<PAGE>

                                                                    EXHIBIT 10.1

                           DATED: 28th February, 1997
                           --------------------------
   (as amended on 21st May, 1997, 18th June, 1999, 21st August, 2001 and 22nd
   --------------------------------------------------------------------------
                                November, 2002)
                                ---------------

                             CROWN CASTLE UK LIMITED
                (formerly Castle Transmission International Ltd.)
                                   as borrower

                        CROWN CASTLE UK HOLDINGS LIMITED
             (formerly Castle Transmission Services (Holdings) Ltd.)

                                       and

                       CROWN CASTLE COMMUNICATIONS LIMITED
                  (formerly Millennium Communications Limited)
                                  as guarantors

                        THE LENDERS listed in Schedule 1

      CREDIT SUISSE FIRST BOSTON, MIZUHO CORPORATE BANK, LTD, and THE ROYAL
                 BANK OF SCOTLAND PLC as mandated lead arrangers

      CREDIT LYONNAIS, THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND and
                     FORTIS BANK S.A./N.V. as lead arrangers

           SCOTIABANK EUROPE PLC and KBC FINANCE IRELAND as arrangers

                           CREDIT SUISSE FIRST BOSTON
                                    as agent

                          _____________________________

                   (Pounds)120,000,000 REVOLVING LOAN FACILITY
                               WITH A EURO OPTION

                          _____________________________

                                Slaughter and May
                                 One Bunhill Row
                                 London EC1Y 8YY
                                    (PHS/SRA)

<PAGE>

LOAN AGREEMENT

DATE: 28th February, 1997 as amended on 21st May, 1997, on 18th June, 1999, on
21st August, 2001 and on 22nd November, 2002.

PARTIES

1.     CROWN CASTLE UK LIMITED (formerly known as Castle Transmission
       International Ltd.), a company incorporated in England (number 3196207),
       of Warwick Technology Park, Gallows Hill, Heathcote Lane, Warwick CV34
       6TN, as borrower;

2.     CROWN CASTLE UK HOLDINGS LIMITED (formerly known as Castle Transmission
       Services (Holdings) Ltd.), a company incorporated in England (number
       3242381), of Warwick Technology Park, Gallows Hill, Heathcote Lane,
       Warwick CV34 6TN and CROWN CASTLE COMMUNICATIONS LIMITED (formerly known
       as Millennium Communications Limited), a company incorporated in England
       (number 2903056), of Warwick Technology Park, Gallows Hill, Heathcote
       Lane, Warwick CV34 6TN, as guarantors;

3.     THE LENDERS listed in Schedule 1, as lenders;

4.     CREDIT SUISSE FIRST BOSTON, MIZUHO CORPORATE BANK, LTD and THE ROYAL BANK
       OF SCOTLAND PLC as mandated lead arrangers;

5.     CREDIT LYONNAIS, THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND and
       FORTIS BANK S.A./N.V. as lead arrangers;

6.     SCOTIABANK EUROPE PLC and KBC FINANCE IRELAND as arrangers; and

7.     CREDIT SUISSE FIRST BOSTON, as agent.

BACKGROUND

(A)    At the request of the Borrower the Lenders are willing to provide a
       (Pounds)120,000,000 revolving loan facility to the Borrower on the terms
       of this Agreement. This facility will contain a euro option. In addition,
       the facility is to be guaranteed by the Guarantors and secured by the
       Charges granted by each of the Borrower and the Guarantors.

(B)    Following the Amendment Date, the Borrower is to utilise all the amounts
       advanced to it under this Agreement for any or all of the following
       purposes:

       (i)    to refinance the existing indebtedness outstanding under this
              Agreement; and

       (ii)   to finance working capital, capital expenditure and other general
              corporate purposes including, without limitation, Permitted
              Acquisitions of the Borrower and its Restricted Subsidiaries.

The parties agree as follows:

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                                        2

                             PART I: INTERPRETATION

1.     INTERPRETATION AND CALCULATIONS

1.1    Definitions

       In this Agreement:

       "Advance" means an advance made, or to be made, under Clause 6.

       "Advance Date" means the date, or proposed date, of an Advance.

       "Advance Request" means a request made by the Borrower for an Advance
       made substantially in the form set out in Schedule 5.

       "Agent" means Credit Suisse First Boston, in its capacity as agent for
       the Lenders, acting through its office at One Cabot Square, London E14
       4QJ or any other office in England which it may notify to the Borrower
       and the Lenders. If there is a change of Agent in accordance with Clause
       22.12, "Agent" will instead mean the new Agent appointed under that
       Clause.

       "Amendment Date" has the meaning described in Clause 1.2(J)(ii).

       "Analogue Transmission Agreement" means the agreement between the
       Borrower and the BBC dated 27th February, 1997 as amended by amending
       agreements dated 16th July, 1998, 23rd December, 1999 and 31st March,
       2001 relating to the analogue transmission by the Borrower of television
       and radio programmes produced by the BBC.

       "Analogue Transmission Business" means the business previously carried on
       by the BBC and assumed by the Borrower under the transfer scheme dated
       24th February, 1997 made by the BBC in favour of, among others, the
       Borrower. This business is the provision of broadcasting, transmission
       and signal distribution services for radio and analogue television.

       "Applicable Margin" means the rate determined in accordance with Clause
       8.8.

       "Authorised Person" means a person authorised to sign documents on behalf
       of a Company under this Agreement by virtue of a resolution of the
       directors of that Company a certified copy of which has been delivered to
       the Agent. A person will cease to be an "Authorised Person" upon notice
       by the appointing Company to the Agent.

       "Available Commitment" means the amount of a Lender's Commitment which is
       available for the Borrower. On any day, it is the Commitment of that
       Lender on that day less that Lender's aggregate participation in all
       outstanding Advances. Participations in Advances in the Optional Currency
       will be taken at their Original Sterling Amount.

       "BBC" means The British Broadcasting Corporation.

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                                       3

       "BBC DTT Transmission Agreement" means the BBC DTT Transmission Agreement
       No. 1 or the BBC DTT Transmission Agreement No. 2, as the context
       requires.

       "BBC DTT Transmission Agreement No. 1" means the DTT transmission
       agreement entered into between the Borrower and BBC dated 10th February,
       1998 under which the Borrower has agreed to provide, amongst other
       things, distribution and transmission services to the BBC in relation to
       multiplex facilities for DTT.

       "BBC DTT Transmission Agreement No. 2" means the DTT transmission
       agreement entered into between the Borrower and BBC dated 23rd August,
       2002 under which the Borrower has agreed to provide, amongst other
       things, distribution and transmission services to the BBC in relation to
       the DTT multiplex known as "multiplex B" and licensed to the BBC.

       "Bonds" means the (Pounds)125,000,000 Guaranteed Bonds due 2007 issued on
       21st May, 1997 by CC Finance.

       "Borrower" means Crown Castle UK Limited, the first party to this
       Agreement.

         "Borrower's Group" means:

       (A)    if the Borrower has no Subsidiaries, the Borrower; and

       (B)    if the Borrower has Subsidiaries, the Borrower and its
              Subsidiaries taken as a whole.

       "Borrower's Restricted Group" has the meaning described in Clause 19.1.

       "BT" means British Telecommunications plc.

       "BT Obligations" means the obligations of the Borrower to pay the Third
       Period Minimum Charge as defined in the Take or Pay Deed referred to in
       the definition of BT Site Acquisition Agreement.

       "BT Site Acquisition Agreement" means an agreement dated 15th November,
       2000 as amended by amending agreements dated 4th April, 2002, 21 August,
       2002 and 30 September, 2002 (and as supplemented by a Take or Pay Deed
       dated 15th November, 2000 and amended on or about 4th April, 2002) made
       between the Borrower and BT relating to the development of certain sites
       for transmission services.

       "Business Day" means a day on which banks are open for inter-bank
       payments in London.

       "CC Finance" means Crown Castle UK Finance plc (a company incorporated in
       England and Wales with registered number 3347387).

       "CCCL" means Crown Castle Communications Limited (formerly known as
       Millennium Communications Limited), one of the second parties to this
       Agreement.

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                                       4

       "CCIC" means Crown Castle International Corp.

       "CCIC Affiliate" means a wholly-owned Subsidiary of CCIC other than a
       member of the Borrower's Group.

       "Certifying Financial Officer" means:

       (A)    the senior financial officer of the Borrower; or

       (B)    any other person authorised to sign certificates under this
              Agreement on behalf of the Borrower in place of the senior
              financial officer and who is so authorised by virtue of a
              resolution of the directors of the Borrower (a certified copy of
              which has been delivered to the Agent).

       "Charged Account" means the account of the Borrower with the Agent which
       is the subject of the Deposit Agreement and Charge on Cash Deposits.
       "Charges" means:

       (A)    the Debenture;

       (B)    the Deposit Agreement and Charge on Cash Deposits;

       (C)    each deed of accession executed and delivered pursuant to Clause
              28.2 of the Debenture including the deed of accession entered into
              between CCCL, the Parent and the Agent as of 27th October, 1998;

       (D)    any other document creating in any foreign jurisdiction a form of
              security similar to that created under the Debenture in a form
              satisfactory to the Agent but which shall not contain terms
              materially more onerous than the Debenture;

       (E)    the Scottish Charge;

       (F)    the Northern Irish Charge; and

       (G)    any other document executed in accordance with the terms of a
              "Charge" or this Agreement and expressed to be, or to be
              supplemental to, a Charge.

       "Commitment" means the amount which each Lender has committed to the
       Facility. Each Lender's initial "Commitment" is the amount set out next
       to its name in Schedule 1. This may be reduced or revised in accordance
       with this Agreement. In addition the amount of a Lender's "Commitment"
       may be adjusted by assignments and assumptions in accordance with Clause
       25.2 and novations in accordance with Clause 25.3

       "Company" means any of the Borrower and each Guarantor.

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                                        5

       "Costs Rate" means a rate per annum determined by the Agent and notified
       to the Borrower. This rate will be applied to an outstanding amount in
       sterling for a particular period. It will be calculated in accordance
       with Schedule 2.

       "Debenture" means the debenture creating fixed and floating charges or,
       in the case of the Parent, a charge over the shares held by it in the
       Borrower dated 28th February, 1997 and made between the Parent, the
       Borrower and Credit Suisse First Boston as trustee for the Lenders, any
       Hedging Bank and any Overdraft Bank, as acceded to by CCCL as of 27th
       October, 1998, as supplemented and amended with effect from 18th June,
       1999 and as further supplemented and amended by the Supplemental and
       Amendment Deed.

       "Debt Coverage" has the meaning described in Clause 19.1.

       "Deposit Agreement and Charge on Cash Deposits" means the agreement dated
       28th February, 1997 and made between the Borrower as depositor and Credit
       Suisse First Boston as trustee for the Lenders, any Hedging Bank and any
       Overdraft Bank, as amended with effect from 21st May, 1997 and 18th June,
       1999 and as further amended by the Deposit Charge Amendment Agreement
       with effect from the Amendment Date.

       "Deposit Charge Amendment Agreement" means the agreement dated on or
       before the Amendment Date and made between the Borrower as depositor and
       Credit Suisse First Boston as agent and trustee for the Lenders amending
       the Deposit Agreement and Charge on Cash Deposits (as in effect before
       the Amendment Date).

       "Distribution" means any dividend or other distribution (as defined in
       section 263(2) of the Companies Act 1985, but ignoring section 263(2)(b))
       or any loan to shareholders.

       "Dormant Subsidiary" means:

       (A)    each of those companies listed in Schedule 12; and

       (B)    any other company that is dormant within the meaning of section
              249AA(4) of the Companies Act 1985 or under any other law
              applicable to it in its jurisdiction of incorporation.

       "DTT" means digital terrestrial television.

       "DTT Transmission Business" means the business of providing DTT
       distribution and transmission services.

       "EBITDA" has the meaning described in Clause 19.1.

       "Equivalent Amount" means the amount in the Optional Currency equivalent
       to a specified amount in sterling. The "Equivalent Amount" will be
       calculated using the Exchange Rate applicable to the date on which the
       amount in the Optional Currency is to be or was advanced.

<PAGE>

                                        6

       "EURIBOR" means a rate per annum determined by the Agent and notified to
       the Borrower. This rate will be applied to an outstanding amount in euros
       for a particular period. It will be determined as follows:

       (A)    "EURIBOR" will be the Screen Rate for deposits in euro for that
              period. This rate will be determined at or about 11.00 a.m.
              (Brussels time) on the Rate Fixing Date relating to the first day
              of that period.

       (B)    If there is no Screen Rate for euro for that period, "EURIBOR"
              will be calculated using the rate at which deposits in euro are
              offered to the Reference Banks for that period by leading banks in
              the European inter-bank market. Each Reference Bank will notify
              the Agent of this rate when requested by the Agent. The rate
              notified will be the rate as at 11.00 a.m. (Brussels time) on the
              Rate Fixing Date relating to the first day of that period. The
              Agent will calculate the arithmetic mean of these rates, rounded
              upwards to five decimal places. This will be "EURIBOR" for the
              period. If fewer than two Reference Banks provide the Agent with
              notifications for a particular period, this method of determining
              "EURIBOR" will not be used for that period and Clause 11.3 will
              apply instead.

       "euro" means the single currency of the Participating Member States.

       "Exceptional Items" has the meaning described in Clause 19.1.

       "Excess Cash Flow" has the meaning described in Clause 5.4(G).

       "Exchange Rate" means a rate of exchange for converting an amount in
       sterling into an amount in the Optional Currency. The "Exchange Rate"
       applicable to any date will be the Agent's spot rate for the purchase of
       euro using sterling at or around 11.00 a.m. on the third Business Day
       before that date.

       "Extraordinary Items" has the meaning described in Clause 19.1.

       "Facility" means the revolving loan facility provided by this Agreement.

       "Facility Arrangers" means each of:

       (A)    Credit Suisse First Boston, Mizuho Corporate Bank, Ltd and The
              Royal Bank of Scotland plc, in their capacities as Mandated Lead
              Arrangers;

       (B)    Credit Lyonnais, The Governor and Company of the Bank of Scotland
              and Fortis Bank S.A./N.V. in their capacities as lead arrangers;

       (C)    Scotiabank Europe plc and KBC Finance Ireland in their capacities
              as arrangers.

       "Facility Termination Date" means 18th June, 2006 or, if earlier, the
       date on which the Facility is cancelled in full in accordance with the
       terms of this Agreement.

       "Financial Indebtedness" has the meaning described in Clause 19.1.

<PAGE>

                                        7

       "Financial Model" means the management case model dated 26th September,
       2002 which is described on its face in the Information Memorandum as
       "Management Case", in the agreed form.

       "Financing Document" means each of this Agreement and each Charge (and
       includes each amending agreement relating to any of them).

       "Generally Accepted Accounting Principles" means, at any time, accounting
       principles generally accepted and adopted in England at such time.

       "Group" means the Parent and its Subsidiaries.

       "Guarantee" means the guarantee of amounts due under this Agreement
       contained in Clause 15.

       "Guarantor" means:

       (A)    the Parent, CCCL and each Restricted Subsidiary which has become
              an additional guarantor in accordance with Clause 20.1(R); and

       (B)    the Borrower in respect of the obligations of each Restricted
              Subsidiary under an Overdraft Bank Agreement.

       "Hedging Bank" means any Lender or any affiliate of any Lender which is
       from time to time a party to a Hedging Contract.

       "Hedging Bank Agreement" means an agreement substantially in the form of
       Schedule 10.

       "Hedging Contract" means a contract entered into by the Borrower as part
       of its implementation of the Hedging Policy and includes all transactions
       entered into under that contract.

       "Hedging Policy" means the hedging policy of the Borrower and in a form
       satisfactory to the Agent which is delivered by the Borrower under
       paragraph 15 of Schedule 3.

       "Holding Company" has the meaning described in section 736 of the
       Companies Act 1985.

       "Hutchison 3G Agreement" means an agreement dated 23rd February, 2001 as
       amended by amending agreements dated 26th February, 2001, 10th April,
       2001, and 28th June, 2002 and made between Hutchison 3G UK Limited and
       the Borrower concerning the provision of transmission site sharing
       facilities.

