCUMENTS" means the Senior Credit Agreement, any
       guarantor accession memorandum under the Senior Credit Agreement, the
       Security Documents



                                     - 18 -
<PAGE>

       which provide security to the Senior Banks, the Intercreditor
       Arrangements, the fee letters referred to in Clause 23.2 (Arrangement
       Fee) of the Senior 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 "SENIOR FINANCE DOCUMENT" or
       "FINANCE DOCUMENT" in writing signed by the Parent and the Senior Banks.

       "SENIOR BANKS" means the "BANKS" as defined in the Senior Credit
       Agreement.

       "SENIOR OUTSTANDINGS" means the loan in the maximum principal amount of
       (pounds sterling)45,500,000 to be made available by the Senior Banks
       under the Senior Credit Agreement, the rights in relation to which are
       subject to the provisions of the Intercreditor Arrangements.

       "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.



                                     - 19 -
<PAGE>

       "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.

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

       "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 32.3 (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 32.5 (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 25.1 (Default Interest Periods).

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

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



                                     - 20 -
<PAGE>

       "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.

       "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

               (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



                                     - 21 -
<PAGE>

                          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;

       "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;



                                     - 22 -
<PAGE>

       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

       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



                                     - 23 -
<PAGE>

       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)" 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.

2.     THE FACILITY
2.1    GRANT OF THE FACILITY
       The Banks grant to the Borrowers, upon the terms and subject to the
       conditions hereof a term loan facility in an aggregate amount of up to
       (pounds sterling)10,000,000 (the "FACILITY").

2.2    PURPOSE AND APPLICATION
       The Facility is intended for the purpose of refinancing Existing TW US
       Loans and, 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.



                                     - 24 -
<PAGE>

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 (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. 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
3.1    UTILISATION CONDITIONS An 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 Advance is
               (pounds)10,000,000 which is equal to the amount of the Available
               Facility;

       3.1.3   the interest rate applicable to such Advance during its first
               Interest Period would not fall to be determined pursuant to
               Clause 6.1 (Market Disruption);

       3.1.4   the proposed date for the making of such Advance is a Business
               Day falling within the 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 Advance and (b) the
               Repeated Representations are true (before and immediately after
               the making of such 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 (Conditions
               Precedent) and that each is, in form and substance, satisfactory
               to the Agent.



                                     - 25 -
<PAGE>

3.2    EACH BANK'S PARTICIPATION IN ADVANCES
       Each Bank will participate through its Facility Office in the Advance
       made in the proportion borne by its Available Commitment the Available
       Facility immediately prior to the making of that Advance.

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

4.     INTEREST PERIODS
4.1    INTEREST PERIODS
       The period for which an 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 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 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 have
               Interest Periods expiring on the Repayment Date or Final Maturity
               Date, any Interest Period which would otherwise end during the
               month preceding, or extend beyond, the Repayment Date or Final
               Maturity Date shall be of such duration that it shall end on the
               Repayment Date or Final Maturity Date.

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



                                     - 26 -
<PAGE>

4.4    DIVISION OF TERM ADVANCES
       The Borrower to which an Advance is made may, by no later than 10.00 a.m.
       three Business Days' prior notice to the Agent direct that such 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 Advances having such Original Sterling
       Amounts (in aggregate, equalling the Sterling Amount of the 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
               Advances; or

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

5.     PAYMENT AND CALCULATION OF INTEREST

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

5.2    CALCULATION OF INTEREST
       The rate of interest applicable to an Advance from time to time during an
       Interest Period relating thereto shall be the rate per annum determined
       by the Agent to be the aggregate of:

       5.2.1   the Cash Paid Margin;

       5.2.2   the Rolled-Up Margin;

       5.2.3   LIBOR relative to such Advance for such Interest Period; and

       5.2.4   the Associated Costs Rate, if any, relative to such Advance and
               each Bank's participation therein from time to time during such
               Interest Period.

5.3    CASH PAID INTEREST
       Except as otherwise provided in Clause 5.4 (Rolled-Up Interest) or
       elsewhere in this Agreement, an amount of interest accrued on each
       Advance for each Interest Period pursuant to Clause 5.2 (Calculation of
       Interest) shall be paid by the Borrower in cash on the Interest Date
       relating to such Interest Period and also, in the case of an Interest
       Period of longer than six months, on the last day of each consecutive
       period of six months from the first day of such Interest Period. The
       amount of interest paid in cash on each Interest Date shall equal the
       amount of interest accrued at the rate per annum determined by the Agent
       to be the aggregate of the Cash Paid Margin plus LIBOR plus the
       Associated Costs Rate (if any) on such Advance during such Interest
       Period.



                                     - 27 -
<PAGE>

5.4    ROLLED-UP INTEREST
       An amount of interest accrued pursuant to Clause 5.2 (Calculation of
       Interest) on the Advance for each Interest Period relating thereto in an
       amount equal to the amount of interest accrued at the Rolled-Up Margin
       during such Interest Period shall, at the end of each such Interest
       Period, be capitalised with, added, to and shall be deemed to be part of,
       such Advance and the principal amount of such Advance shall thereafter be
       treated as having been increased by the amounts of Rolled-Up Interest
       capitalised in accordance with this Clause 5.4 (Rolled-Up Interest).

6.     MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES

6.1    MARKET DISRUPTION
       If, in relation to any Advance or Unpaid Sum:

       6.1.1   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

       6.1.2   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 6.2 (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 6.1.1 or
       6.1.2 of Clause 6.1 (Market Disruption) applies to a proposed Advance,
       such Advance shall not be made.

6.2    SUBSTITUTE INTEREST PERIOD AND INTEREST RATE
       If sub-clause 6.1.1 of Clause 6.1 (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. If either sub-clause 6.1.1 or 6.1.2 of Clause 6.1 (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
       6.3 (Alternative Rate)) be the rate per annum which is the sum of:

       6.2.1   the Cash Paid Margin at such time;

       6.2.2   the Rolled-Up Margin at such time;

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



                                     - 28 -
<PAGE>

       6.2.4   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.

6.3    ALTERNATIVE RATE

       If:

       6.3.1   either of those events mentioned in sub-clauses 6.1.1 and 6.1.2
               of Clause 6.1 (Market Disruption) occurs in relation to an
               Advance or Unpaid Sum; or

       6.3.2   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.

7.     NOTIFICATION

7.1    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 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.

7.2    INTEREST RATE DETERMINATION
       The Agent shall promptly notify the relevant Borrower and the Banks of
       each determination of LIBOR, the Cash Paid Margin, the Rolled-Up Margin
       and the Associated Costs Rate.

7.3    CHANGES TO ADVANCES OR INTEREST RATES
       The Agent shall promptly notify the relevant Borrower and the Banks of
       any change to:

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

       7.3.2   any interest rate;



                                     - 29 -
<PAGE>

       in each case occasioned by the operation of Clause 6 (Market Disruption
       and Alternative Interest Rates).

8.     REPAYMENT
       The Borrower shall repay the Facility by repaying on the Repayment Date
       the full amount of the Facility.

9.     MANDATORY PREPAYMENT

9.1    MANDATORY PREPAYMENT ON DISPOSAL
       Subject to Clause 9.6 (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 9.5 (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.

9.2    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 applied in accordance with Clause
       9.2 (Amcare Disposal) of the Senior Credit Agreement. For the avoidance
       of doubt Clauses 9.1 (Mandatory Prepayment on Disposal) and 9.5
       (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 9.1 (Mandatory Prepayment on Disposal).

9.3    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:

       9.3.1   any Change of Control; or

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

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



                                     - 30 -
<PAGE>

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

       9.3.5   a Strategic Sale.

9.4    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 17.1 (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 9.5 (Application of Prepayments).

9.5    APPLICATION OF PREPAYMENTS
       9.5.1   Any prepayment made under Clauses 9.1 (Mandatory Prepayment on
               Disposal)) (subject to Clause 9.2 (Amcare Disposal)) to 9.3
               (Mandatory Prepayment on Change of Control or Sale of Business)
               shall be applied in repayment across the Outstandings.

       9.5.2   Any prepayment (other than as mentioned in sub-clause 9.5.1) of
               Outstandings in respect of a Facility shall be applied across the
               Advances then outstanding under such 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
               Outstandings.

9.6    PREPAYMENT ACCOUNTS
       9.6.1   If Clause 9.1 (Mandatory Prepayment on Disposal)) (subject to
               Clause 9.2 (Amcare Disposal)) to Clause 9.3 (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, 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 9.6 (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 9.6
               (Prepayment Accounts), arise and to prepay the relevant Advance
               at the first occurring end of an Interest Period relative to the
               Advance to be repaid (where such Advance is at least equal to the
               amount to be repaid unless the Outstandings under which such
               Advance was made is less than the amount to be repaid). Following
               any such election and provided the required payment is made to
               the Mandatory Prepayment Account the obligation to prepay the
               relevant Advance will not arise until the first occurring end of
               an Interest Period relative to such Advance to be repaid.



                                     - 31 -
<PAGE>

       9.6.2   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.

       9.6.3   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.

10.    CANCELLATION AND VOLUNTARY PREPAYMENT

10.1   CANCELLATION
       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 the Available Facility. Any
       such cancellation shall reduce the Available Commitments of the Banks in
       respect of the Available Facility rateably.

10.2   PREPAYMENT OF THE OUTSTANDINGS
       10.2.1  The Borrower to which an 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 Advance or any part of
               any Advance (being an amount such that the Sterling Amount of
               such 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 Advance (or at any other time subject to
               payment of the appropriate breakage costs in accordance with
               Clause 25.4 (Break Costs).

       10.2.2  Any prepayment of Outstandings in respect of the Facility shall
               satisfy pro tanto the obligations under Clause 8 (Repayment) in
               respect of Outstandings under the Facility pro rata.

       10.2.3  Any prepayment of Outstandings in respect of the Facility shall
               be applied across the Advances then outstanding under the
               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).

10.3   EARLY PREPAYMENT FEE
       If a voluntary prepayment or a mandatory prepayment within the terms of
       Clause 9 (Mandatory Prepayment) of the whole of any part of the Facility
       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



                                     - 32 -
<PAGE>

       the Banks a fee of an amount equal to 2% (two per cent.) of the amount of
       the Facility so prepaid.

10.4   NOTICE OF CANCELLATION OR PREPAYMENT
       Any notice of cancellation or prepayment given by a Borrower pursuant to
       this Clause 10 (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.

10.5   NOTICE OF REMOVAL OF A BANK
       If:

       10.5.1  any sum payable to any Bank by an Obligor is required to be
               increased pursuant to Clause 11.1 (Tax Gross-up); or

       10.5.2  any Bank claims indemnification from an Obligor under Clause 11.2
               (Tax Indemnity) or Clause 13.1 (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.

10.6   REMOVAL OF A BANK
       On the day the notice referred to in Clause 10.5 (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.

10.7   NO FURTHER AVAILABILITY
       A Bank for whose account a repayment is to be made under Clause 10.6
       (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 Commitment shall be reduced
       to zero.

10.8   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.

10.9   NO REBORROWING
       None of the Borrowers shall be entitled to reborrow any amount of the
       Facility which is repaid.

11.    TAXES

11.1   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



                                     - 33 -
<PAGE>

       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.

11.2   TAX INDEMNITY
       Without prejudice to Clause 11.1 (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 11.2 (Tax Indemnity) shall not apply
       to:

       11.2.1  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

       11.2.2  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 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.

11.3   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:

       11.3.1  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

       11.3.2  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.



                                     - 34 -
<PAGE>

11.4   CLAIMS BY BANKS
       A Bank intending to make a claim pursuant to Clause 11.2 (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.