       "Indebtedness for Borrowed Money" of any person means:

       (A)    all obligations of that person for borrowed money;

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                                        8

       (B)    any indebtedness under any acceptance credit opened on behalf of
              that person;

       (C)    the face amount of any bills of exchange (issued for the purposes
              of raising finance) for which that person is liable;

       (D)    all obligations of that person under any bond, debenture, note or
              similar instrument (but excluding any of the same which are issued
              in connection with the performance of obligations under contracts
              which are not payment obligations);

       (E)    all obligations of that person in respect of any interest rate or
              currency swap or forward currency sale or purchase or other form
              of interest or currency hedging transaction (including without
              limit caps, collars and floors);

       (F)    all payment obligations of that person under any finance lease;

       (G)    all obligations of that person in respect of the purchase price
              for goods or services payment of which is more than 90 days
              overdue;

       (H)    all liabilities of that person (actual or contingent) under any
              guarantee, bond, security, indemnity or other agreement in respect
              of any Indebtedness for Borrowed Money of any other person; and

       (I)    any other liability (actual or contingent) undertaken by that
              person for the purpose of raising finance.

       "Information Memorandum" means the information memorandum dated July,
       2002 prepared to assist in the arrangement and syndication of the
       Facility, as supplemented by a revised proposal summary dated 26th
       September, 2002.

       "Instructing Group" means Lenders whose Commitments in aggregate exceed
       66.6% of the total. If, however, an Advance has been made "Instructing
       Group" means Lenders whose participations in the Loan in aggregate exceed
       66.6%. The amount of participations in Advances in the Optional Currency
       will be taken at their Original Sterling Amount.

       "Inter-Company Loan Agreement" means the inter-company loan agreement
       dated 21st May, 1997 between CC Finance and the Borrower, as amended on
       or around 18th June, 1999 and on or around the Amendment Date.

       "Interest" has the meaning described in Clause 19.1.

       "Interest Period" means each period described in Clause 8.1.

       "Investment Amounts" means, in relation to any period, the aggregate of:

       (A)    Indebtedness for Borrowed Money incurred by, provided by or
              otherwise made available during that period by members of the
              Borrower's Restricted Group in

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                                        9

              relation to Unrestricted Entities. For this purpose any contingent
              liabilities will be taken at their maximum amount;

       (B)    loans or other credit provided during that period by members of
              the Borrower's Restricted Group (to the extent not already
              included in paragraph (A) and with any contingent liabilities
              taken at their maximum amount);

       (C)    any investments made during that period by members of the
              Borrower's Restricted Group; and

       (D)    consideration paid during that period by members of the Borrower's
              Restricted Group in respect of Permitted Acquisitions. For this
              purpose the aggregate consideration paid will include any deferred
              purchase price payable (which, in the case of any earn-out, will
              be a fair estimate of the value of this earn-out) and any fair
              estimate of contingent costs or liabilities assumed in connection
              with the Permitted Acquisition (which shall include, in the case
              of joint ventures, any obligation of the type referred to in
              Clause 20.1(L)(i)(c)) details of which, in each case, must be set
              out in reasonable detail in the certificate delivered to the Agent
              by the Certifying Financial Officer under Clause 18.1(l). To the
              extent that amounts have already been taken into account in
              respect of any deferred purchase price payable or contingent costs
              or liabilities assumed these amounts will not be again taken into
              account during the period when they are paid,

       in each case, calculated so as to eliminate any double counting.

       "Lender" means a lender listed in Schedule 1 acting through the office
       appearing under its name on the signature pages or any other office in
       the United Kingdom which it may notify to the Agent. A lender which
       acquires an interest in the Facility by way of assignment or novation
       will become a "Lender" and will act through its office notified to the
       Agent. The expression also includes a successor in title to a Lender. A
       Lender will cease to be a "Lender" if it assigns or novates its entire
       interest in the Facility.

       "Lender Group Company" means a Lender or any Holding Company of a Lender.

       "LIBOR" means a rate per annum determined by the Agent and notified to
       the Borrower. This rate will be applied to an outstanding amount in
       sterling for a particular period. It will be determined as follows:

       (A)    "LIBOR" will be the Screen Rate for deposits in sterling for that
              period. This rate will be determined at or about 11.00 a.m. on the
              Rate Fixing Date relating to the first day of that period.

       (B)    If there is no Screen Rate for deposits in sterling for that
              period, "LIBOR" will be calculated using the rate at which
              deposits in sterling are offered to the Reference Banks for that
              period by leading banks in the London inter-bank market. Each
              Reference Bank will notify the Agent of this rate when requested
              by the Agent. This rate will be determined at or about 11.00 a.m.
              on the Rate Fixing Date relating to the first day of that period.
              The Agent will calculate the

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                                       10

              arithmetic mean of these rates rounded upwards to five decimal
              places. This will be "LIBOR" for the period. If fewer than two
              Reference Banks provide the Agent with notifications for a
              particular period, this method of determining "LIBOR" will not be
              used for that period and Clause 11.3 applies.

       "Loan" means the aggregate principal amount borrowed and not repaid under
       the Facility.

       "Mandated Lead Arrangers" means each of Credit Suisse First Boston,
       Mizuho Corporate Bank, Ltd and The Royal Bank of Scotland plc, in their
       capacities as mandated lead arrangers.

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

       (A)    the ability of the Borrower to perform its obligations under
              Clause 19.2;

       (B)    the ability of the Borrower or (taken as a whole) the Guarantors
              to perform its or their payment obligations under the Financing
              Documents; or

       (C)    the financial condition, business or assets of the Borrower's
              Group (taken as a whole).

       "Material Contract" means:

       (A)    each Transmission Agreement;

       (B)    the NTL Site Sharing Agreement;

       (C)    the BT Site Acquisition Agreement;

       (D)    the Hutchison 3G Agreement;

       (E)    the Sky Access and Technical Services Agreement;

       (F)    the Multiplex Related Agreements; and

       (G)    any other contract generating 10% or more of the Borrower's gross
              revenues (measured annually on the basis of the latest set of
              annual audited accounts of the Borrower delivered to the Agent
              under Clause 18.1(a)).

       "Multiplex Related Agreements" means any agreement entered into by a
       member of the Borrower's Group under which such member agrees to provide
       multiplexing and/or distribution and transmission services in relation
       to:

       (A)    any of the MUX Licences; or

       (B)    the licence granted to the BBC to operate the DTT multiplex known
              as "multiplex B",

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                                       11

       in each case with an annual contract value of (Pounds)5,000,000 or more
       (measured annually on the basis of the latest set of annual audited
       accounts of the Borrower delivered to the Agent under Clause 18.1(a)).
       This definition expressly excludes the MUX Licences and the licence
       granted to the BBC to operate the DTT multiplex known as "multiplex B".

       "MUX Licences" means the licences to operate:

       (A)    the DTT multiplex formerly operated by ITV Digital plc and known
              as "multiplex C"; and

       (B)    the DTT multiplex formerly operated by ITV Digital plc and known
              as "multiplex D".

       "Net Cash Interest" has the meaning described in Clause 19.1.

       "Net Disposal Proceeds" means, in respect of a disposal, the gross
       proceeds of that disposal minus:

       (A)    reasonable costs of the disposal;

       (B)    liabilities (including, without limitation, liabilities to the
              BBC) which are required to be discharged as a result of the
              disposal (other than liabilities incurred in contemplation of it);

       (C)    provisions which the directors reasonably determine need to be
              made for taxes arising as a result of the disposal; and

       (D)    where the asset which is the subject of the disposal is being
              replaced, the cost of the replacement asset to the extent that it
              is acquired for cash within the period 6 months before or after
              the disposal.

       If the "Net Disposal Proceeds" would be a negative number it will be
       taken to be zero. Where a disposal is made for non-cash consideration,
       the gross proceeds of that disposal will be calculated as the market
       value of the assets disposed of, as certified to the Agent by the
       Borrower and, if the Agent requests, the Borrower's auditors.

       "Net Value Reduction" has the meaning described in Clause 20.1(EE)

       "New Subsidiary" has the meaning given to it in Clause 20.1(R)(ii).

       "Northern Irish Charge" means the agreement dated 1st July, 1999 and made
       by the Borrower in favour of the Agent as trustee for the Lenders
       creating a first fixed charge over certain real properties located in
       Northern Ireland as supplemented and amended by the Supplemental and
       Amendment Indenture.

       "NTL Site Sharing Agreement" means the agreement dated 10th September,
       1991 between National Transcommunications Limited and the BBC relating to
       site sharing.

<PAGE>

                                       12

       "Optional Currency" means euro.

       "Original Sterling Amount" means the sterling equivalent of an amount in
       the Optional Currency. The "Original Sterling Amount" will be derived by
       using the Exchange Rate applicable to the date on which the amount in the
       Optional Currency is to be or was advanced.

       "Overdraft Bank" means any Lender or any affiliate of any Lender which
       from time to time provides Overdraft Facilities.

       "Overdraft Bank Agreement" means an agreement substantially in the form
       of Schedule 9.

       "Overdraft Facilities" means any overdraft facilities (which may be in
       sterling or other currencies) provided to the Borrower or any other
       member of the Borrower's Restricted Group by Overdraft Banks which have
       signed Overdraft Bank Agreements with the Borrower or, as the case may
       be, the other member of the Borrower's Restricted Group.

       "Parent" means Crown Castle UK Holdings Limited (formerly known as Castle
       Transmission Services (Holdings) Ltd.), one of the second parties to this
       Agreement.

       "Participating Member States" means those member states of the European
       Union from time to time that adopt or have adopted the euro as their
       lawful currency in accordance with legislation of the European Community
       relating to Economic Monetary Union.

       "Permitted Acquisition" has the meaning described in Clause 20.1(L)(i).

       "Permitted Disposal" has the meaning described in Clause 5.3(B)

       "Pledge" means the Security Agreement - Pledge dated 19th April, 2001
       given by the Parent in favour of The Chase Manhattan Bank.

       "Potential Termination Event" means an event or state of affairs which is
       mentioned in Clause 21.1 but which has not become a Termination Event
       because a period has not elapsed or a notice has not been given.

       "Quarter" means a financial quarter of the Borrower's financial year.

       "Qualifying Lender" means a Lender which is:

       (A)    a U.K. Lender; or

       (B)    a Treaty Lender.

       "Rate Fixing Date" means the day on which quotes are customarily taken
       for the relevant period:

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                                       13

       (A)    in the case of LIBOR, for deposits in sterling in the London
              inter-bank market; or

       (B)    in the case of EURIBOR, for deposits in euros in the European
              inter-bank market,

       in either case for delivery on the Advance Date (which, in relation to
       euro, means a day on which the Trans-European Automated Real time Gross
       settlement Express Transfer system (TARGET) is open).

       "Real Property Transactions" has the meaning described in Clause
       20.1(EE).

       "Reduction Date" means each of 30th June, 2004, 31st December, 2004, 30th
       June, 2005 and 31st December, 2005. If any of those dates is not a
       Business Day that "Reduction Date" will instead be the next Business Day,
       unless that day is in another calendar month. Where it is in another
       calendar month that "Reduction Date" will instead be the preceding
       Business Day.

       "Reference Banks" means, initially, the principal London offices of
       Credit Suisse First Boston, The Royal Bank of Scotland plc and Scotiabank
       Europe plc (or, in the case of an amount in euros and except for
       Scotiabank Europe plc, their respective Brussels offices). The Agent,
       following consultation with the Borrower and the Lenders, may replace a
       "Reference Bank" with another Lender or an affiliate of a Lender. This
       replacement will take effect when notice is delivered to the Borrower and
       the Lenders.

       "Restricted Subsidiary" means any Subsidiary of the Borrower which is not
       then an Unrestricted Subsidiary and which, accordingly, is either:


       (A)    required to become a Guarantor for the purposes of Clause 20.1(R);
              or

       (B)    not required to become a Guarantor for the purposes of Clause
              20.1(R) as a result of Clause 20.1(R)(v).

       "Scottish Charge" means the standard security granted by the Borrower to
       the Agent as trustee for the Lenders (with the consent of the Parent and
       CCCL) dated 1st July, 1999 and recorded in the Divisions of the General
       Register of Sasines for the Counties of Orkney and Shetland, Ross and
       Cromarty and Argyll on 8th July, 1999 over certain heritable properties
       located in Scotland.

       "Screen Rate" means the rate shown on:

       (A)    in the case of LIBOR, Telerate page 3750; or

       (B)    in the case of EURIBOR, Telerate page 248.

       If either of these pages is replaced by another which displays the rates
       for inter-bank deposits offered by leading banks in London (in the case
       of LIBOR) or Europe (in the case of EURIBOR) the Agent may nominate an
       alternative page for the affected page.

<PAGE>

                                       14

       "Security" means security of any type created or existing over any asset.
       "Security" will also include retention of title arrangements, rights to
       retain possession and any arrangement providing a creditor with a prior
       right to an asset, or its proceeds of sale, over other creditors in a
       liquidation.

       "ServicesCo" means DTV Services Limited, a company incorporated in
       England (number 4435179) whose registered office is at 1 Fleet Place,
       London EC4M 7WS, in which the original shareholders are the Borrower, BBC
       Free to View Limited and Sky, which company shall be responsible for
       providing services to multiplex licence holders (including the holders of
       the MUX Licences) and content providers.

       "Sky" means British Sky Broadcasting Limited, a company incorporated in
       England (number 2906991).

       "Sky Access and Technical Services Agreement" means the agreement between
       the Borrower, the Parent, CCCL and Sky dated 23rd August, 2002 relating
       to the provision by Sky of programme and additional services and the
       provision by the Borrower of DTT multiplexing distribution and
       transmission services to Sky.

       "Standby L/C" means the Standby Letter of Credit no. SBN01/501173 issued
       on 18th April, 2001 and renewed on 4th April, 2002 by JPMorgan Chase Bank
       in favour of BT. It includes any further renewals of that Standby Letter
       of Credit.

       "Standby L/C Application" means the Application and Agreement for
       Irrevocable Standby Letter of Credit dated 10th April, 2001 made by the
       Parent to The Chase Manhattan Bank, pursuant to which the Standby L/C has
       been issued.

       "Subordinated Loan Agreement" means the agreement dated 27th February,
       1997 between the Borrower, the Parent and the Agent relating to the
       provision of subordinated loans by the Parent to the Borrower.
       "Subsidiary" has the meaning described in section 736 of the Companies
       Act 1985.

       "Substitution Certificate" means a document substantially in the form set
       out in Schedule 4.

       "Supplemental and Amendment Deed" means the deed dated on or before the
       Amendment Date and made between the Parent, the Borrower, CCCL and Credit
       Suisse First Boston as trustee for the Lenders, any Hedging Bank and any
       Overdraft Bank supplementing and amending the Debenture (as in effect
       before the Amendment Date).

       "Supplemental and Amendment Indenture" means the Supplemental and
       Amendment Indenture between the Borrower and the Agent as trustee for the
       Lenders, dated on or about the Amendment Date supplementing and amending
       the Northern Irish Charge.

       "Termination Event" has the meaning described in Clause 21.1.

<PAGE>

                                       15

       "Total Annual Investment Limit" means, in each financial year, the figure
       which is 10% of the gross assets of the Borrower's Restricted Group (as
       shown in the statement extracted from the latest annual audited
       consolidated accounts of the Group delivered to the Agent under Clause
       18.1(b)(ii) at the time the relevant calculation in respect of the
       financial year in question is being made).

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

       "Total Interest Payable" has the meaning described in Clause 19.1.

       "Transmission Agreements" means the Analogue Transmission Agreement, the
       BBC DTT Transmission Agreement No. 1 and the BBC DTT Transmission
       Agreement No. 2 or any of them as the context requires.

       "Treaty Lender" means a Lender which, on the date a payment of interest
       falls due under this Agreement:

       (A)    is resident (as defined in the appropriate double taxation
              agreement) in a country with which the United Kingdom has a double
              taxation agreement giving residents of that country complete
              exemption from taxation imposed by the United Kingdom on interest;
              and

       (B)    does not carry on a business in the United Kingdom through a
              permanent establishment with which the payment is effectively
              connected.