11.5   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 11.1 (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 11.5 (Excluded Claims) shall
       not apply (and each Obligor shall be obliged to comply with its
       obligations under Clause 11.1 (Tax Gross-Up)) if:

       11.5.1  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

       11.5.2  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.

11.6   DOUBLE TAXATION RELIEF
       If, and to the extent that, the effect of Clause 11.1 (Tax Gross-Up) or
       Clause 11.2 (Tax Indemnity) can be mitigated by virtue of the provisions
       of any Applicable Treaty (whether by a claim to repayment of any taxes
       referred to in Clause 11.1 (Tax Gross-Up) or Clause 11.2 (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 11.6
       (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.

12.    TAX RECEIPTS

12.1   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.

12.2   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



                                     - 35 -
<PAGE>

       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.

12.3   TAX CREDIT PAYMENT
       If an additional payment is made under Clause 11 (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:

       12.3.1  such credit, relief, remission or repayment is in respect of or
               calculated with reference to the additional payment made pursuant
               to Clause 11 (Taxes); and

       12.3.2  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.

12.4   TAX CREDIT CLAWBACK
       If any Finance Party makes any payment to an Obligor pursuant to Clause
       12.3 (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.

12.5   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 11.1 (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.



                                     - 36 -
<PAGE>

13.    INCREASED COSTS

13.1   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):

       13.1.1  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;

       13.1.2  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

       13.1.3  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 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.

13.2   INCREASED COSTS CLAIMS
       A Bank intending to make a claim pursuant to Clause 13.1 (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.

13.3   EXCLUSIONS
       Notwithstanding the foregoing provisions of this Clause 13 (Increased
       Costs), no Bank shall be entitled to make any claim in respect of:

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

       13.3.2  any cost, increased cost or liability compensated by Clause 11
               (Taxes) or which would have been compensated by Clause 11 (Taxes)
               if the provisions of Clause 11.5 (Excluded Claims) or sub-clauses
               11.2.1 or 11.2.2 of Clause 11.2 (Tax Indemnity) had not applied;
               or



                                     - 37 -
<PAGE>

       13.3.3  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.

14.    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:

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

       14.1.2  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 Advance so made shall reduce rateably
               the remaining obligations under Clause 8 (Repayment) in respect
               of the outstandings under the Facility under which such Advance
               was made.

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

       15.1.1  an increase in any sum payable to it or for its account pursuant
               to Clause 11.1 (Tax Gross-up);

       15.1.2  a claim for indemnification pursuant to Clause 11.2 (Tax
               Indemnity) or Clause 13.1 (Increased Costs);

       15.1.3  the reduction of its Available Commitment to zero or any
               repayment to be made pursuant to Clause 14 (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 15.1.1, 15.1.2, 15.1.3 and 15.1.3,
       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



                                     - 38 -
<PAGE>

       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).

16.    REPRESENTATIONS
       Each Obligor makes the representations and warranties set out in Clause
       16.1 (Status) to Clause 16.33 (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 16.16 (Information Memorandum) shall only be made on the dates
       specified in Clause 16.35 (Repetition of Representations).

16.1   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.

16.2   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.

16.3   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:

       16.3.1  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

       16.3.2  conflict with its constitutive documents; or

       16.3.3  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



                                     - 39 -
<PAGE>

       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.

16.4   NO MATERIAL PROCEEDINGS
       16.4.1  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.

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

16.5   FINANCIAL STATEMENTS
       16.5.1  Its most recent audited financial statements delivered to the
               Agent pursuant to Clause 17.1 (Annual Statements) (consolidated
               in the case of the Parent):

               (a)  were prepared in accordance with UK GAAP and consistently
                    applied and comply with Clause 17.9 (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 17.9 (Accounting Policies); and

               (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.

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

16.6   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.

16.7   VALIDITY AND ADMISSIBILITY IN EVIDENCE
       All acts, conditions and things required to be done, fulfilled and
       performed in order:

       16.7.1  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;



                                     - 40 -
<PAGE>

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

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

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

16.8   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.

16.9   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 16.9 a Transfer Certificate shall
       not be a Finance Document.

16.10  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.

16.11  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:

       16.11.1 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;

       16.11.2 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;

       16.11.3 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

       16.11.4 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;



                                     - 41 -
<PAGE>

       16.11.5 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

       16.11.6 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.

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

       16.12.2 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.

16.13  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 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.

16.14  NO MATERIAL DEFAULTS
       No member of the Group:

       16.14.1 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

       16.14.2 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.

16.15  INFORMATION
       16.15.1 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



                                     - 42 -
<PAGE>

               true, complete and accurate in all material respects as at the
               date such information was supplied and is not misleading in any
               material respect.

       16.15.2 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.

       16.15.3 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.

16.16  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.

16.17  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.

16.18  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.

16.19  ENCUMBRANCES AND FINANCIAL INDEBTEDNESS
       16.19.1 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.

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

       16.19.3 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



                                     - 43 -
<PAGE>

               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.

16.20  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.

16.21  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 20.33 (The Parent) and Clause 20.34 (The Original
       Borrower).

16.22  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 20.4 (Notification of Events of
       Default).

16.23  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 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.

16.24  TAXATION
       16.24.1 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 16.24 (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)500,000.



                                     - 44 -
<PAGE>

       16.24.2 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)500,000.

       16.24.3 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.

16.25  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.

16.26  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.

16.27  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.

16.28  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.

16.29  ISSUE OF SHARE CAPITAL
       Save to the extent contemplated in Clause 20.23 (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).

16.30  NO TRADING
       Save as contemplated by, or otherwise in connection with this Agreement,
       the Finance Documents, the Senior 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).



                                     - 45 -
<PAGE>

16.31  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.

16.32  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.

16.33  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.

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

16.35  REPETITION OF REPRESENTATIONS
       16.35.1 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 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.