       "U.K. Lender" means a Lender in respect of which both of the following
       are true:

       (A)    In respect of any payment of interest to be made to it, the Lender
              will be, at the date the principal amount on which that interest
              accrued is advanced, a bank for the purposes of section 349(3) of
              the Income and Corporation Taxes Act 1988.

       (B)    In respect of any payment of interest to be made to it, the person
              beneficially entitled to that payment of interest at the time it
              is paid is within the charge to United Kingdom corporation tax in
              respect of that interest.

       "Unrestricted Entity" means each Unrestricted Subsidiary and any other
       entity in which a member of the Borrower's Restricted Group holds a less
       than majority interest.

       "Unrestricted Entities Investment Limit" means, at any time, the figure
       which is 10% of the gross assets of the Borrower's Restricted Group (as
       shown in the statement extracted from the latest annual audited
       consolidated accounts of the Group delivered to the Agent under Clause
       18.1(b)(ii) at the time the relevant calculation in respect of the
       financial year in question is being made).

       "Unrestricted Subsidiary" has the meaning described in Clause
       20.1(R)(ii).

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                                       16

1.2  Interpretation of certain references

     Unless a contrary intention is indicated:

     (A)  References to Clauses and Schedules are to Clauses of, and the
          Schedules to, this Agreement. References to paragraphs are to
          paragraphs in the same sub-clause. References to sub-paragraphs are to
          sub-paragraphs in the same paragraph.

     (B)  References to other documents include those documents as they may be
          amended in the future.

     (C)  References to times are to London time.

     (D)  References to assets are to present and future assets and include
          revenues.

     (E)  References to "(Pounds)", to "pounds" and to "sterling" are to UK
          pounds sterling.

     (F)  References to fees or expenses include any value added tax on those
          fees or expenses.

     (G)  References to statutes and statutory instruments are to those statutes
          and statutory instruments as amended and in force from time to time.

     (H)  References to any document in "agreed form" are to that document in
          the form agreed between the parties, as evidenced by the form of that
          document being initialled for the purpose of identification by Norton
          Rose and Slaughter and May.

     (I)  References to a "financial year" of the Borrower are references to a
          year starting on 1st January and ending on 31st December. This applies
          even where the Borrower's statutory accounting reference date is a
          date other than 31st December.

     (J)  References to:

          (i)    "this Agreement" are references to the Loan Agreement dated
                 28th February, 1997 between the Borrower, the Parent, the
                 Lenders, the Agent and others as amended by the amendment
                 agreements dated 21st May, 1997, 18th June, 1999, 21st August,
                 2001 and 20th November, 2002 and as supplemented by the
                 additional guarantor agreement dated with effect from 27th
                 October, 1998 under which CCCL acceded as a party to this
                 Agreement.

          (ii)   the "Amendment Date" are references to the date on which the
                 fourth amendment to this Agreement becomes effective, which is
                 expected to be 22nd November, 2002.

<PAGE>

                                       17

1.3  Headings

     All headings and titles are inserted for convenience only. They are to be
     ignored in the interpretation of this Agreement.

1.4  Calculations

     Interest and commitment fee will be calculated using the following
     formula:

                                     D
                                 I = -- x R x A
                                     Y

     where:
             I =    interest or commitment fee accrued;

             D =    number of days in the period for which the interest or
                    commitment fee is to be calculated, including the first day
                    but excluding the last day;

             R =    the rate of interest or commitment fee, expressed as a
                    fraction;

             A =    the amount on which interest or commitment fee is being
                    calculated; and

             Y =    365 or, in the case of an amount in euro, 360.

     Interest and commitment fee will be treated as accruing uniformly over each
     period on a daily basis.

     In some cases "R" or "A" may change during a period for which interest and
     commitment fee is to be calculated. In this case the interest and
     commitment fee will be calculated for successive periods and then
     aggregated. These successive periods will be the periods during which "R"
     and "A" were constant.

1.5  Reimbursements

     If a party wishes to claim reimbursement of any amount to which it is
     entitled it will deliver a demand to the reimbursing party. This will set
     out the losses, expenses or other amounts to be reimbursed. It must also
     specify the currency of reimbursement. The reimbursing party agrees to pay
     those amounts to the party entitled to them no later than two Business Days
     after the delivery of the demand to the reimbursing party. Where there is
     an outstanding Termination Event, payment will be due instead on delivery
     of this demand.

<PAGE>

                                       18

1.6  The Contracts (Rights of Third Parties) Act 1999

(A)  Clause 22.8(B) confers a benefit on the directors, employees and agents of
     the Agent (each a "Third Party") and, subject to the remaining provisions
     of this Clause 1.6, is intended to be enforceable and relied on by any
     Third Party by virtue of the Contracts (Rights of Third Parties) Act 1999.

(B)  The parties to this Agreement do not intend that any of its terms, apart
     from Clause 22.8(B), should be enforceable, by virtue of the Contracts
     (Rights of Third Parties) Act 1999, by any person who is not a party to it.

(C)  Notwithstanding the provisions of paragraph (A), this Agreement may be
     rescinded or varied in any way and at any time by the parties to this
     Agreement without the consent of any Third Party.

<PAGE>

                                       19

                              PART II: THE FACILITY

2.   THE FACILITY

2.1  Amount and nature

     The Facility is a (Pounds)120,000,000 revolving loan facility under which
     advances in either sterling or the Optional Currency may (subject to the
     terms and conditions of this Agreement) be made by the Lenders to the
     Borrower.

2.2  Purpose

     The Borrower agrees to use the proceeds of all Advances to:

     (A)  refinance existing Indebtedness for Borrowed Money; and

     (B)  finance its working capital and capital expenditure and for its other
          general corporate purposes, including for the purpose of making
          Permitted Acquisitions permitted under Clause 20.1(L).

     Without prejudice to the obligations of the Borrower under this sub-clause
     2.2, neither the Agent nor the Lenders nor any of them shall be obliged to
     concern themselves with the application of amounts to be used or raised by
     the Borrower under this Agreement.

2.3  Availability after the Amendment Date

     The Borrower may borrow under the Facility (in its amended form as set out
     in this Agreement) on or after the Amendment Date after the Agent has
     received all the items listed in Schedule 3 in a form satisfactory to the
     Agent or, where the form has been agreed prior to the signing of this
     Agreement, in the agreed form.

2.4  Expiry of availability

     The Borrower may not borrow Advances after the Facility Termination Date.

2.5  Security

     All amounts owing under this Agreement will be secured by the Charges.

<PAGE>

                                       20

3.   THE LENDERS AND THE BORROWER

3.1  Rights and obligations

     The rights and obligations of each Lender under the Financing Documents are
     separate and independent from the rights and obligations of each other
     Lender. A Lender may take proceedings against the Borrower or a Guarantor
     on its own without joining any other Lender to those proceedings.

3.2  Failure to perform

     If a Lender fails to perform its obligations the Borrower and the
     Guarantors will have rights solely against that Lender. The obligations of
     the Borrower and the Guarantors to the Agent, the Facility Arrangers and
     the other Lenders will not be affected by this failure.

3.3  Participations

     The participation of a Lender in an Advance will be calculated using the
     following formula:

                                        C
                                    P = - x A
                                        F

     where:

             P    =    the participation of that Lender in the Advance;

             C    =    the Available Commitment of that Lender on the Advance
                       Date for that Advance;

             F    =    the aggregate Available Commitments of all the Lenders on
                       that Advance Date; and

             A    =    the amount of the Advance.

     The Agent may round participations upwards or downwards to the nearest unit
     of currency.

4.   FEES AND EXPENSES

4.1  Front-end fee

     The Borrower agrees to pay a front-end fee to the Facility Arrangers. The
     amount of this fee, the timing of payment and the payees are described in a
     letter from Credit Suisse First Boston to the Borrower dated 27th
     September, 2002. This fee may be shared amongst the Facility Arrangers and
     Lenders in accordance with the agreement between

<PAGE>

                                       21

     the Facility Arrangers and each Lender (but that agreement shall be of no
     concern to the Borrower, who shall obtain a good discharge by making
     payment in accordance with the above-mentioned letter).

4.2  Agency fee

     The Borrower agrees to pay an agency fee to the Agent. The amount of this
     fee and the timing of payment are described in a letter from Credit Suisse
     First Boston to the Borrower dated 27th September, 2002.

4.3  Commitment fee

     A commitment fee will accrue on the aggregate of the Available Commitments
     of each Lender. This fee will accrue from the Amendment Date until the
     Facility Termination Date.

     The Borrower agrees to pay the fee to each Lender in arrears at
     three-monthly intervals and on the Facility Termination Date.

     The rate of the fee applicable to each three-monthly period or shorter
     period ending on the Facility Termination Date will be half the Applicable
     Margin per annum of the Available Commitment which would apply on the first
     day of the relevant period if an Advance was made on that date.

4.4  Reimbursement of initial expenses

     Credit Suisse First Boston, in its capacity as a Mandated Lead Arranger and
     as Agent, has incurred and will incur expenses in connection with the
     arrangement of the Facility. The Borrower agrees to reimburse Credit Suisse
     First Boston for the amount of these expenses to the extent reasonably
     incurred. They include the legal fees incurred in the negotiation,
     preparation and signature of the Financing Documents. They also include
     expenses incurred (after as well as before the Amendment Date) in
     perfecting any security constituted by the Charges and as part of the
     syndication process of the amended Facility arranged by the Facility
     Arrangers.

4.5  Documentary taxes

     This sub-clause applies if any registration fee, stamp duty or other
     documentary tax is required to be paid on or in connection with a Financing
     Document, any document referred to in or contemplated by a Financing
     Document or any judgment obtained in connection with a Financing Document.
     It also applies if a fee, duty or tax is payable in order for any of these
     documents to be valid, binding and enforceable, for the Security under the
     Charges to be perfected or for the Financing Documents to be admitted as
     evidence in court. In these circumstances the Borrower agrees to pay the
     fee, duty or tax together with any interest or penalty for late payment.
     Alternatively, the Agent or a Lender may make the payment. If it does so,
     the Borrower agrees to reimburse the

<PAGE>

                                       22

     Agent or that Lender for the amount paid and the losses and expenses
     incurred as a result of the payment.

4.6  Protection of rights

     A Facility Arranger, the Agent or a Lender may incur expenses in
     protecting, preserving or (if any Company is in breach of its obligations
     under the Financing Documents) enforcing its rights under the Financing
     Documents. The Borrower agrees to reimburse that Facility Arranger, the
     Agent or that Lender for the amount of these expenses.

4.7  Expenses relating to amendments

     The Borrower agrees to reimburse the Agent for the expenses that it or any
     of the Lenders incurs as a result of:

     (A)  any request made by the Borrower to waive or amend a term of the
          Financing Documents; or

     (B)  any amendments to the Financing Documents made as a result of the
          introduction or operation of the euro.

5.   CANCELLATION AND REDUCTION

5.1  Voluntary cancellation

     The Borrower may cancel the whole or part of the Total Commitments by
     giving notice to the Agent. This notice will take effect five Business Days
     after it is received by the Agent unless a later date is specified in the
     notice. In that case the notice will take effect on the specified date. A
     cancellation of anything less than the full amount of the Facility will,
     however, only take effect if the conditions in Clause 5.2 are satisfied.
     The Borrower may only cancel a part of the Total Commitments which is a
     minimum amount of (Pounds)5,000,000 and an integral multiple of
     (Pounds)1,000,000.

5.2  Conditions precedent to voluntary cancellation

     A voluntary cancellation of anything less than the full amount of the
     Facility under Clause 5.1 will only be effective if both the following are
     true:

     (A)  The Agent has received a certificate signed by the Certifying
          Financial Officer or a director of the Borrower. The certificate must
          relate to the proposed cancellation. It must state that, after the
          cancellation takes effect, the Borrower will have sufficient sources
          of liquidity in existence to meet its ongoing working capital and
          general corporate requirements. The certificate must be received by
          the Agent no later than the time it receives the notice of
          cancellation.

<PAGE>

                                       23

     (B)  Reasonable evidence of the sources of liquidity referred to in
          paragraph (A) has been delivered to the Agent before the cancellation
          is due to take effect. This is only required if Lenders comprising an
          Instructing Group request the Agent to demand this evidence. These
          requests must be received by the Agent by no later than 5.00 p.m. on
          the third Business Day before the date the proposed cancellation would
          otherwise take effect.

5.3  Mandatory cancellation on disposals

     (A)  Obligation to cancel: The Borrower agrees to cancel all or part of the
           Total Commitments in accordance with this sub-clause.

     (B)   Circumstances in which obligation to cancel arises: The Borrower will
          be obliged to make a cancellation under this sub-clause following the
          disposal of any of the assets of the Borrower or any of its Restricted
          Subsidiaries (a "Disposal Event"). This paragraph does not apply to
          the following disposals (each of (i), (ii), (iii) and (iv) below being
          a "Permitted Disposal"):

          (i)    Disposals of obsolete or unused assets or as waste.

          (ii)   Disposals on arm's length terms where the aggregate fair market
                 value of the assets disposed of in any financial year of the
                 Borrower does not exceed the lower of:

                 (a)  10% of the gross assets of the Borrower's Restricted Group
                      (as shown in the statement extracted from the latest
                      annual audited consolidated accounts of the Group
                      delivered to the Agent under Clause 18.1(b)(ii) at the
                      time the relevant calculation in respect of the financial
                      year in question is being made); and

                 (b)  10% of annualised EBITDA (calculated by multiplying by two
                      the figure which is the aggregate of EBITDA for the last
                      two Quarters).

          (iii)  Disposals between the Borrower and any Restricted Subsidiary
                 (which is a wholly-owned member of the Borrower's Restricted
                 Group) or between Restricted Subsidiaries (each of which is a
                 wholly-owned member of the Borrower's Restricted Group).

          (iv)   Disposals of assets for other assets comparable or superior as
                 to type, value and quality.

          (v)    Disposals where the asset which is the subject of the disposal

                 is being replaced to the extent that the Net Disposal Proceeds
                 are applied to acquire the replacement asset within the period
                 6 months before or after the disposal.

<PAGE>

                                       24

          (vi)   Disposals by a Restricted Subsidiary where each of the
                 following is true:

                 (a)  the Restricted Subsidiary is prevented by applicable law
                      from making an amount equal to the Net Disposal Proceeds
                      available to the Borrower for it to make any payment
                      resulting from a Disposal Event;

                 (b)  the Borrower and that Restricted Subsidiary have used all
                      reasonable endeavours to enable an amount equal to the Net
                      Disposal Proceeds to be made available to the Borrower so
                      that any payment resulting from the Disposal Event can be
                      made; and

                 (c)  the Borrower or that Restricted Subsidiary pays an amount
                      equal to the Net Disposal Proceeds into a blocked
                      interest-bearing account held with the Agent or a nominee
                      of the Agent and charged to the Agent as trustee or agent
                      (or both) for the Lenders under a document expressed to be
                      a Charge.

          (vii)  Disposals by way of assignment, sub-licence or other transfer
                 (in any such case on an arm's length basis on commercial terms)
                 of either or both of the MUX Licences or of any multiplex
                 capacity conferred by such MUX Licences or either of them.

          (viii) Real Property Transactions permitted under Clause 20.1(EE).

     (C)  Amount of mandatory cancellation: The amount of the Total Commitments
          which will be cancelled under this sub-clause will be an amount equal
          to the Net Disposal Proceeds.

     (D)  Timing of mandatory cancellation: The amount of the Total Commitments
          due to be cancelled under this sub-clause will be cancelled on the
          date two Business Days after receipt by a member of the Borrower's
          Restricted Group of the proceeds of the disposal.

          Where the disposal proceeds are received as deferred cash
          consideration, the due date for cancellation will be deferred until
          the date two Business Days after the Borrower or any of its Restricted
          Subsidiaries realises cash from those proceeds.