       16.35.2 Clause 16.16 (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.

17.    FINANCIAL INFORMATION

17.1   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.



                                     - 46 -
<PAGE>

17.2   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.

17.3   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.

17.4   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:

       17.4.1  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;

       17.4.2  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;

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

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

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

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



                                     - 47 -
<PAGE>

       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.

17.5   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.

17.6   REQUIREMENTS AS TO FINANCIAL STATEMENTS
       The Parent shall ensure that each set of financial statements delivered
       by it pursuant to this Clause 17 (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.

17.7   COMPLIANCE CERTIFICATES
       The Parent shall ensure that each set of financial statements delivered
       by it pursuant to Clause 17.1 (Annual Statements) and Clause 17.2
       (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.

17.8   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.

17.9   ACCOUNTING POLICIES
       The Parent shall ensure that each set of financial statements delivered
       by the Parent pursuant to this Clause 17 (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,



                                     - 48 -
<PAGE>

       practices, procedures and reference period and in which case the Parent
       shall procure that its auditors provide:

       17.9.1  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

       17.9.2  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 17.1,
               (Annual Statements) 17.2 (Quarterly Statements) and 17.3 (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 17.9 (Accounting Policies) have been provided by the auditors in
       connection with such change and any amendments have been agreed pursuant
       to Clause 17.10 (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.

17.10  CHANGE IN ACCOUNTING POLICIES
       If there has been one or more such changes in any accounting policies,
       practices or procedures or reference period:

       17.10.1 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 19 (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

       17.10.2 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 19 (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.



                                     - 49 -
<PAGE>

18.    OTHER INFORMATION

18.1   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.

18.2   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.

18.3   LITIGATION AND ENVIRONMENTAL CLAIMS
       The Parent shall advise the Agent promptly upon becoming aware of the
       same of the details of:

       18.3.1  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

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

18.4   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.

18.5   INFORMATION COVENANTS
       The Parent shall procure that any notices required to be delivered to the
       Agent under Clause 20 (Covenants) are delivered in accordance with such
       clause.

19.    FINANCIAL CONDITION

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

       19.1.1  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.



                                     - 50 -
<PAGE>

             COLUMN 1                                          COLUMN 2
             RELEVANT PERIOD                                   RATIO (TO 1.0)
             (ENDING ON)
             Date hereof - 31 March 2000                       2.45

             Date hereof - 30 June 2000                        2.45

             Date hereof - 30 September 2000                   2.70

             1 January 2000 - 31 December 2000                 2.70

             1 April 2000 - 31 March 2001                      2.70

             1 July 2000 - 30 June 2001                        2.70

             1 October 2000 - 30 September 2001                3.15

             1 January 2001 - 31 December 2001                 3.15

             1 April 2001 - 31 March 2002                      3.15

             1 July 2001 - 30 June 2002                        3.15

             1 October 2001 - 30 September 2002                4.05

             1 January 2002 - 31 December 2002                 4.05

             1 April 2002 - 31 March 2003                      4.05

             1 July 2002 - 30 June 2003                        4.05

             1 October 2002 - 30 September 2003                4.50

             Each 12 month period ending on a Quarter Date     4.50
             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.


       19.1.2  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                     0.9

             1 January 2000 - 30 September 2000                0.9

             1 January 2000 - 31 December 2000                 0.9

             1 April 2000 - 30 March 2001                      0.9

             Each 12 month period ending on a Quarter Date     0.9
             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.


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

       19.1.4  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.



                                     - 51 -
<PAGE>

             COLUMN 1                                          COLUMN 2
             FINANCIAL YEAR ENDING                             Amount (pounds)
                                                                      (million)

             Date hereof - 29 September 2001                   18.0 + X

             30 September 2001 - 29 September 2002             19.8 + X

             30 September 2002 - 29 September 2003             22.5 + X

             30 September 2003 - 29 September 2004             27.0 + X

             30 September 2004 - 29 September 2005             31.5 + X

             Each 12 month period ending on 29 September       31.5 + X
             after 29 September 2005


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

       19.1.5  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                    4.05

             1 January 2000 - 30 June 2000                     4.05

             1 January 2000 - 30 September 2000                4.05

             1 January 2000 - 31 December 2000                 4.05

             1 April 2000 - 31 March 2001                      4.05

             1 July 2000 - 30 June 2001                        4.05

             1 October 2000 - 30 September 2001                3.82

             1 January 2001 - 31 December 2001                 3.82

             1 April 2001 - 31 March 2002                      3.82

             1 July 2001 - 30 June 2002                        3.82

             1 October 2001 - 30 September 2002                3.15

             1 January 2002 - 31 December 2002                 3.15

             1 April 2002 - 31 March 2003                      3.15

             1 July 2002 - 30 June 2003                        3.15

             1 October 2002 - 30 September 2003                2.70

             1 January 2003 - 31 December 2003                 2.70

             1 April 2003 - 31 March 2004                      2.70

             1 July 2003 - 30 June 2004                        2.70

             1 October 2003 - 30 September 2004                2.25

             Each 12 month period ending on a Quarter Date     2.25
             falling after 30 September 2004



                                     - 52 -
<PAGE>

               "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.

       19.1.6  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.

19.2   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.

19.3   FINANCIAL DEFINITIONS
       In Clause 19 (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 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;



                                     - 53 -
<PAGE>

       (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 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.



                                     - 54 -
<PAGE>

       "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;

       (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
               the (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 over a five (5)
               year 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.



                                     - 55 -
<PAGE>

       "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 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.



                                     - 56 -
<PAGE>

       "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 9.1 (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.

       "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 11 (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



                                     - 57 -
<PAGE>

       (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.

       "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



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       (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.

19.4   FINANCIAL TESTING
       The financial covenants set out in Clause 19 (Financial Condition) shall
       be tested by reference to each of the financial statements and/or each
       Compliance Certificate delivered pursuant to Clause 17 (Financial
       Information).