          Where the disposal proceeds are applied towards the cost of a
          replacement asset as described in Clause 5.3(B)(v) and in paragraph
          (D) of the definition of "Net Disposal Proceeds" in Clause 1.1, the
          due date for cancellation will be deferred (by no more than 6 months)
          until the date two Business Days after the replacement asset is
          acquired (if this occurs after receipt by a member of the Borrower's
          Restricted Group of the Net Disposal Proceeds).

<PAGE>

                                       25

     (E)  Insufficient undrawn Commitments: Clause 10.2 applies to the extent
          that the amount of the cancellation exceeds the Available Commitments.

     (F)  Suspension of mandatory cancellation obligation: The requirement to
          make a cancellation under this sub-clause will, however, no longer
          apply after the date on which annualised Debt Coverage (computed in
          accordance with Clause 8.8(B)) is equal to or below 2.5:1 for two
          successive Quarters and for so long as:

          (i)    the annualised Debt Coverage remains at no more than 2.5:1; and

          (ii)   the Certifying Financial Officer confirms in writing in a
                 certificate delivered to the Agent under Clause 18.1(p), at the
                 same time as the delivery of each set of quarterly management
                 accounts under  Clause 18.1(c), that, to the best of his
                 knowledge, having made all reasonable enquiries, and without
                 personal liability, the Disposal Events which are proposed to
                 take place in the quarter following that to which the quarterly
                 management accounts delivered relate will not result in the
                 Borrower failing to maintain annualised Debt Coverage at below
                 2.5:1 at any time during the next four full Quarters following
                 the date on which the last of proposed Disposal Events
                 specified in the certificate is due to take place.

5.4  Mandatory cancellation on Excess Cash Flow

     (A)  Obligation to cancel: The Borrower agrees to cancel all or part of the
          Total Commitments in accordance with this sub-clause.

     (B)  Circumstances in which obligation to cancel arises: The Borrower will
          be obliged to make a cancellation under this sub-clause where the
          Excess Cash Flow in respect of a financial year (including any
          financial year in which the Facility Termination Date falls) is
          positive (an "Excess Cash Flow Event").

     (C)  Amount of mandatory cancellation: The amount of the Total Commitments
          which will be cancelled under this sub-clause will be an amount equal
          to half the amount of the positive Excess Cash Flow described in
          Clause 5.4(B).

     (D)  Timing of mandatory cancellation: The amount of the Total Commitments
          due to be cancelled under this sub-clause will be cancelled on the
          earlier of:

          (i)    the date 90 days after the date of delivery to the Agent of the
                 certificate relating to Excess Cash Flow described in Clause
                 18.1(j) (with the date of delivery of this certificate being
                 the "Excess Cash Flow Certificate Delivery Date"); and

          (ii)   if Clause 10.3 applies, the first date after the Excess Cash
                 Flow Certificate Delivery Date which is the last day of an
                 Interest Period in

<PAGE>

                                       26

                 respect of an Advance which is in an amount equal to or greater
                 than the amount due for cancellation under this sub-clause.

     (E)  Insufficient undrawn Commitments: Clause 10.3 applies to the extent
          that the amount of the cancellation exceeds the Available Commitments.

     (F)  Suspension of mandatory cancellation obligation: The requirement to
          make a cancellation under this sub-clause will, however, no longer
          apply after the date on which annualised Debt Coverage (computed in
          accordance with Clause 8.8(B)) is equal to or below 2.5:1 for two
          successive Quarters and for so long as the annualised Debt Coverage
          remains at no more than 2.5:1.

     (G)  Excess Cash Flow: In this Agreement "Excess Cash Flow" for any
          financial year (the "current financial year") means EBITDA for the
          current financial year:

          (i)    minus any non-cash charges included in establishing EBITDA for
                 the current financial year which are provisions for cash
                 expenditure due to be made in the next financial year;

          (ii)   plus, to the extent not already taken into account in the
                 calculation of EBITDA, any non-cash charges deducted in
                 establishing Excess Cash Flow for the previous financial year
                 which were provisions for cash expenditure in the current
                 financial year, but where that cash expenditure was not made in
                 the current financial year;

          (iii)  plus the amount of any tax rebate or credit in respect of any
                 corporation tax or withholding tax or their equivalent in any
                 relevant jurisdiction actually received in cash by any member
                 of the Borrower's Restricted Group during the current financial
                 year;

          (iv)   minus the Net Disposal Proceeds received during the current
                 financial year to the extent applied in (or reserved for)
                 prepayment of the Loan pursuant to Clause 10.2;

          (v)    minus Net Cash Interest for the current financial year;

          (vi)   minus all corporation tax and withholding tax or their
                 equivalent in any relevant jurisdiction actually paid or
                 falling due for payment during the current financial year (but
                 excluding any amount paid in the current financial year which
                 was included in the Excess Cash Flow computation for a previous
                 financial year because it fell due in that previous financial
                 year);

          (vii)  minus the aggregate principal amount of Indebtedness for
                 Borrowed Money (other than of a revolving nature) falling due
                 for repayment in the current financial year or prepaid in the
                 current financial year under Clause 10.1;

<PAGE>

                                       27

          (viii) minus:

                 (a)  all capital expenditure made during the current financial
                      year; less

                 (b)  the amount deducted pursuant to sub-paragraph (ix) in the
                      Excess Cash Flow calculation made in respect of the
                      previous financial year less the amount added pursuant to
                      sub-paragraph (x) in respect of the current financial
                      year;

          (ix)   minus capital expenditure included in the budget for the
                 current financial year (and not included in the budget for any
                 previous financial year) but not spent in the current financial
                 year, but so that an amount may only be deducted under this
                 sub-paragraph to the extent that a deposit equal to this amount
                 is made, specifically for this purpose, into the Charged
                 Account on or before the date on which the audited financial
                 statements for the current financial year in respect of the
                 Group are delivered to the Agent pursuant to Clause 18.1(b);

          (x)    plus the amount determined in accordance with the following
                 formula:

                                A = D - (CE - B)

                 where:

                 A   =  the amount to be determined under this sub-paragraph
                        (but if the result of the computation is to produce a
                        negative number, A will be zero)

                 D   =  the amount deducted pursuant to sub-paragraph (ix) in
                        respect of the previous financial year

                 CE  =  capital expenditure in the current financial year

                 B   =  the capital expenditure in the budget for the current
                        financial year (and not included in the budget for any
                        previous financial year)

                 but so that if CE - B produces a negative result it will be
                 treated as zero and so A = D.

5.5  Mandatory cancellation on flotation

     The Facility will be cancelled automatically upon the occurrence of the
     circumstances giving rise to an obligation to prepay the Loan as described
     in Clause 10.4.

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                                       28

5.6  No reborrowing after cancellation

     The Borrower may not borrow any part of the Total Commitments which has
     been cancelled or which is the subject of a notice of voluntary
     cancellation.

5.7  Effect of cancellation

     When any cancellation takes effect the Commitments of each of the Lenders
     will be reduced by an aggregate amount equal to the reduction of the Total
     Commitments. Each Lender's Commitment will be reduced in the same
     proportion.

     This does not apply to a cancellation under Clause 11.1(B), Clause 11.2(D)
     or Clause 11.4(E). Those Clauses set out the manner in which cancellation
     under their terms takes effect.

5.8  Reduction in Total Commitments

     On each Reduction Date the Total Commitments on that date shall be reduced
     by the lesser of the amount set opposite the relevant Reduction Date below
     and the amount of the Total Commitments on that date:

               Reduction Date                    Amount of reduction ((Pounds))
               --------------                    ---------------------

               30th June, 2004                          13,500,000

             31st December, 2004                        13,500,000

               30th June, 2005                          20,500,000

             31st December, 2005                        20,500,000

     Each Lender's Commitment will be reduced in the same proportion.

     If the Total Commitments have not been reduced to zero before the Facility
     Termination Date they shall be automatically reduced to zero on that date.

<PAGE>

                                       29

                      PART III: UTILISATION OF THE FACILITY

6.   ADVANCES

6.1  Notice to the Agent

     When the Borrower wishes to borrow an Advance under the Facility it will
     deliver an Advance Request to the Agent. The Advance Request must be
     properly completed and signed by an Authorised Person on behalf of the
     Borrower and must specify:

     (A)  the amount to be borrowed;

     (B)  the currency of the borrowing;

     (C)  the length of the Interest Period; and

     (D)  the date of the borrowing. This date must be no sooner than:

          (i)    in relation to Advances in sterling, the first Business Day
                 after the date the Agent receives the Advance Request; or

          (ii)   in relation to Advances in the Optional Currency, the third
                 Business Day after the date the Agent receives the Advance
                 Request.

     For these purposes if the Agent receives the Advance Request on a day which
     is not a Business Day or after 10.00 a.m. on a Business Day, it will be
     treated as having received the Advance Request on the following Business
     Day.

6.2  Limitations on Advances

     The following limitations apply to Advances:

     (A)  No Advance may exceed the Available Commitments of all the Lenders.
          This limitation will be applied as at the Advance Date. For this
          purpose:

          (i)    any part of the Total Commitments which is subject to a notice
                 of voluntary cancellation will be treated as cancelled;

          (ii)   the amount of any Advance due to be repaid on the Advance Date
                 will be treated as having been repaid;

          (iii)  any other Advance due to be made on the Advance Date will be
                 treated as having been made; and

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                                       30

          (iv)   Advances in the Optional Currency will be taken into account at
                 their Original Sterling Amount.

     (B)  Each Advance must be a minimum of (Pounds)5,000,000 and an integral
          multiple of (Pounds)1,000,000 or be the aggregate of the Available
          Commitments. An Advance in the Optional Currency must be either:

          (i)    a minimum of the Equivalent Amount of (Pounds)5,000,000 and an
                 integral multiple of the Equivalent Amount of
                 (Pounds)1,000,000; or

          (ii)   the Equivalent Amount of the uncancelled and undrawn amount of
                 the Facility.

     (C)  The Advance Date of any Advance must be a Business Day on or after the
          Amendment Date and at least one month before the Facility Termination
          Date.

     (D)  The Interest Period of each Advance must comply with Clause 8.

     (E)  If the Advance is not to be in sterling, Clause 7 applies.

     (F)  There must be no more than ten Advances outstanding at any one time.
          For this purpose, as at any Advance Date any Advance due to be repaid
          on the Advance Date will be treated as having been repaid on that
          Advance Date.

6.3  Notice to the Lenders

     The Agent agrees to provide promptly details of each Advance Request to
     each Lender. These details will also include the amount of the Lender's
     participation in the Advance.

6.4  Conditions to borrowing

     The Lenders will only be obliged to make an Advance to the Borrower if:

     (A)  the Facility is available in accordance with Clause 2;

     (B)  a properly completed and signed Advance Request has been received by
          the Agent;

     (C)  the representations in Clause 17.1 (other than, in the case of any
          Advance after the first Advance made on or after the Amendment Date,
          paragraphs (S) and (T) of Clause 17.1) are true on the Advance Date;
          and

     (D)  there is no outstanding Termination Event or Potential Termination
          Event on the Advance Date,

<PAGE>

                                       31

         but so that paragraph (C) in respect of Clause 17.1(G) and paragraph
         (D) shall not prevent the rollover of an existing Advance (without
         increasing the amount of this Advance) for an Interest Period of no
         more than one month at any time when no Termination Event has occurred
         and is continuing.

6.5      Obligation to advance funds

         If the requirements of this Clause are satisfied each Lender agrees to
         advance its participation in the Advance to the Borrower. The Advance
         will be made on the date specified in the Advance Request.

6.6      Consequences of the Advance not being made

         If the Advance Request is delivered but no Advance is made the Lenders
         may incur losses and expenses as a result. The losses and expenses may
         include those incurred in liquidating or otherwise utilising amounts
         borrowed by the Lenders to fund the Advance. They may also include the
         losses and expenses incurred in terminating commitments relating to the
         funding or incurred in hedging open positions resulting from the
         Advance not being made. The Borrower agrees to reimburse each Lender
         for the amount of these losses and expenses. This sub-clause does not
         apply if the Advance is not made by reason of a default of a Lender.

7.       CURRENCY OPTION

         This Clause applies if an Advance Request specifies the Optional
         Currency. In this case the Advance requested will be made if the
         Advance is required to be made under the terms of this Agreement.

8.       INTEREST

8.1      Interest Periods

         Each Advance will have one Interest Period only.

8.2      Duration of Interest Periods

         Each Interest Period must be a period of 1, 2, 3 or 6 months or any
         other period not exceeding 12 months which the Agent (acting on the
         instructions of all the Lenders) and the Borrower may agree in writing.

8.3      Selection of Interest Periods

         (A)    Advances: The Borrower may select an Interest Period for an
                Advance in its Advance Request.

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                                       32

         (B)    Failure to select: When the Borrower does not select an Interest
                Period in accordance with paragraph (A), the Interest Period
                will be three months or such other period as will comply with
                Clause 8.4.

8.4      Adjustment of Interest Period

         (A)    An Interest Period will end on the last Business Day of a
                calendar month if it is for a number of complete months and
                either:

                (i)   it commenced on the last Business Day of a calendar month;
                      or

                (ii)  it commenced on a day for which there is no corresponding
                      day in the month in which it is due to end.

         (B)    Any Interest Period which would otherwise begin before but end
                after the Facility Termination Date will, unless paragraph (C)
                applies, end on the Facility Termination Date.

         (C)    Any Interest Period which would otherwise end on a day which is
                not a Business Day will be extended to the next Business Day,
                unless that day is in another calendar month. Where it is in
                another calendar month the Interest Period will end on the
                preceding Business Day.

8.5      Rate of interest

         The rate of interest applicable during an Interest Period will be:

         (A)    in respect of an Advance in sterling, a rate per annum equal to
                LIBOR for that Advance for that Interest Period plus the
                Applicable Margin plus the Costs Rate; and

         (B)    in respect of an Advance in euros, a rate per annum equal to
                EURIBOR for that Advance for that Interest Period plus the
                Applicable Margin.

8.6      Payment of interest

         (A)    The Borrower agrees to pay interest accrued on the outstanding
                amount of each Advance in arrear on the last day of each
                Interest Period in respect of that Advance. Where an Interest
                Period is longer than 6 months the Borrower also agrees to pay
                interest on the day 6 months after the start of that Interest
                Period.

         (B)    The Borrower may give notice to the Agent that it wishes to pay
                all accrued interest on the Loan on the last Business Day of its
                financial year. This notice must be received by the Agent no
                later than five Business Days before that day. In this case the
                Borrower agrees to pay that amount of interest on that date. Any

<PAGE>

                                       33

                amount received by the Agent will be paid to the Lenders.
                Payments which would otherwise have been due under paragraph (A)
                will be adjusted accordingly.

8.7      Notification of interest rate

         The Agent agrees to notify the Borrower and the Lenders promptly of the
         determination of a rate of interest under this Agreement.

8.8      Margin

         (A)    Computation of Margin: The Applicable Margin will be computed in
                accordance with this sub-clause.

         (B)    Annualised Debt Coverage: The Agent agrees to compute the
                annualised Debt Coverage as at the end of each Quarter. For this
                purpose it will use the figures for Financial Indebtedness and
                EBITDA contained in the certificate of the Certifying Financial
                Officer delivered pursuant to Clause 18.1(e). In order to work
                out the annualised Debt Coverage the Agent will use the
                following formula:

                ADC = the ratio of FI: (EBITDA x 4)

                where:

                ADC = annualised Debt Coverage

                EBITDA = EBITDA for the most recent Quarter

                FI = Financial Indebtedness as at the end of the most recent
                Quarter.

                Initial Applicable Margin: Unless paragraph (E) applies, the
                Applicable Margin will be 1.75% for the period from (and
                including) the Amendment Date to (and including) 31st March 2003
                (the "Initial Margin Period").