19.5   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 19.1 (Financial Covenants).

       The Agent may, in accordance with this Clause 19.5, request verification
       of any figure or calculation made in a Compliance Certificate and/or
       delivered under Clause 18 (Other Information) and/or any figure contained
       in the financial statements delivered under Clause 17 (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



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       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.

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

20.    COVENANTS

20.1   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.

20.2   INSURANCE
       20.2.1  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 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).

       20.2.2  Without prejudice to sub-clause 20.2.1, 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.

       20.2.3  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



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               the Agent of any material changes to its insurance cover made
               from time to time.

20.3   ENVIRONMENTAL MATTERS
       20.3.1  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.

       20.3.2  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.

20.4   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 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.

20.5   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.

20.6   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.

20.7   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



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       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.

20.8   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.

20.9   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.

20.10  SECURITY
       20.10.1 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 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 21.23
               (Acceleration and Cancellation) or 21.24 (Advances Due on Demand)
               for facilitating the realisation of any such security or any part
               thereof.

       20.10.2 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.

20.11  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.



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20.12  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).

20.13  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.

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

20.15  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.

20.16  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.

20.17  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



                                     - 63 -
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       person or otherwise voluntarily assume any liability, whether actual or
       contingent, in respect of any obligation of any other person except:

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

       20.17.2 Permitted Transactions.

20.18  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.

20.19  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.

20.20  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).

20.21  ACQUISITIONS
       Save as permitted under the Senior Credit Agreement, no Obligor shall,
       and each Obligor shall procure that no member of the Group shall (without
       the prior consent of an Instructing Group):

       20.21.1 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

       20.21.2 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

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

20.22  DIVIDENDS, DISTRIBUTIONS AND INTEREST
       20.22.1 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



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               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
               the aggregate amount of the loans under paragraph (a)(v) of the
               definition of Permitted Transactions and this paragraph (i) does
               not exceed (pounds sterling)100,000 per annum and (2) for
               Permitted Transactions.

       20.22.2 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 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.

       20.22.3 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 20.22
       (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).

20.23  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:

       20.23.1 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;

       20.23.2 (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;



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

       20.23.3 the granting of 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

       20.23.4 under the Management Options.

20.24  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), 33.2 (Borrower Conditions Precedent) or 34.2 (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.

20.25  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.

20.26  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.

20.27  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:

       20.27.1 both parties to the arrangement are Obligors; or

       20.27.2 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

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

       For the purposes of this Clause 20.27 "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



                                     - 66 -
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       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.

20.28  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.

20.29  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.

20.30  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.

20.31  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.

20.32  HEDGING
       The Parent shall, within thirty nine (39) months from 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 any amounts Outstanding hereunder.



                                     - 67 -
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20.33  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.

20.34  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 Senior 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.

20.35  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.

20.36  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 34 (Additional Guarantors) and enter into a Debenture.

21.    EVENTS OF DEFAULT
       Each of Clause 21.1 (Failure to Pay) to Clause 21.20 (Material Adverse
       Change) describes circumstances which constitute an Event of Default for
       the purposes of this Agreement.

21.1   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.

21.2   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



                                     - 68 -
<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.

21.3   BREACH OF SPECIFIC COVENANTS
       At any time any of the requirements of Clause 19.1 (Financial Covenants),
       Clause 20.5 (Claims Pari Passu), Clause 20.15 (Negative Pledge), Clause
       20.19 (Disposals), Clause 20.22 (Dividends, Distributions and Interest),
       Clause 20.23 (Share Capital) or Clause 20.24 (Amendments) are not
       satisfied.

21.4   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.

21.5   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) (other than where the relevant
       event of default is a breach of Clause 24.3 (Breach of Specific
       Covenants) of the Senior Credit Agreement caused by an Obligor failing to
       comply with any provisions of Clause 21 (Financial Covenants) of the
       Senior Credit Agreement), 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 21.5 (Cross Default) if the aggregate amount of all
       such Financial Indebtedness is less than (pounds sterling)200,000.

21.6   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.



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21.7   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 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 21.7) PROVIDED THAT it shall not constitute an Event of
       Default under this Clause 21.7 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.

21.8   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.

21.9   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.

21.10  GOVERNMENTAL INTERVENTION By or under the authority of any government:

       21.10.1 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

       21.10.2 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.

21.11  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.

21.12  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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21.13  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.

21.14  ILLEGALITY
       21.14.1 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.

       21.14.2 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

       21.14.3 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.

21.15  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.

21.16  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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21.17  LITIGATION
       21.17.1 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

       21.17.2 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.

21.18  SUBORDINATED DEBT
       An event of default (howsoever described) occurs under the Mezzanine
       Credit Agreement and is continuing unremedied or unwaived.

21.19  INTERCREDITOR ARRANGEMENTS
       Any party to the Intercreditor Arrangements (other than any Finance
       Party, the Senior Agent or any Senior Banks) fails to comply with its
       obligations under the Intercreditor Arrangements.

21.20  VOTING TRUST
       21.20.1 Any party to the Voting Trust Agreement (other than any Finance
               Party, the Senior Agent or any Senior Bank) fails to comply with
               its obligations under the Voting Trust Agreement;



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       21.20.2 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.

21.21  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.

21.22  MATERIAL ADVERSE CHANGE
       Any event or circumstance occurs which could reasonably be expected to
       have a Material Adverse Effect.

21.23  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:

       21.23.1 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

       21.23.2 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

       21.23.3 exercise or direct the Security Agent to exercise all rights and
               remedies.

21.24  ADVANCES DUE ON DEMAND
       If, pursuant to Clause 21.23 (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:

       21.24.1 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

       21.24.2 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

       21.24.3 declare that the Security Documents (or any of them) shall have
               become enforceable.



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22.    GUARANTEE AND INDEMNITY

22.1   PARENT GUARANTEE AND INDEMNITY
       The Parent irrevocably and unconditionally:

       22.1.1  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

       22.1.2  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.