         (C)    Amount of the Applicable Margin: The Applicable Margin computed
                for the purposes of this sub-clause for:

                (i)   Interest Periods which are current at the end of the
                      Initial Margin Period shall be determined by the Agent
                      with effect from the first day after the end of the
                      Initial Margin Period; and

                (ii)  Interest Periods starting after the end of the Initial
                      Margin Period shall be determined by the Agent with effect
                      from the first day of that Interest Period

<PAGE>

                                       34

                      in each case, in accordance with the most recent
                      certificate delivered by the Certifying Financial Officer
                      and on the basis of the following table:

                                  (1)                              (2)
                        Annualised Debt Coverage                 Margin

                      Greater than or equal to 3.50:1             2.00%
                      (but without prejudice to
                      paragraph (E) below)

                      Less than 3.50:1 and greater                1.75%
                      than or equal to 2.50:1

                      Less than 2.50:1 and greater                1.50%
                      than or equal to 1.50:1

                      Less than 1.50:1                            1.25%

                      The Agent will determine the margin in column (2) of the
                      table in respect of the annualised Debt Coverage (computed
                      in accordance with paragraph (B)) as at the end of the
                      most recent Quarter. The margin so determined will,
                      however, not apply if paragraph (E) applies.

         (D)    Applicable Margin: The adjustment of the Applicable Margin to
                reflect a change in annualised Debt Coverage as a result of the
                delivery to the Agent of the certificate of the Certifying
                Financial Officer pursuant to Clause 18.1(e) will take effect
                after that delivery from the first day of that Advance.

         (E)    Termination Event or Potential Termination Event:  The
                Applicable Margin will be 2.25% in the event that any of the
                following occur:

                (i)   a Termination Event;

                (ii)  a Potential Termination Event under Clause 21.1(A); or

                (iii) the failure to deliver the certificate pursuant to Clause
                      18.1(e) by the latest date prescribed.

                This adjustment will take effect immediately upon the date of
                the occurrence any of the events set out in sub-paragraphs (i),
                (ii) or (iii) (as determined by the Agent) and will last for so
                long (only) as the relevant event subsists unremedied or
                unwaived.

<PAGE>

                                       35

9.       REPAYMENT

9.1      Repayment of Advances

         (A)    The Borrower agrees to repay each Advance made to it on the last
                day of the Interest Period for that Advance. The Borrower shall
                repay that Advance in the currency it was made unless paragraph
                (B) applies.

         (B)    Where on any date on which an Advance is to be repaid (the
                "Old Advance") the Borrower borrows a further Advance (the "New
                Advance") and either:

                (i)   the New Advance and the Old Advance are both in sterling
                      or the Optional Currency; or

                (ii)  the Old Advance is in the Optional Currency and the New
                      Advance is in sterling or the Old Advance is in sterling
                      and the New Advance is in the Optional Currency,

                then the Agent shall, unless the Borrower requests otherwise,
                apply the New Advance, subject to paragraph (C), in or towards
                repayment of the Old Advance. This will be treated as satisfying
                pro tanto the obligations of the Borrower to repay the Old
                Advance and of the Lenders to make the New Advance.

         (C)    If paragraph (B)(ii) applies, the Agent shall:

                (i)   apply the amount of the New Advance in or towards the
                      purchase of an amount in the currency of the Old Advance;
                      and

                (ii)  use the amount it purchases in or towards satisfaction of
                      the Borrower's obligations to repay the Old Advance in the
                      currency in which it is outstanding.

                If the amount purchased by the Agent under sub-paragraph (i) is
                less than the amount of the Old Advance, the Agent will promptly
                notify the Borrower and the Borrower must, on the day the Old
                Advance is due to be repaid, pay an amount to the Agent (in the
                currency in which the Old Advance is outstanding) equal to the
                difference.

                If any part of the amount paid to the Agent by the Lenders in
                order to make the New Advance is not needed to purchase the
                amount required to be repaid by the Borrower, the Agent will
                promptly notify the Borrower and pay the Borrower on the day the
                New Advance is to be made that part of that amount (in the
                currency of the New Advance).

<PAGE>

                                       36

10.      PREPAYMENT

10.1     Optional prepayment

         The Borrower may give notice that it will prepay the whole (but not
         part only) of any Advance on any day prior to the Facility Termination
         Date. Clause 11.7 applies to any prepayment under this sub-clause. This
         notice must state:

         (A)    the date of prepayment which will be at least five Business Days
                after the notice is received by the Agent;

         (B)    the Advance(s) to be prepaid; and

         (C)    the amount to be prepaid which will be a minimum of (Pounds)
                5,000,000 and an integral multiple of (Pounds)1,000,000 or all
                of the Advances outstanding under the Facility.

         The Borrower agrees to prepay the relevant Advance(s) in accordance
         with its notice.

10.2     Mandatory prepayment on disposals

         (A)    Obligation to prepay: The Borrower agrees to prepay the Loan in
                accordance with this sub-clause.

         (B)    Circumstances in which obligation to prepay arises: The Borrower
                will be obliged to make a prepayment under this sub-clause in
                the following circumstance:

                (i)   the Total Commitments are cancelled (in whole or in part)
                      under Clause 5.3; and

                (ii)  as a result of that cancellation (or otherwise), the Loan
                      would otherwise exceed the Total Commitments following the
                      cancellation.

                The amount required to be repaid under this sub-clause on any
                occasion may be less than (Pounds)5,000,000. In this case the
                amount which would otherwise be due to be repaid will be
                reserved, but not repaid. On the next occasion an amount becomes
                repayable under this sub-clause the amount reserved will be
                added to that amount and the aggregate will be repayable if it
                exceeds (Pounds)5,000,000. If it does not exceed (Pounds)
                5,000,000 the aggregate amount will be reserved and the previous
                sentence will apply to this aggregate reserved amount. The
                Borrower may elect to repay any amount which would otherwise be
                reserved under this paragraph. In this case it will repay that
                amount (and any amount previously reserved and not repaid under
                this paragraph) in accordance with paragraph (D) and that amount
                will not be reserved.

<PAGE>

                                       37

         (C)    Amount of mandatory prepayment: The amount the Borrower is
                obliged to repay under this sub-clause will be the amount by
                which the Loan would exceed the Total Commitments as described
                in Clause 10.2(B)(ii).

         (D)    Timing of mandatory prepayment: Subject to paragraph (E), the
                amount repayable under this sub-clause will become due for
                repayment on the date the applicable cancellation occurs under
                Clause 5.3(D). Clause 11.7 applies to any repayment under this
                sub-clause.

         (E)    Break Costs: The Borrower may certify to the Agent that a
                repayment required under this sub-clause:

                (i)   is due on a date other than the last day of the Interest
                      Period applicable to the amount being repaid; or

                (ii)  would cause it to incur broken funding costs in respect of
                      one or more of the Hedging Contracts.

                The Borrower's obligation to make a repayment under this
                sub-clause will be deferred until the last day of the Interest
                Period applicable to the amount being repaid. This deferral will
                only apply, however, if the Borrower deposits in the Charged
                Account an amount equal to the amount which it would otherwise
                have been obliged to repay (save to the extent the prepayment
                obligation will be discharged by an amount already standing to
                the credit of the Charged Account). This deposit must be made on
                or before the date the repayment would otherwise have been due.

10.3     Mandatory prepayment of Loan on Excess Cash Flow

         (A)    Obligation to prepay: The Borrower agrees to prepay the Loan in
                accordance with this sub-clause.

         (B)    Circumstances in which obligation to prepay arises: The Borrower
                will be obliged to make a prepayment under this sub-clause in
                the following circumstance:

                (i)   the Total Commitments are cancelled (in whole or in part)
                      under Clause 5.4; and

                (ii)  as a result of that cancellation (or otherwise), the Loan
                      would otherwise exceed the Total Commitments following the
                      cancellation.

                The requirement to make a prepayment under this sub-clause will
                no longer apply after the date on which annualised Debt Coverage
                (computed in accordance with Clause 8.8(B)) is equal to or below
                2.5:1 for two successive

<PAGE>

                                       38

                Quarters and for so long as the annualised Debt Coverage remains
                at no more than 2.5:1.

                The amount required to be repaid under this sub-clause on any
                occasion may be less than (pound)5,000,000. In this case the
                amount which would otherwise be due to be repaid will be
                reserved, but not repaid. On the next occasion an amount becomes
                repayable under this sub-clause the amount reserved will be
                added to that amount and the aggregate will be repayable if it
                exceeds (pound)5,000,000. If it does not exceed (pound)5,000,000
                the aggregate amount will be reserved and the previous sentence
                will apply to this aggregate reserved amount. The Borrower may
                elect to repay any amount which would otherwise be reserved
                under this paragraph. In this case it will repay that amount
                (and any amount previously reserved and not repaid under this
                paragraph) in accordance with paragraph (D) and that amount will
                not be reserved.

         (C)    Amount of mandatory prepayment: The amount the Borrower is
                obliged to repay under this sub-clause will be the amount by
                which the Loan would exceed the Total Commitments as described
                in Clause 10.3(B)(ii).

         (D)    Timing of mandatory prepayment: Subject to paragraph (E), the
                amount repayable under this sub-clause will become due for
                repayment on the date the applicable cancellation occurs under
                Clause 5.4(D). Clause 11.7 applies to any repayment under this
                sub-clause.

         (E)    Break Costs: The Borrower may certify to the Agent that a
                repayment required under this sub-clause:

                (i)   is due on a date other than the last day of the Interest
                      Period applicable to the amount being repaid; or

                (ii)  would cause it to incur broken funding costs in respect of
                      one or more of the Hedging Contracts.

                The Borrower's obligation to make a repayment under this
                sub-clause will be deferred until the last day of the Interest
                Period applicable to the amount being repaid. This deferral will
                only apply, however, if the Borrower deposits in the Charged
                Account an amount equal to the amount which it would otherwise
                have been obliged to repay (save to the extent the prepayment
                obligation will be discharged by an amount already standing to
                the credit of the Charged Account). This deposit must be made on
                or before the date the repayment would otherwise have been due.

10.4     Mandatory prepayment of Loan on flotation

         (A)    Obligation to prepay: The Borrower agrees to prepay the Loan in
                accordance with this sub-clause.

<PAGE>

                                       39

         (B)    Circumstances in which obligation to prepay arises: The Borrower
                will be obliged to make a prepayment under this sub-clause upon
                the shares of the Borrower or the Parent or any intermediate
                Holding Company between the Borrower and the Parent becoming the
                subject of an initial public offering in connection with the
                application by the relevant company for the admission of its
                shares to listing on any stock exchange or its shares being made
                available for the first time for dealing through any public
                dealings facility.

         (C)    Amount of mandatory prepayment: The amount the Borrower is
                obliged to repay under this sub-clause will be the full amount
                of the Loan.

         (D)    Timing of mandatory prepayment: The amount repayable under this
                sub-clause will become due for repayment on the earlier of:

                (i)   the date of receipt of the sale or issue proceeds by a
                      member of the Group or any shareholder in any member of
                      the Group; and

                (ii)  the date of listing becoming effective. Clause 11.7
                      applies to any repayment under this sub-clause.

         (E)    Effect of prepayment: A prepayment of the Loan under this
                sub-clause will reduce the Total Commitments to zero.

10.5     Mandatory prepayment on Reduction Dates

         (A)    Obligation to prepay: The Borrower agrees to prepay the Loan in
                accordance with this sub-clause.

         (B)    Circumstances in which obligation to prepay arises: The Borrower
                will be obliged to make a prepayment under this sub-clause in
                the following circumstance:

                (i)   the Total Commitments are reduced under Clause 5.8; and

                (ii)  as a result of that reduction, the Loan would otherwise
                      exceed the Total Commitments following the reduction.

         (C)    Amount of mandatory prepayment: The amount the Borrower is
                obliged to repay under this sub-clause will be the amount by
                which the Loan would exceed the Total Commitments as described
                in Clause 10.5(B)(ii).

         (D)    Timing of mandatory prepayment: Subject to paragraph (E), the
                amount repayable under this sub-clause will become due for
                repayment on the date the applicable reduction occurs under
                Clause 5.8. Clause 11.7 applies to any repayment under this
                sub-clause.

<PAGE>

                                       40

         (E)    Break Costs: The Borrower may certify to the Agent that a
                repayment required under this sub-clause:

                (i)   is due on a date other than the last day of the Interest
                      Period applicable to the amount being repaid; or

                (ii)  would cause it to incur broken funding costs in respect of
                      one or more of the Hedging Contracts.

                The Borrower's obligation to make a repayment under this
                sub-clause will be deferred until the last day of the Interest
                Period applicable to the amount being repaid. This deferral will
                only apply, however, if the Borrower deposits in the Charged
                Account an amount equal to the amount which it would otherwise
                have been obliged to repay (save to the extent the prepayment
                obligation will be discharged by an amount already standing to
                the credit of the Charged Account). This deposit must be made on
                or before the date the repayment would otherwise have been due.

10.6     No other prepayment

         The Borrower may not repay the Loan early except in the manner
         permitted or required by this Agreement.

<PAGE>

                                       41

                 PART IV: CHANGES OF CIRCUMSTANCES AND PAYMENTS

11.      CHANGES OF CIRCUMSTANCES

11.1     Illegality

         (A)      Notice: Each Lender may notify the Borrower if it has
                  reasonable cause to believe it is or will be acting illegally
                  in relation to the Facility. The illegality may relate to the
                  performance of the Lender's obligations, the maintenance of
                  the Facility or the Lender's funding arrangements. Each Lender
                  confirms it is not acting illegally in relation to the
                  Facility on the Amendment Date.

         (B)      Cancellation and prepayment: If a Lender delivers a notice of
                  illegality, the Commitment of that Lender will be cancelled on
                  the date of that notice. If the Lender certifies that, because
                  of a legal requirement applicable to the Lender, the
                  participation of that Lender in the Loan must be repaid before
                  the last day of any applicable Interest Period the Borrower
                  agrees to repay the participation on the earlier date
                  specified by the Lender. Clause 11.7 applies to any
                  cancellation or repayment under this sub-clause.

11.2     Increased costs

         (A)      Types of increased costs: This sub-clause applies where all of
                  (i), (ii) and (iii) are true:

                  (i)     Either:

                          (a)   there is a change in a legal requirement
                                applicable to a Lender Group Company or in any
                                other requirement with which it is accustomed to
                                comply, or a change in its interpretation or
                                application; or

                          (b)   a Lender Group Company complies with a direction
                                or request of an authority with whose directions
                                or requests it is accustomed to comply.

                  (ii)    As a result, any of the following occurs:

                          (a)   a Lender Group Company incurs an expense;

                          (b)   a Lender Group Company's effective return from
                                the Facility or on its overall capital is
                                reduced;

                          (c)   any amount payable to a Lender Group Company is
                                reduced; or

                          (d)   a Lender Group Company does not recover an
                                amount which would otherwise have been paid to
                                it.

<PAGE>

                                       42

                          No account will be taken of tax on the overall net
                          income (including overall net profit or gains) of a
                          Lender, or a Lender Group Company, in the country in
                          which it has its principal office or the office
                          through which it is acting for the purposes of this
                          Agreement. Any loss, reduction or expense wholly
                          reflected in the Costs Rate, or which is recoverable
                          under Clause 11.4 (or would have been so recoverable
                          but for Clause 11.5) will also not be taken into
                          account.

                  (iii)   The losses, reductions and expenses arising as a
                          result are wholly or partly attributable to the
                          Lender's participation in the Facility or the
                          arrangements made by a Lender in funding its
                          participation in the Facility.

         (B)      Notice: Each Lender may notify the Borrower if it becomes
                  aware that this sub-clause applies. This notice will contain
                  reasonable detail of the circumstances which have caused this
                  sub-clause to apply.

         (C)      Payment of additional amounts: The Borrower agrees to
                  reimburse each Lender for the losses, reductions, expenses and
                  unrecovered amounts described in paragraph (A).

         (D)      Prepayment and cancellation: If a Lender delivers a notice
                  under paragraph (B):

                  (i)     the Borrower may deliver to that Lender a notice of
                          prepayment. The Borrower agrees to prepay the
                          participation of that Lender in the Loan five Business
                          Days after the Lender receives this notice (or on any
                          later date or dates specified in the notice). Clause
                          11.7 applies to this prepayment; and/or

                  (ii)    the Borrower may deliver to that Lender a notice of
                          cancellation. That Lender's Available Commitment will
                          be reduced to zero on the date of delivery of that
                          notice.

         (E)      Basle exception: Paragraph (C) will not oblige the Borrower to
                  compensate any Lender in respect of itself or any other Lender
                  Group Company for any losses, reductions and expenses
                  described in paragraph (A)(ii) which result from the
                  implementation, as at the Amendment Date, of the matters set
                  out in the July 1988 report of the Basle Committee on Banking
                  Regulations and Supervisory Practices entitled "International
                  Convergence of Capital Measurement and Capital Standards" (the
                  "Basle Report") or the Banking Consolidation Directive
                  (2000/12/EC) (the "Directive"), in each case, as amended prior
                  to the Amendment Date. This exception will not apply if the
                  losses, reductions and expenses described in paragraph (A)(ii)
                  result from any change after the Amendment Date in, or in the
                  interpretation or application of, the Basle Report or the
                  Directive.

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                                       43

11.3     Market disruption

         (A)      Nature of market disruption: This sub-clause applies if any of
                  (i), (ii) or (iii) are true:

                  (i)     Lenders with Available Commitments exceeding 35% of
                          the aggregate Available Commitments, or with
                          participations exceeding 35% of the Loan, notify the
                          Agent that they believe that LIBOR or, as the case may
                          be, EURIBOR would not reflect fairly the cost to them
                          of funding an amount outstanding under this Agreement.
                          For the purpose of making this computation, the Agent
                          will disregard a notice from a Lender in circumstances
                          where the Borrower has satisfied the Agent (supported
                          by any evidence that the Agent may reasonably request)
                          that the only reason why LIBOR or, as the case may be,
                          EURIBOR would not reflect fairly the cost to that
                          Lender of funding its participation in an Advance is a
                          deterioration in that Lender's credit standing.

                  (ii)    LIBOR or, as the case may be, EURIBOR cannot be
                          determined because no Screen Rate appears for the
                          relevant currency for the necessary period and fewer
                          than two Reference Banks provide quotations.

                  (iii)   Lenders with Available Commitments exceeding 35% of
                          the aggregate Available Commitments, or with
                          participations exceeding 35% of the Loan, notify the
                          Agent that they are unable to fund their
                          participations in the Loan in the London inter-bank
                          market or, as the case may be, European inter-bank
                          market.

         (B)      Notice: The Agent agrees to notify the Borrower and the
                  Lenders if this sub-clause applies.

         (C)      Alternative interest rate arrangements: If the Agent delivers
                  a notice of market disruption each of the following applies:

                  (i)     The means of determining the rates of interest
                          applicable to the Advance or Advances affected (the
                          "Affected Advance") will be suspended. Instead the
                          Borrower agrees to pay interest to the Lenders on the
                          Affected Advance in the manner requested by the Agent
                          in accordance with this Clause. A request by the Agent
                          may specify periods to be used for the computation of
                          interest. It must also specify the rate of interest to
                          apply for a period. This rate will be the rate
                          determined by the Agent to reflect the cost to each
                          Lender of funding the Affected Advance for the period
                          plus the Applicable Margin plus the Costs Rate. In
                          order to assist the Agent in this determination each
                          Lender agrees to provide to the Agent any information
                          which the Agent may request. If this information is
                          received by the Agent within any time period specified
                          by the Agent it will be taken into account by the
                          Agent in making its determination.

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                                       44

                  (ii)    The Borrower and the Agent will negotiate the terms of
                          an alternative arrangement for determining a rate of
                          interest for the Affected Advance. The negotiations
                          will be carried on in good faith. Neither party is
                          bound to continue the negotiations after the date 30
                          days after the Borrower receives the Agent's notice.
                          If agreement is reached and if it is approved by all
                          the Lenders the rate of interest will be determined in
                          accordance with the agreement. Sub-paragraph (i) will
                          not apply to the extent that it is expressly excluded
                          by that agreement.

                  (iii)   If the circumstances described in paragraph (A) cease
                          to apply the Agent will notify the Borrower and the
                          Lenders. The notice will specify the transitional
                          arrangements proposed by the Agent which as far as
                          possible will be in accordance with the normal
                          interest rate fixing provisions of this Agreement. The
                          Borrower agrees to pay interest to the Lenders on the
                          Affected Advance in the manner described in this
                          notice unless a different arrangement is agreed by the
                          Agent and the Borrower and approved by all the
                          Lenders. In this case the Borrower agrees to pay
                          interest to the Lenders in the manner agreed.

         (D)      Prepayment: If this sub-clause applies, the Borrower may
                  deliver a notice of prepayment to the Agent. The Borrower
                  agrees to prepay the Loan or, at the Borrower's election, the
                  Affected Advance or Affected Advances five Business Days after
                  the Agent receives this notice (or on any later date or dates
                  specified in the notice). Clause 11.7 applies to this
                  prepayment.

         (E)      Withdrawal: If this sub-clause applies, the Borrower may
                  notify the Agent before 12.30 p.m. on the Advance Date
                  relating to the Affected Advance that it wishes to withdraw
                  the Advance Request relating to the Affected Advance. In this
                  case that Advance Request will be treated as having not been
                  made. Clause 6.6 will not apply in these circumstances.

11.4     Withholdings

         (A)      Withholdings and deductions: This sub-clause applies if the
                  Borrower, a Guarantor or the Agent is required by law, or by
                  any requirement of a taxing authority with which it is obliged
                  to comply, to make a payment under this Agreement net of a
                  withholding or deduction.

         (B)      Notice: The Borrower agrees to notify the Agent if it becomes
                  aware that this sub-clause applies.

         (C)      Grossing up: The Borrower and each Guarantor agrees to
                  increase the amount of any payment from which it has to
                  withhold or deduct any sum. This increase will ensure that the
                  person entitled to the payment will receive, after that sum
                  has been deducted or withheld, the amount it would have
                  received had no sum had to be withheld or deducted.

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                                       45

         (D)      Payment of tax: The Borrower and each Guarantor will pay to
                  the appropriate authority all amounts withheld or deducted by
                  it and certify to the Agent's reasonable satisfaction that it
                  has withheld or deducted those sums and paid them to that
                  authority. If a receipt or other evidence of payment can be
                  obtained from that authority without incurring unreasonable
                  cost or expense, the Borrower or that Guarantor agrees to
                  deliver this to the Agent as soon as reasonably practicable.

         (E)      Prepayment and cancellation:  If this sub-clause applies to
                  payments by the Borrower:

                  (i)     the Borrower may deliver to the Agent a notice of
                          prepayment. This notice may relate to any part of the
                          Loan which is subject (or the interest on which is
                          subject) to the withholding or deduction. The Borrower
                          agrees to prepay the Loan (or the part of it which is
                          affected) five Business Days after the Agent receives
                          this notice (or on any later date or dates specified
                          in the notice). Clause 11.7 applies to this
                          prepayment; and/or

                  (ii)    the Borrower may deliver to the Agent a notice of
                          cancellation. This notice may relate to any part of
                          the Total Commitments which, if drawn, would be
                          subject (or the interest on which would be subject) to
                          the withholding or deduction. That part of the Total
                          Commitments will be reduced to zero on the date of
                          delivery of that notice.

         (F)      Refund of Tax Credits:  If the Borrower or a Guarantor makes
                  an increased payment under Clause 11.4(C) (a "Tax Payment")
                  the relevant Lender or, as the case may be, the Agent agrees
                  to notify the Borrower if it has obtained a refund of tax or
                  obtained and used a credit against tax on its overall net
                  income (a "Tax Credit") which that Lender or, as the case may
                  be, the Agent is able to identify as attributable to that Tax
                  Payment. To the extent that it can in its absolute discretion
                  without any adverse consequences for it, that Lender or, as
                  the case may be, the Agent shall reimburse the Borrower or, as
                  the case may be, that Guarantor such amount as the Lender or,
                  as the case may be, the Agent determines to be the proportion
                  of that Tax Credit as will leave the Lender or, as the case
                  may be, the Agent (after that reimbursement) in no better or
                  worse position in respect of its tax liabilities than it would
                  have been in if no Tax Payment had been required. No Lender
                  or, as the case may be, Agent shall be obliged to disclose any
                  information regarding its tax affairs and computations, and
                  this sub-clause does not affect the right of any Lender or, as
                  the case may be, Agent to arrange its tax affairs as it thinks
                  fit.

11.5     Cessation as a Qualifying Lender

         The Borrower and each Guarantor will not be required to pay increased
         amounts under Clause 11.4 in respect of a payment of interest to a
         Lender if:

         (A)      the Lender is not or ceases to be a Qualifying Lender; or

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                                       46

         (B)      the Lender is a Treaty Lender and the Borrower or relevant
                  Guarantor which would be required to make a Tax Payment is
                  able to demonstrate that such Tax Payment would not be
                  required had the Lender complied with its obligations under
                  Clause 11.6(B).

         This sub-clause does not apply if the Lender has ceased to be a
         Qualifying Lender as a result of a change in law, double taxation
         agreement or published concession of any relevant taxing authority or a
         change in the interpretation or application of law, double taxation
         agreement or published concession of any relevant taxing authority.
         Each Lender agrees to notify the Agent if it ceases to be a Qualifying
         Lender.

11.6     Confirmations from Lenders

         (A)      The Borrower or the Agent may request a Lender to confirm
                  whether or not it is a Qualifying Lender. Each Lender agrees
                  to provide the confirmation requested as soon as reasonably
                  practicable.

         (B)      A Treaty Lender and each Company which makes a payment to
                  which that Treaty Lender is entitled shall co-operate in
                  completing any procedural formalities necessary for that
                  Company to obtain authorisation to make that payment net of a
                  withholding or deduction.

11.7     Prepayment

         This sub-clause applies if the Borrower is obliged to repay the Loan or
         any part of it under this Clause, Clause 10 or Clause 21.2. In this
         event the Borrower agrees to pay on the date repayment is due interest
         accrued on the Loan (or the amount to be repaid) up to that date. If
         the date repayment is due is not the last day of an Interest Period
         applicable to the amount being repaid, the Borrower will reimburse each
         affected Lender for the losses and expenses that Lender has incurred,
         or will incur, as a result. These losses and expenses may include those
         incurred in liquidating or otherwise utilising amounts borrowed by the
         Lender to fund its participation in the Loan (or the amount repaid).
         They may also include losses and expenses incurred in hedging open
         positions resulting from the repayment.

11.8     Mitigation

         This sub-clause does not affect the obligations of the Borrower under
         the other sub-clauses of this Clause. If this Clause applies to a
         Lender or the Agent, that Lender or the Agent will take all steps
         reasonably open to it and, as the case may be, will procure that any
         Lender Group Company takes all steps reasonably open to it, to reduce
         the additional amounts payable by the Borrower under this Clause or to
         avoid or reduce the impact of the circumstances referred to in it.
         These steps may include the transfer of the Lender's rights and
         obligations under this Agreement to another branch or bank acceptable
         to the Borrower. The Lender or Lender Group Company or the Agent will
         not, however, be obliged to do anything which in its opinion would or
         might have an adverse effect on it.

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                                       47

12.    PAYMENTS

12.1   Method and timing of payments

       All payments under this Agreement must be made in immediately available
       and freely transferable funds. Each payment must be received by noon on
       the due date. Each payment must be for value on the due date.

12.2   Currency of payment

       Each Advance is to be advanced and repaid in the currency in which it is
       denominated. Interest on an Advance is to be paid in the same currency as
       the Advance. All other payments are to be made in sterling, unless this
       Agreement specifies a different currency.

12.3   Payments through the Agent

       (A)    Normal arrangements: All payments by the Borrower or by a Lender
              under this Agreement will be made through the Agent. Each sterling
              payment will be made to the account of the Agent with The Royal
              Bank of Scotland plc, Correspondent Banking Branch, 5-10 Great
              Tower Street, London EC3P 3HX, account name Credit Suisse First
              Boston, account number 12302000, CHAPS Code 16-52-24. Each euro
              payment will be made to the account of the Agent with Citibank
              N.A., London Branch, account name Credit Suisse First Boston,
              London Branch, account number 8552940. The Agent will pay on an
              amount received as soon as practicable.

       (B)    Alternative arrangements: If the Agent believes that it is, or
              will be, illegal or impossible for it to pay on to a Lender in
              accordance with paragraph (A), it agrees to notify the Borrower
              and that Lender. In this case the Borrower and that Lender may
              agree alternative arrangements for payments to be made to that
              Lender. Paragraph (A) will not apply to the extent excluded by
              those alternative arrangements. That Lender agrees to provide
              notice of the arrangements to the Agent and will notify the Agent
              of payments in accordance with Clause 14.1.

       (C)    Application of deposit payments: The Borrower is not required to
              make payments in accordance with this sub-clause to the extent
              that an amount is debited from the Charged Account in accordance
              with Clause 3(D) of the Deposit Agreement and Charge on Cash
              Deposits.

12.4   Payments to the Borrower

       Each payment by the Agent to the Borrower will be made to the account of
       the Borrower which is notified to the Agent by the Borrower for this
       purpose.

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                                       48

12.5   Payments to the Lenders

       Each payment by the Agent to a Lender will be made to the account of that
       Lender notified to the Agent for this purpose.

12.6   Change of account

       The Borrower or a Lender may change any of its receiving accounts by not
       less than five Business Days' notice to the Agent. The Agent may change
       any of its receiving accounts by giving not less than five Business Days'
       notice to the Borrower and the Lenders.

12.7   Refunding of payments by the Agent

       This sub-clause applies if the Agent makes a payment out in the mistaken
       belief that it has received or will receive an incoming payment on a
       particular day. In this case the person which received the payment from
       the Agent agrees to return it. It will also reimburse the Agent for all
       losses and expenses incurred by the Agent as a result of funding the
       payment. This sub-clause does not affect the rights of the person which
       received the payment against the person which failed to make the payment
       to the Agent.

12.8   Non-Business Days

       If a payment would be due on a non-Business Day the payment obligation
       will be deferred until the next Business Day unless that day is in
       another calendar month. Where it is in another calendar month that
       payment obligation will be brought forward to the previous Business Day.
       Interest and commitment fees will be adjusted accordingly.

12.9   Payment in full

       All payments by the Borrower will be made in full and without set-off or
       counterclaim. No payment will be made net of a withholding or deduction,
       unless this is required by law or by any requirement of a taxing
       authority with which it is obliged to comply. In this event Clause 11.4
       applies.

12.10  Set-off

       If a Company owes money under this Agreement which is due and payable the
       person to whom it is owed may set-off this obligation against any moneys
       owed by that person to that Company. The moneys owed by that party may be
       in a different currency, arise on a separate transaction or involve
       another branch. This sub-clause applies even where amounts owed to that
       Company are not due and payable, if there is an outstanding Termination
       Event or Potential Termination Event. Where amounts are in different
       currencies the person to whom money is owed under this Agreement may
       convert amounts into the same currency using the then current exchange
       rate. If a Lender sets off an obligation under this Agreement, that
       Lender agrees promptly to notify the Company concerned in accordance with
       24.3. The notice will provide details of the amount set off.

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                                       49

13.    LATE PAYMENT

13.1   Default interest

       The Borrower agrees to pay interest on all amounts unpaid under this
       Agreement after their due date for payment. This interest will be
       computed by reference to successive periods selected by the Agent. The
       first of these periods will start on the due date for payment of the
       unpaid amount. The rate of interest applicable during each of these
       periods will be a rate per annum equal to 1% plus:

       (A)    in the case of an amount in sterling, LIBOR for that period plus
              the Costs Rate; or

       (B)    in the case of an amount in euros, EURIBOR for that period plus
              the Costs Rate,

       plus, in either case, the Applicable Margin. This interest will be paid
       in arrear on the last day of each of these periods and on the date of
       payment of the unpaid amount. This interest will be payable after as well
       as before judgment.

13.2   Indemnity

       If the Borrower fails to make a payment on the due date the Borrower
       agrees to reimburse the person entitled to the payment for the losses and
       expenses (including loss of profit) that person incurs, or will incur, as
       a result. The computation of these losses and expenses will take into
       account any amount received under Clause 13.1.