22.2   GROUP GUARANTEE AND INDEMNITY
       Each Guarantor other than the Parent irrevocably and unconditionally:

       22.2.1  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

       22.2.2  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.



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22.3   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.

22.4   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.

22.5   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:

       22.5.1  any insolvency proceeding in respect of any Obligor or any other
               person or any change in its status, function, control or
               ownership;

       22.5.2  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;

       22.5.3  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;

       22.5.4  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;

       22.5.5  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;

       22.5.6  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

       22.5.7  any other act, event or omission which, but for this Clause 22.5
               (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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22.6   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.

22.7   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:

       22.7.1  to make any demand of any Obligor;

       22.7.2  to take any action or obtain judgment in any court against any
               Obligor;

       22.7.3  to make or file any claim or proof in any insolvency proceedings
               of any Obligor; or

       22.7.4  to enforce or seek to enforce any other security taken in respect
               of any of the obligations of any Obligor under any Finance
               Document.

22.8   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:

       22.8.1  to be indemnified by an Obligor; and/or

       22.8.2  to claim any contribution from any other guarantor of any
               Obligor's obligations under any Finance Document; and/or

       22.8.3  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.

22.9   SUSPENSE ACCOUNTS
       All moneys received, recovered or realised by a Bank by virtue of Clause
       22.1 (Parent Guarantee and Indemnity) or Clause 22.2 (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.

22.10  AMENDMENTS BINDING
       Without prejudice to the other provisions of Clause 22 (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 22
       (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.

23.    COMMITMENT COMMISSION AND FEES
23.1   COMMITMENT COMMISSION
       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 Commitment from day to day from the date hereof until
       the end of the 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 Availability Period.

23.2   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.

23.3   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.

23.4   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.



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24.    COSTS AND EXPENSES

24.1   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:

       24.1.1  any due diligence carried out by it or on its behalf in
               connection with the Finance Documents and the transactions
               contemplated thereby;

       24.1.2  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

       24.1.3  the syndication of the Facilities.

24.2   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).

24.3   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.

24.4   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.



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24.5   BANKS' LIABILITIES FOR COSTS
       If the Parent fails to perform any of its obligations under this Clause
       24 (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 24.1 (Transaction Expenses)) as a result
       of such failure.

25.    DEFAULT INTEREST AND BREAK COSTS
25.1   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 28 (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 25 (Default Interest and Break Costs)) be
       selected by the Agent.

25.2   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:

       25.2.1  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

       25.2.2  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.

25.3   PAYMENT OF DEFAULT INTEREST
       Any interest which shall have accrued under Clause 25.2 (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.



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25.4   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.

26.    PARENT'S INDEMNITIES

26.1   PARENT'S INDEMNITY The Parent undertakes to indemnify:

       26.1.1  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;

       26.1.2  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 28 (Payments);

       26.1.3  each Bank against any cost or loss it may suffer under Clause
               24.5 (Banks' Liabilities for Costs) or Clause 31.5
               (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;

       26.1.4  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;

       26.1.5  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



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               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

       26.1.6  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.

26.2   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:

       26.2.1  making or filing a claim or proof against such Obligor;

       26.2.2  obtaining an order, judgment, award or decision in any court,
               arbitral proceedings or other tribunal; or

       26.2.3  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.

26.3   PARENT'S INDEMNITY FROM BORROWERS
       If the Parent is required to make any payment under Clause 26.1 (Parent's
       Indemnity), then each Borrower agrees to indemnify the Parent on demand
       in respect of any such payment.



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27.    CURRENCY OF ACCOUNT AND PAYMENT

27.1   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:

       27.1.1  each payment in respect of costs and expenses shall be made in
               the currency in which the same were incurred; and

       27.1.2  each payment pursuant to Clause 11.2 (Tax Indemnity) or Clause
               13.1 (Increased Costs) shall be made in the currency specified by
               the party claiming thereunder.

28.    PAYMENTS

28.1   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.

28.2   PAYMENTS BY THE AGENT
       Save as otherwise provided herein, each payment received by the Agent for
       the account of another person pursuant to Clause 28.1 (Payments to the
       Agent) shall:

       28.2.1  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

       28.2.2  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 currency
               of such payment as such person shall have previously notified to
               the Agent.



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28.3   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.

28.4   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.

28.5   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:

       28.5.1  FIRST, in or towards payment of any unpaid costs, fees and
               expenses of each of the Agent, the Security Agent and the
               Arranger;

       28.5.2  SECOND, in or towards payment pro rata of any accrued interest,
               commitment commission, payable to any Bank hereunder due but
               unpaid;

       28.5.3  THIRD, in or towards payment pro rata of any Outstandings due but
               unpaid; and

       28.5.4  FOURTH, in or towards payment pro rata of any other sum due but
               unpaid.

28.6   VARIATION OF PARTIAL PAYMENTS
       The order of partial payments set out in Clause 28.5 (Partial Payments)
       shall override any appropriation made by the Obligor to which the partial
       payment relates but the order set out in sub-clauses 28.5.2, 28.5.3 and
       28.5.4 of Clause 28.5 (Partial Payments) may be varied if agreed by all
       the Banks.

29.    SET-OFF

29.1   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 to such Bank under any Finance Document
       but unpaid. For this purpose, each Bank is



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       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.

29.2   SET-OFF NOT MANDATORY
       No Bank shall be obliged to exercise any right given to it by Clause 29.1
       (Contractual Set-off).

30.    SHARING

30.1   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 28 (Payments), then
       such Recovering Bank shall:

       30.1.1  notify the Agent of such receipt or recovery;

       30.1.2  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 28.5 (Partial Payments).

30.2   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 28.5 (Partial
       Payments).

30.3   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 30.2 (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).

30.4   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:

       30.4.1  each party which has received a share of such Sharing Payment
               pursuant to Clause 30.2 (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

       30.4.2  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.