14.    SHARING AMONG LENDERS

14.1   Notice

       If an amount due to a Lender (the "Recipient") under this Agreement is
       discharged other than by payment through the Agent the Lender agrees to
       notify the Agent and the Borrower in accordance with Clause 24.3. This
       may occur because of the exercise of a right of set-off, by virtue of a
       combination of accounts or because of a voluntary or involuntary payment
       by the Borrower or a Guarantor direct to that Lender. The notification
       will provide details of the amount discharged and will be delivered no
       later than ten Business Days after the discharge.

14.2   Determination by the Agent

       Where a Lender has issued a notice under Clause 14.1 the Agent will
       determine what payments, if any, are due under Clause 14.4. This
       determination will be made on the basis of the information contained in
       all the notices delivered to the Agent under Clause 14.1. The
       determination will be notified to the Borrower and the Lenders.

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                                       50

14.3 Litigation

     In determining the amount due under Clause 14.4 no account will be taken of
     an amount due to a Lender which has declined to participate in legal
     proceedings which resulted in the payment described in Clause 14.1. This
     only applies if that Lender could have joined in the proceedings or could
     have instituted its own proceedings, but failed to do so.

14.4 Payment to the Agent

     The Recipient agrees to pay to the Agent an amount calculated as follows:

                                  P = D (X - Y)

     where

             P =   the amount payable to the Agent

             D =   the aggregate amount due to the Recipient out of which an
                   amount has been discharged

             X =   the fraction of D which has been discharged

             Y =   the fraction which has been discharged, if any, of the
                   aggregate amount due to the Lender which has the greatest
                   proportion of that amount still outstanding.

     This amount will be paid no later than five Business Days after receipt of
     a notice from the Agent under Clause 14.2.

14.5 Obligations of the Borrower and the Guarantors

     Any amount due to the Recipient which would otherwise have been discharged
     as described in Clause 14.1 will be treated as not having been discharged
     to the extent of an amount which is or will be payable under Clause 14.4 as
     a result. Accordingly the Borrower and each Guarantor agrees to pay this
     amount to the Recipient as if it had not been discharged. This payment is
     required to be made whether or not the Agent has issued a determination
     under Clause 14.2.

14.6 Distribution

     The Agent agrees to distribute to the Lenders the amount received by it
     under Clause 14.4 as if that amount had been received from the Borrower in
     discharge of an amount due under this Agreement. The Borrower will then be
     treated as having paid that amount.

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                                       51

14.7 Recovery

     This sub-clause applies if an amount discharged as described in Clause 14.1
     is recovered from, or is required to be repaid by, the Recipient. In this
     case each Lender which received the benefit of a payment made under Clause
     14.4 agrees to repay to the Recipient the amount it received. Each of these
     Lenders will also reimburse the Recipient for any losses or expenses which
     the Recipient has incurred in connection with the discharged amount or its
     recovery or repayment. The rights and obligations of the parties shall be
     restored to the position before any payment became due under Clause 14.4.

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                                       52

                        PART V : GUARANTEE AND INDEMNITY

15.  GUARANTEE

15.1 Guarantee

     Each Guarantor guarantees the due and punctual performance of all
     obligations of the Borrower (or, as the case may be, each Restricted
     Subsidiary) under this Agreement, each Hedging Contract and each Overdraft
     Facility. This guarantee is unconditional and irrevocable.

15.2 Agreement to pay

     Each Guarantor agrees to pay on demand each amount due by the Borrower (or,
     as the case may be, each Restricted Subsidiary) which is unpaid. The demand
     may be made at any time on or after the due date for payment. Payment will
     be made in the same currency as the amount due by the Borrower (or, as the
     case may be, each Restricted Subsidiary).

15.3 Continuing guarantee

     This guarantee is a continuing guarantee. No payment or other settlement
     will discharge any Guarantor's obligations until the Borrower's obligations
     (or, as the case may be, each Restricted Subsidiary's obligations) have
     been discharged in full.

15.4 Other guarantees and security

     This guarantee is in addition to, and independent of, any other guarantee
     or Security.

15.5 Enforcement

     This guarantee may be enforced before any steps are taken against the
     Borrower (or, as the case may be, each Restricted Subsidiary) or any other
     Guarantor or under any other guarantee or Security.

15.6 Preservation of rights

     This guarantee will only be discharged by (i) the making of payment (in the
     case of this Agreement, in accordance with Clause 12) in full by the
     Borrower (or, as the case may be, the relevant Restricted Subsidiary) or
     any of the Guarantors or (ii) the receipt otherwise of payment in full. It
     will not be discharged by any other action, omission or fact. Each
     Guarantor's obligations will, therefore, not be affected by:

     (A)  The obligations of the Borrower (or, as the case may be, the relevant
          Restricted Subsidiary) being or becoming void, invalid, illegal or
          unenforceable.

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                                       53

     (B)  Any change, waiver or release of the Borrower's (or, as the case may
          be, the relevant Restricted Subsidiary's) obligations.

     (C)  Any concession or time being given to the Borrower (or, as the case
          may be, the relevant Restricted Subsidiary).

     (D)  The winding-up or re-organisation of the Borrower (or, as the case may
          be, the relevant Restricted Subsidiary).

     (E)  Any change in the condition, nature or status of the Borrower (or, as
          the case may be, the relevant Restricted Subsidiary).

     (F)  Any of the above events occurring in relation to another Guarantor or
          any other guarantor or provider of Security or its obligations.

     (G)  Any failure to take, retain or enforce any other guarantee or
          Security.

     (H)  Any circumstances affecting or preventing recovery of amounts due by
          the Borrower.

     (I)  Any other matter which might discharge a Guarantor.

     Any receipt from any person other than a Guarantor will reduce the
     outstanding balance only to the extent of the amount received.

15.7 Representations of a Guarantor

     Each Guarantor confirms that it does not have the benefit of any Security
     in respect of this guarantee or the indemnity in Clause 16.

15.8 Covenants of a Guarantor

     Each Guarantor agrees as follows:

     (A)  Security: It will not have the benefit of any Security in respect of
          this guarantee or the indemnity in Clause 16.

     (B)  Exercise of rights: It will not, for so long as a Termination Event or
          Potential Termination Event has occurred and is outstanding:

          (i)    take the benefit of any right against the Borrower (or, as the
                 case may be, the relevant Restricted Subsidiary) or any other
                 person in respect of amounts paid under this guarantee or under
                 the indemnity in Clause 16; or

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                                       54

          (ii)   claim or exercise against the Borrower (or, as the case may be,
                 the relevant Restricted Subsidiary) any right to any payment
                 (whether or not connection with this Agreement).

      (C) Competing proof: An Instructing Group may request a Guarantor to
          submit a proof for amounts due to it by the Borrower, another
          Guarantor or any other guarantor. Each Guarantor agrees to submit a
          proof promptly in accordance with this request if it is entitled to do
          so. All amounts received in respect of this proof will be held by that
          Guarantor on trust for the Agent and the Lenders.

      The obligations in this sub-clause will cease to have effect when the
      Facility has ceased to be available and there are no amounts outstanding
      under this Agreement.

15.9  Suspense account

      Any amount received under this guarantee may be placed on suspense account
      (bearing interest at a commercial rate, which interest shall be credited
      to the account). Suspense accounts may be held by the Agent or by a
      Lender. While the amounts are in the suspense account the Agent or any
      Lender may claim and recover amounts from the Borrower (or, as the case
      may be, the relevant Restricted Subsidiary), another Guarantor and any
      other guarantor as if the amount in the suspense account had not been
      received. Amounts may be taken out of a suspense account by the person
      holding that account at any time for application against the amounts
      outstanding under this Agreement or return to the payer of such amounts.

15.10 Discharge conditional

      Any settlement with, or discharge of, a Guarantor will be subject to a
      condition. This condition is that the settlement or discharge will be set
      aside if any prior payment, or any other guarantee or security, is set
      aside, invalidated or reduced. In this event each Guarantor agrees to
      reimburse each Lender and the Agent for the value of the payment,
      guarantee or security which is set aside, invalidated or reduced.

15.11 Principal debtor

      Each Guarantor agrees to pay any amount which is expressed to be due from
      the Borrower (or, as the case may be, the relevant Restricted Subsidiary)
      but which is not recoverable from a Guarantor as a guarantor. Any amount
      due under this sub-clause will be recoverable from each Guarantor as
      though the obligation had been incurred by that Guarantor as sole or
      principal debtor, but otherwise on the same terms as the obligation was
      expressed to be incurred by the Borrower (or, as the case may be, the
      relevant Restricted Subsidiary). This sub-clause is in addition to each
      Guarantor's obligations as a guarantor. The payment by the Borrower (or,
      as the case may be, the relevant Restricted Subsidiary) or any Guarantor
      of any amount payable by virtue of this sub-clause will (subject to Clause
      15.10) discharge pro tanto the obligations on each Guarantor to pay the
      amounts expressed to be payable by it under this sub-clause.

<PAGE>

                                       54

16.  GUARANTOR'S INDEMNITY

16.1 Indemnity

     This Clause applies if the Borrower fails to make a payment expressed to be
     due under this Agreement on the due date. In this event each Guarantor
     agrees to reimburse the person entitled to the payment for the losses and
     expenses (including loss of profit) that person incurs, or will incur, as a
     result. Each Guarantor also agrees to reimburse each Lender and the Agent
     for all losses and expenses arising from any obligations of the Borrower
     being or becoming void, invalid, illegal or unenforceable.

16.2 Amount of loss

     For the purposes of this Clause a Lender and the Agent will be treated as
     having suffered a loss equal to the amount expressed as being due to it by
     the Borrower, but which is unpaid (taking into account any amounts paid
     under Clause 15). If this treatment is incorrect the Lender or the Agent
     will produce evidence of its loss.

<PAGE>

                                       56

       PART VI : REPRESENTATIONS, COVENANTS AND TERMINATION EVENTS

17.    REPRESENTATIONS

17.1   Representations

       Each Company confirms that each of the following is true as at the
       Amendment Date (subject, in the case of Clause 17.1(S), as stated in that
       Clause 17.1(S)):

       (A)    Nature of Company: It is a company duly incorporated and validly
              existing under the laws of its country of incorporation.

       (B)    Powers of Company: It has power to own its assets and conduct its
              business as currently conducted. It also has corporate power to
              sign and deliver those of the Financing Documents to which it is a
              party (and which it has signed and delivered) and to exercise its
              rights and perform its obligations under those of the Financing
              Documents to which it is a party.

       (C)    Authorisations: The signature and delivery on its behalf of those
              of the Financing Documents to which it is a party (and which it
              has signed and delivered) and the exercise of its rights and the
              performance of its obligations under the Financing Documents have
              been duly authorised by it.

       (D)    Binding obligations: This Agreement and the other Financing
              Documents to which it is a party have been (or, if executed after
              the Amendment Date, will be when executed) duly signed and
              delivered by it. Its obligations described in the Financing
              Documents to which it is a party are (or, if executed after the
              Amendment Date, will be when executed) its valid and binding
              obligations in accordance with their terms, subject to the
              reservations contained in paragraph 8 of the opinion of Slaughter
              and May (the form of which is set out in Schedule 8) and in any
              legal opinion delivered under Clause 20.1(R)(i)(c).

       (E)    Legality and contraventions: The signature and delivery on its
              behalf of the Financing Documents to which it is a party and the
              exercise of its rights and performance of its obligations under
              such Financing Documents and the creation of Security by it under
              the Charges (if applicable):

              (i)    are not prohibited by applicable law, regulation or order
                     or by its constitutional documents;

              (ii)   do not require any approval, filing, registration or
                     exemption (other than the perfection of the Security
                     constituted by the Charges by means of registration at H.M.
                     Land Registry, the Land Register, the Register of Sasines,
                     Companies House and the Trade Marks Registry, or as
                     disclosed in any legal opinion delivered under Clause
                     20.1(R)(i)(c)); and

<PAGE>

                                       57

              (iii)  are not prohibited by, and do not constitute an event of
                     default under, and do not result in an obligation to create
                     Security under, any document or arrangement to which it is
                     a party and which is material in the context of this
                     Agreement (including the Material Contracts).

       (F)    Ranking of obligations: Its obligations under the Financing
              Documents are secured by the Charges. The Charges will, when
              executed (and subject to the required registrations being made and
              to any Security permitted by Clause 20.1(C)(ii) and (iii)),
              constitute a first priority security interest which is valid and
              enforceable over the assets referred to in the Charges, subject to
              the reservations (other than reservation 8(F)) contained in
              paragraph 8 of the opinion of Slaughter and May (the form of which
              is set out in Schedule 8) and in any legal opinion delivered under
              Clause 20.1(R)(i)(c). Amounts due under this Agreement will, for
              security purposes, rank at least equally with amounts due under
              the Hedging Contracts and the Overdraft Facilities. No amounts
              have been repaid by the Borrower under the Subordinated Loan
              Agreement or the Inter-Company Loan Agreement, and no amounts are
              repayable until all amounts expressed to be owed under the
              Financing Documents, the Hedging Contracts and the Overdraft
              Facilities have been paid in full and the Facilities are no longer
              available.

       (G)    No Termination Event: No Termination Event or Potential
              Termination Event has occurred and is continuing and none will
              occur as a result of the exercise of its rights or the performance
              of its obligations under the Financing Documents.

       (H)    Accounts: The audited financial statements and the consolidated
              audited financial statements most recently delivered under Clause
              18.1 (including, as at the Amendment Date, those statements most
              recently delivered before the Amendment Date under the equivalent
              of the provision now set out in Clause 18.1) give a true and fair
              view of the results of each Company's operations and the financial
              position of the Group taken as a whole. These financial statements
              were prepared in accordance with Generally Accepted Accounting
              Principles consistently applied except to the extent that the
              accompanying notes provide a description of a different treatment.

       (I)    Litigation: There exists no litigation which is reasonably likely
              to have a Material Adverse Effect.

       (J)    Security: No Security exists over any of its assets, except as
              permitted by Clause 20.1(C).

       (K)    Representations in the Charges: The representations given by it in
              the Charges are true as at the time they are made and repeated.

       (L)    Material licences: The Borrower has complied with the licences
              conferred on it to which reference is made in either of the
              Transmission Agreements, the Sky Access and Technical Services
              Agreement or in any other transmission

<PAGE>

                                       58

              agreement to which the Borrower is or becomes a party and which is
              a Material Contract. The Borrower has complied with the MUX
              Licences. If there is a breach of any of these licences, but that
              breach is capable of remedy and that licence has not been
              terminated or revoked, there will not be a breach of this
              paragraph.

       Each Guarantor confirms that the following is true:

       (M)    Guaranteeing powers: It has the power to guarantee the whole of
              the sums available under this Agreement and enter into the
              Charges. The borrowing of the full amount available under this
              Agreement does not contravene or exceed any guaranteeing
              limitation on it (or its directors) under its constitutional
              documents or any other document to which it is a party and which
              is material in the context of this Agreement.

       Each of the Borrower and the Parent confirms that each of the following
       is true:

       (N)    Borrowing powers: The Borrower has the power to borrow the whole
              of the sums available under this Agreement. The borrowing of the
              full amount available under this Agreement does not contravene or
              exceed any borrowing limitation, and the entering into the Charges
              does not contravene any limitation on giving security, on it (or
              its directors) under its Memorandum and Articles of Association or
              any other document to which it is a party and which is material in
              the context of this Agreement.

       (O)    No material adverse change:

              (i)    There has been no change in the financial condition of the
                     Borrower or (taken as a whole) the Guarantors having a
                     Material Adverse Effect since the last date as at which
                     each of the covenants in Clause 19.2 were measured. The
                     assessment of whether the change in financial condition is
                     material will be measured against the covenants tested on
                     that date.

              (ii)   In addition no event or circumstance has occurred and is
                     continuing affecting the business or operations of the
                     Borrower and (taken as a whole) the Guarantors and having a
                     Material Adverse Effect. This assessment will be measured
                     against the business or operations of the Borrower and
                     (taken as a whole) the Parent and the Borrower's Group on
                     the Amendment Date.