30.5   EXCEPTION
       This Clause 30 (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.



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30.6   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.

31.    THE AGENT, THE ARRANGER, THE UNDERWRITERS AND THE BANKS

31.1   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.

31.2   AGENT'S DISCRETIONS
       The Agent may:

       31.2.1  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;

       31.2.2  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;

       31.2.3  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;

       31.2.4  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;

       31.2.5  rely upon any communication or document believed by it to be
               genuine;



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<PAGE>

       31.2.6  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;

       31.2.7  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

       31.2.8  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.

31.3   AGENT'S OBLIGATIONS
       The Agent shall:

       31.3.1  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;

       31.3.2  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;

       31.3.3  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

       31.3.4  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.

31.4   EXCLUDED OBLIGATIONS
       Notwithstanding anything to the contrary expressed or implied herein,
       neither the Agent, any Underwriter nor the Arranger shall:

       31.4.1  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 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;



                                     - 86 -
<PAGE>

       31.4.2  be bound to account to any Bank for any sum or the  profit
               element of any sum received by it for its own account;

       31.4.3  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;

       31.4.4  be under any obligations other than those for which express
               provision is made in any Finance Document; or

       31.4.5  be or be deemed to be a fiduciary for any other party to any
               Finance Document.

31.5   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 26.1 (Parent's Indemnity)).

31.6   EXCLUSION OF LIABILITIES
       Except in the case of negligence or wilful default, none of the Agent,
       the Underwriters and the Arranger accepts any responsibility:

       31.6.1  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;

       31.6.2  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

       31.6.3  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 executed in anticipation of,
               pursuant to or in connection with any Finance Document.



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       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.

31.7   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 31.6 (Exclusion of Liabilities).

31.8   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.

31.9   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 31 (The Agent, the Arrangers, the Underwriters and the
       Banks).

31.10  SUCCESSOR AGENT
       If the Agent gives notice of its resignation pursuant to Clause 31.9
       (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.

31.11  RIGHTS AND OBLIGATIONS
       If a successor to the Agent is appointed under the provisions of Clause
       31.10 (Successor Agent), then:

       31.11.1 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 31 (The Agent,
               the Arranger, the Underwriters and the Banks); and

       31.11.2 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.

31.12  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 investigation into all risks arising under
       or in connection with the Finance Documents including, but not limited
       to:



                                     - 88 -
<PAGE>

       31.12.1 the financial condition, creditworthiness, condition, affairs,
               status and nature of each member of the Group;

       31.12.2 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;

       31.12.3 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

       31.12.4 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.

31.13  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
       31 (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.

31.14  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.



                                     - 89 -
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32.    ASSIGNMENTS AND TRANSFERS

32.1   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.

32.2   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.

32.3   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 32.5
       (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:

       32.3.1  to any subsidiary or holding company, or to any subsidiary of any
               holding company, of such Bank; or

       32.3.2  to any other Bank or any subsidiary or holding company, or to any
               subsidiary of any holding company, of any other Bank; or

       32.3.3 when an Event of Default has occurred which is continuing.

       Any such assignment, transfer or novation of a Bank's Commitment may be
       made in respect of an amount of not less than (pounds sterling)1,000,000.

32.4   ASSIGNMENTS BY BANKS
       If any Bank assigns all or any of its rights and benefits under the
       Finance Documents in accordance with Clause 32.3 (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.

32.5   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 32.3
       (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



                                     - 90 -
<PAGE>

       on such Transfer Certificate falling on or after) the date of delivery of
       such Transfer Certificate to the Agent:

       32.5.1  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 32.5 (Transfers by Banks) as
               "DISCHARGED RIGHTS AND OBLIGATIONS");

       32.5.2  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;

       32.5.3  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

       32.5.4 such Transferee shall become a party hereto as a "Bank".

32.6   ASSIGNMENT AND TRANSFER FEES
       On the date upon which an assignment takes effect pursuant to Clause 32.4
       (Assignments by Banks) or a transfer takes effect pursuant to Clause 32.5
       (Transfers by Banks) the relevant assignee or Transferee shall pay to the
       Agent for its own account a fee of (pounds sterling)1,000.

32.7   DISCLOSURE OF INFORMATION Any Bank may disclose to any person:

       32.7.1  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;

       32.7.2  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



                                     - 91 -
<PAGE>

       32.7.3  to whom  information  may be required to be disclosed by any
               applicable law or any regulatory authority,

       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 32.7.1 and 32.7.2, the person to whom such
       information is to be given has entered into a Confidentiality
       Undertaking.

32.8   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 32.8 (Limitation of Specified
       Indemnities), arise an obligation on the part of an Obligor under Clause
       11 (Taxes) or Clause 13.1 (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 32.8 (Limitation of Specified Indemnities) shall not apply to any
       assignment or transfer made pursuant to Clause 15 (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.

32.9   TRANSFERS OF PART
       Any transfer pursuant to Clause 32.5 (Transfers by Banks) of part (but
       not the whole) of a Bank's Commitment shall be in a minimum amount of
       (pounds sterling)500,000 and shall be such that the amount of the
       transferring Bank's Commitment shall not be reduced to less than
       (pounds sterling)500,000.

32.10  INTERCREDITOR ARRANGEMENTS AND SECURITY
       32.10.1 Each assignee or Transferee from a Bank shall enter into a deed
               of accession in the form set out in the Intercreditor
               Arrangements.

       32.10.2 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.

33.    ADDITIONAL BORROWERS

33.1   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 20.10 (Security).



                                     - 92 -
<PAGE>

33.2   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:

       33.2.1  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

       33.2.2  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.

33.3   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.

34.    ADDITIONAL GUARANTORS
34.1   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 20.10 (Security).

34.2   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 22.1 (Parent Guarantee and
       Indemnity) or 22.2 (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



                                     - 93 -
<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.

35.    CALCULATIONS AND EVIDENCE OF DEBT

35.1   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.

35.2   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 35.2
       (Quotations) shall not apply if only one Reference Bank supplies a
       quotation.

35.3   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.

35.4   CONTROL ACCOUNTS
       The Agent shall maintain on its books a control account or accounts in
       which shall be recorded:

       35.4.1  the amount and the Sterling Amount of any Advance or any Unpaid
               Sum and each Bank's share therein;

       35.4.2  the amount of all principal, interest and other sums due or to
               become due from an Obligor and each Bank's share therein; and

       35.4.3  the amount of any sum received or recovered by the Agent
               hereunder and each Bank's share therein.

35.5   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 35.3 (Evidence of Debt) and Clause 35.4 (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.

35.6   CERTIFICATES OF BANKS

       A certificate of a Bank as to:

       35.6.1  the amount by which a sum payable to it hereunder is to be
               increased under Clause 11.1 (Tax Gross-up);



                                     - 94 -
<PAGE>

       35.6.2  the amount for the time being required to indemnify it against
               any such cost, payment or liability as is mentioned in Clause
               11.2 (Tax Indemnity) or Clause 13.1 (Increased Costs); or

       35.6.3  the amount of any credit, relief, remission or repayment as is
               mentioned in Clause 12.3 (Tax Credit Payment) or Clause 12.4 (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.

35.7   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 22 (Guarantee and Indemnity).

36.    REMEDIES AND WAIVERS, PARTIAL INVALIDITY

36.1   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.

36.2   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.

37.    NOTICES

37.1   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.

37.2   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:

       37.2.1  in the case of the Original Obligors, the Security Agent, the
               Arranger and the Agent, identified with its name below;



                                     - 95 -
<PAGE>

       37.2.2  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

       37.2.3  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 37.2 (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.

37.3   DELIVERY
       Any communication or document to be made or delivered by one person to
       another pursuant to the Finance Documents shall:

       37.3.1  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

       37.3.2  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).

37.4   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.

37.5   NOTIFICATION OF CHANGES
       Promptly upon receipt of notification of a change of address or fax
       number pursuant to Clause 37.3 (Delivery) the Agent shall notify the
       other parties hereto of such change.

38.    COUNTERPARTS
       This Agreement may be executed in any number of counterparts, all of
       which taken together shall constitute one and the same instrument.



                                     - 96 -
<PAGE>

39.    AMENDMENTS

39.1   AMENDMENTS
       Subject to Clause 39.2 (Amendments requiring the Consent of all the
       Banks) and Clause 39.3 (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:

       39.1.1  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

       39.1.2  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.

39.2   AMENDMENTS REQUIRING THE CONSENT OF ALL THE BANKS An amendment or waiver
       which relates to:

       39.2.1  Clause 30 (Sharing) or this Clause 39 (Amendments);

       39.2.2  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 the Repayment Date or Final Maturity Date;

       39.2.3  a decrease in the Cash Paid Margin, the Rolled-Up 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;

       39.2.4  an increase in a Bank's Commitment;

       39.2.5  an Event of Default or Potential Event of Default which relates
               to a Repeated Representation, Clause 19 (Financial Condition) or
               sub-clause 20.15 (Negative Pledge) is continuing;

       39.2.6  the definition of Event of Default or Instructing Group;

       39.2.7  a change to any material provision of any Security Document;

       39.2.8  (save for Permitted Disposals) the discharge or release of any
               Security; or

       39.2.9  any provision which contemplates the need for the consent or
               approval of all the Banks,

       shall not be made without the prior consent of all the Banks.



                                     - 97 -
<PAGE>

39.3   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:

       39.3.1  (in respect of the Agent or Security Agent) amend or waive this
               Clause 39 (Amendments), Clause 24 (Costs and Expenses) or Clause
               31 (The Agent, the Arranger, the Underwriters and the Banks); or

       39.3.2  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.

39.4   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.

39.5   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.

40.    GOVERNING LAW
       This Agreement is governed by English law.

41.    JURISDICTION
41.1   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).

41.2   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.

41.3   NON-EXCLUSIVE JURISDICTION
       This Clause 41 (Jurisdiction) is for the benefit of the Finance Parties
       only. As a result and notwithstanding Clause 41.1 (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.

41.4   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



                                     - 98 -
<PAGE>

       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 41.4 (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 41.4 (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.




                                     - 99 -


<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:










                                    - 100 -
<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:





                                    - 101 -
<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:         CHARLES HOUSE
                 ENTERPRISE DRIVE
                 FOUR ASHES
                 WOVERHAMPTON, WV10 7DF



Fax:

Attention:



ALLIED OXYCARE LIMITED

By:              WAYNE PALLADINO

Address:         CHARLES HOUSE
                 ENTERPRISE DRIVE
                 FOUR ASHES
                 WOLVERHAMPTON, WV10 7DF



Fax:

Attention:





                                    - 102 -
<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

PARIBAS

By:              PATRICK FOX

Address:         10 HAREWOOD AVENUE
                 LONDON, NW1 6AA



Fax:             0171 595 5019

Attention:       PATRICK FOX





                                    - 103 -
<PAGE>

THE SECURITY AGENT

BARCLAYS BANK PLC

By:              ANTHONY NASH

Address:         1ST FLOOR
                 54 LOMBARD STREET
                 LONDON, EC3P 3AH



Fax:             0171 773 6454

Attention:       MALCOLM ORTON



THE UNDERWRITERS

PARIBAS

By:              PATRICK FOX

Address:         10 HAREWOOD AVENUE
                 LONDON, NW1 6AA



Fax:             0171 595 5019

Attention:       PATRICK FOX



THE BANKS

PARIBAS

By:              PATRICK FOX

Address:         10 HAREWOOD AVENUE
                 LONDON, NW1 6AA



Fax:             0171 595 5019

Attention:       PATRICK FOX



                                    - 104 -