       (P)    Agreements effective:

              (i)    Each of the Material Contracts, the Subordinated Loan
                     Agreement and the Inter-Company Loan Agreement is in full
                     force and effect, except for a Material Contract which
                     ceases to be in full force and effect because of:

<PAGE>

                                       59

                    (a)  its expiry by effluxion of time; or

                    (b)  its replacement on substantially equivalent commercial
                         terms or on commercial terms that are more beneficial
                         to the relevant member of the Borrower's Restricted
                         Group.

               (ii) The Bonds and any guarantees given by any person in respect
                    of CC Finance's obligations under the Bonds are binding
                    obligations.

         (Q)   Licences, etc.: All licences, consents and authorisations
               necessary for the Borrower to conduct its business as currently
               conducted, and for the members of the Borrower's Restricted Group
               to conduct the other material businesses operated by the
               Borrower's Restricted Group (taken as a whole) as currently
               conducted, are in full force and effect. Without limiting the
               generality of the foregoing, each of the MUX Licences is in full
               force and effect.

         (R)   Borrowings: No member of the Borrower's Restricted Group has any
               Indebtedness for Borrowed Money, or has issued any guarantees,
               indemnities or other similar assurances, except as permitted
               under Clause 20.1(k) or as agreed by the Agent (acting on the
               instructions of an Instructing Group).

         (S)   Information Memorandum: As at 26th September, 2002 the
               Information Memorandum:

               (i)  the information incorporated in the Information Memorandum
                    is true, accurate and complete in all material respects, has
                    been prepared with reasonable care and is not misleading in
                    any material respect; and

               (ii) no material information has been omitted and the financial
                    projections contained in the Information Memorandum have
                    been prepared on a reasonable basis using reasonable
                    assumptions and have been made in good faith and after
                    careful consideration.

                  In addition, no material adverse change has occurred in
                  relation to the Borrower and (taken as a whole) the Parent and
                  the Borrower's Group after 26th September, 2002 which would
                  require the Borrower, acting reasonably, to update the
                  information contained in the Information Memorandum so as to
                  ensure that this information remained true and correct in all
                  material respects and that there were no material omissions or
                  change in the assumptions used in the preparation of the
                  financial projections in the Information Memorandum.

         The Borrower confirms that the following is true:

         (T)   Financial Model: The Financial Model has been prepared on a
               reasonable basis using reasonable assumptions and the Borrower
               does not have any reason to believe that it contains a
               misstatement material in the context of this Agreement.

<PAGE>

                                       60

         (U)   Dormant Subsidiaries: As at the Amendment Date each Subsidiary of
               the Borrower specified in Schedule 12 is dormant (within the
               meaning of the term as defined in section 249AA(4) of the
               Companies Act 1985, or such analogous term as may be applicable
               in any other jurisdiction).

         (V)   Standby L/C: It has no obligations or liability on any account
               whatsoever under or in respect of the Standby L/C, the Standby
               L/C Application or the Pledge. The Parent confirms that the
               following is true:

         (W)   Standby L/C Application and Pledge: The Standby L/C Application
               and the Pledge have been duly signed and delivered by it. Its
               obligations described in the Standby L/C Application and the
               Pledge are its valid and binding obligations in accordance with
               their terms, and such obligations are solely for its account.

17.2     Repetition

         All of the representations in Clause 17.1 except those in paragraphs
         (S), (T) and (U) will be deemed repeated on the making of each Advance.
         The representations in paragraphs (S), (T) and (U) will be deemed
         repeated on the date of the first Advance on or after the Amendment
         Date but not subsequently. Where a representation is deemed repeated
         this repetition will be with reference to the facts on that day.

17.3     Survival of representations

         Each of the representations made by the Borrower under this Agreement
         shall survive the making of each Advance (but are only repeated to the
         extent referred to in Clause 17.2).

17.4     Lender representation

         Each Lender represents that it is a Qualifying Lender.

         The representation in this sub-clause does not apply where the
         representation would be untrue as a result of a change in law, double
         taxation agreement or published concession of any relevant taxing
         authority or a change in the interpretation or application of law,
         double taxation agreement or published concession of any relevant
         taxing authority.

18.      INFORMATION COVENANTS

18.1     Periodic reports

         Each of the Borrower and the Parent agrees to deliver each of the
         following to the Agent as soon as they become available and, in any
         event, by the latest date indicated:

<PAGE>

                                       61

<TABLE>
<CAPTION>
Document/Information                                                            Latest Date
--------------------                                                            -----------
<S>      <C>                                                                    <C>
(a)      Annual audited accounts of each Company including profit and           95 days after the end of that
         loss account, balance sheet and, in the case of the Borrower           financial year
         and the Parent, cash flow statement

(b)      (i)      Annual audited consolidated accounts of the Group,            95 days after the end of that
                  including profit and loss account, balance sheet and          financial year
                  cash flow statement

         (ii)     A statement extracted from the annual audited
                  consolidated accounts of the Group showing the
                  profit and loss account, balance sheet and cashflow
                  statement of the Borrower's Restricted Group,
                  prepared by the Borrower and agreed by the
                  Borrower's auditors as being accurately extracted in
                  accordance with the terms and conditions of an
                  engagement letter between the Borrower's auditors
                  and the Agent in form and content satisfactory to
                  the Agent.

(c)      Quarterly unaudited management accounts of each Company                50 days after the end of each
         to be correct by the Certifying Financial certified                    quarter of its financial year
         Officer, including profit and loss account, balance sheet,
         cash flow statement and statement of capital expenditure
</TABLE>

<PAGE>

                                       62

<TABLE>
<CAPTION>
Document/Information                                                                  Latest Date
--------------------                                                                  -----------
<S>      <C>      <C>                                                                 <C>
(d)      (i)      Quarterly consolidated unaudited management accounts of the         50 days after the end of each
                  Group; and                                                          quarter of its financial year

         (ii)     A statement extracted from the quarterly consolidated
                  unaudited management accounts of the Group showing the
                  quarterly consolidated unaudited management accounts of the
                  Borrower's Restricted Group (which statement will be prepared
                  by the Borrower and agreed by the Borrower's auditors as being
                  accurately extracted in accordance with the terms and
                  conditions of an engagement letter between the Borrower's
                  auditors and the Agent in form and content satisfactory to the
                  Agent),

         certified, in each case, to be correct by the Certifying Financial
         Officer, including profit and loss account, balance sheet, cash flow
         statement and statement of capital expenditure

(e)      A certificate, signed by the Certifying Financial Officer stating:           At the time of delivery of
                                                                                      the Group's quarterly
         (i)      the amount of Financial Indebtedness on the last day of the         financial statements delivered
                  Quarter                                                             under paragraph (d)

         (ii)     EBITDA for that Quarter
</TABLE>

<PAGE>

                                       63

<TABLE>
<CAPTION>
Document/Information                                                            Latest Date
--------------------                                                            -----------
<S>      <C>                                                                    <C>
(f)      Annual budget for the Borrower's Group and the Borrower's              60 days after the start of each
         Restricted Group including projected profit and loss account,          of its financial years
         balance sheet, cash flow statement and statement of capital
         expenditure (distinguishing between capital expenditure which
         is to be financed from operating income and capital
         expenditure which is to  be funded from new equity or
         borrowing)

(g)      Annual budget for the Parent adopted by the Board of                   60 days after the start of each
         Directors of the Parent                                                of its financial years

(h)      A certificate regarding compliance with the financial                  At the time of delivery of the
         covenants in Clause 19.2 setting out the necessary                     Group's quarterly financial
         computations. This certificate is to be signed by the                  statements delivered under
         Certifying Financial Officer                                           paragraph (d)

(i)      A certificate regarding:                                               At the time of delivery of the
                                                                                Group's annual consolidated
         (i)      compliance with the financial covenants in Clause             financial statements delivered
                  19.2;                                                         under paragraph (b)

         (ii)     the amount of Excess Cash Flow; and

         (iii)    the amount of capital expenditure in that financial
                  year (distinguishing between capital expenditure
                  which is financed from operating income and capital
                  expenditure which is funded from new equity or
                  borrowing)

         setting out the necessary computations. This certificate is
         to be signed by the Certifying Financial Officer
</TABLE>

<PAGE>

                                       64

<TABLE>
<CAPTION>
Document/Information                                                            Latest Date
--------------------                                                            -----------
<S>      <C>                                                                    <C>
(j)      A statement signed by the auditors of the Borrower regarding:          At the time of delivery of the
                                                                                Group's annual consolidated
         (i)      compliance with the financial covenants in Clause             financial statements delivered
                  19.2; and                                                     under paragraph (b)

         (ii)     the amount of Excess Cash Flow

(k)      A certificate of Net Disposal Proceeds, setting out the                At the time of delivery of each
         necessary computations.  This certificate is to be signed by           set of quarterly management
         the Certifying Financial Officer                                       accounts under paragraph (c)

(l)      A certificate of acquisition price, setting out the necessary          At the time of delivery of each
         computations.  This certificate is to be signed by the                 set of quarterly management
         Certifying Financial Officer                                           accounts under paragraph (c)

(m)      Details of any treasury transaction as required by Clause              At the time of delivery of each
         20.1(O)                                                                set of quarterly management
                                                                                accounts under paragraph (c)

(n)      A certificate setting out details of any contract which is a           At the time of delivery of each
         Material Contract.  This certificate is to be signed by the            set of annual audited accounts
         Certifying Financial Officer                                           of the Borrower under paragraph
                                                                                (a)

(o)      A certificate setting out details of the extent to which (i)           At the time of delivery of the
         the Total Annual Investment Limit and (ii) the Unrestricted            Group's quarterly financial
         Entities Investment Limit have been utilised in respect of             statements delivered under
         the current financial year (but taking account of Investment           paragraph (d)
         Amounts in previous financial years if relevant to the
         calculation).  This certificate is to be signed by the
         Certifying Financial Officer

(p)      A certificate setting out the confirmation required in Clause          At the time of delivery of each
         5.3(F)(ii). This certificate is to be signed by the Certifying         set of quarterly management
         Financial Officer.                                                     accounts under paragraph (c).

In each case the Borrower and the Parent agree to deliver the number of copies
requested by the Agent.
</TABLE>

<PAGE>

                                       65

18.2     GAAP

         The Borrower confirms and agrees that all financial statements to which
         Clause 18.1 applies will be prepared in accordance with applicable law
         and Generally Accepted Accounting Principles consistently applied
         except to the extent that the accompanying notes provide a description
         of a different treatment.

18.3     Requests

         The Agent may request any Company to deliver to the Agent information
         about it or its assets, business or financial condition or any other
         matter. This includes (amongst other things) information about the MUX
         Licences, ServicesCo and associated multiplexing, transmission,
         distribution, technical and operational support services. Each Company
         agrees to deliver promptly to the Agent the information reasonably
         requested. No Company will be obliged to deliver any information under
         this sub-clause if that delivery is prohibited by law or by direction
         of H.M. Government.

18.4     Termination Events and other events

         The Borrower agrees to notify the Agent promptly of:

         (A)   the occurrence of a Termination Event or Potential Termination
               Event upon becoming aware of such occurrence;

         (B)   any events or developments that would be reasonably likely to
               result in the termination of, or any material amendment to or
               waiver under, any of the Material Contracts, either of the MUX
               Licences or any other licence, consent or authorisation required
               for the purposes of its business, upon becoming aware of the
               same; and

         (C)   the occurrence of any event of default or put event under the
               Bonds upon becoming aware of such occurrence.

18.5     Other information

         Each of the Parent and the Borrower agrees to deliver to the Agent (to
         the extent not already delivered under this Agreement):

         (A)   all information provided to any shareholder in the Parent in its
               capacity as such;

         (B)   all information provided to any holder of the Bonds in its
               capacity as such;

         (C)   a certified copy of any Material Contract, either MUX Licence and
               any transmission agreement to which the Borrower is or becomes a
               party and of any amendment to or waiver in respect of any of the
               foregoing;

<PAGE>

                                       66

         (D)   any press releases made by or on behalf of the Borrower, the
               Parent or CCIC; and

         (E)   such information about Real Property Transactions permitted under
               Clause 20.1(EE) as may be reasonably requested by the Agent.

         Each of the Borrower and the Parent agrees to notify the Agent promptly
         of any drawing made under the Standby L/C upon becoming aware of the
         same.

18.6     Change of accounting treatment

         (A)   This sub-clause applies if there is a change in the manner in
               which the financial statements of a Company or of the Group are
               prepared or in the accounting principles or standards applied in
               the preparation of those accounts.

         (B)   If this sub-clause applies or will apply the Borrower agrees to
               notify the Agent. The Borrower and the Agent will then negotiate
               in good faith with a view to making any necessary changes to this
               Agreement to reflect the change described in paragraph (A).
               Neither party is bound to continue the negotiations after the
               date 30 days after the Agent receives the Borrower's notice.

         (C)   If this sub-clause applies, and agreement is not reached under
               paragraph (B), the Borrower agrees to deliver, with each set of
               financial statements delivered to the Agent and with each
               statement referred to in Clause 18.1(b)(ii) or Clause
               18.1(d)(ii), as the case may be, a reconciliation (audited in the
               case of audited financial statements). This reconciliation will
               show the amounts utilised for the purposes of computations
               required for the purposes of this Agreement as they would have
               been if no change had occurred. The amounts in this
               reconciliation will then be used for computations required for
               the purposes of this Agreement instead of the corresponding
               amounts in the financial statements delivered under Clause 18.1.

19.      FINANCIAL COVENANTS

19.1     Definitions

         (A)   In this Agreement: "Borrower's Restricted Group" means:

               (i)   if the Borrower has no Restricted Subsidiaries, the
                     Borrower; and

               (ii)  if the Borrower has Restricted Subsidiaries, the Borrower
                     and its Restricted Subsidiaries taken as a whole.

<PAGE>

                                       67

                    "Debt Coverage" for a period means the ratio of Financial
                    Indebtedness at the end of that period to EBITDA for that
                    period.

                    "EBITDA" for any period means, subject to Clause
                    19.1(B)(iii), the profit of the Borrower's Restricted Group
                    for that period:

                    (i)       before taking into account all Extraordinary Items
                              (whether positive or negative) but after taking
                              into account all Exceptional Items (whether
                              positive or negative);

                    (ii)      before deducting tax, including corporation tax
                              and their equivalents in any relevant
                              jurisdiction;

                    (iii)     before deducting amortisation of any goodwill and
                              any costs incurred in relation to acquisitions (to
                              the extent that these are expensed);

                    (iv)      before taking into account Net Cash Interest
                              accrued during that period, whether or not paid,
                              deferred or capitalised (before taking into
                              account financing costs in relation to Financial
                              Reporting Standard 4 (Capital Instruments)) during
                              that period;

                    (v)       before taking into account amortisation of
                              financing costs calculated in accordance with
                              Financial Reporting Standard 4 (Capital
                              Instruments) during that period;

                    (vi)      before deducting any non-cash charges;

                    (vii)     before deducting any management fee incurred by
                              the Borrower in favour of CCIC and which is not
                              paid in cash, but limited in any financial year of
                              the Borrower to a maximum aggregate amount of
                              (Pounds)5,000,000;

                    (viii)    after deducting any gain, and adding back any
                              loss, relative to book value arising on the sale,
                              lease or other disposal of any asset during that
                              period and after deducting any gain, and adding
                              back any loss, arising on revaluation of any asset
                              during that period, in each case to the extent
                              that it would otherwise be taken into account;

                    (ix)      before deducting depreciation; and

                    (x)       before deducting non-cash stock and share option
                              charges.

                    "Exceptional Items" has the meaning given to it in Financial
                    Reporting Standard 3 issued by the Accounting Standards
                    Board, but excluding any Extraordinary Items.

                    "Extraordinary Items" has the meaning given to it in
                    Financial Reporting Standard 3 issued by the Accounting
                    Standards Board, and includes those items listed in
                    paragraph 20 thereof.

<PAGE>

                                       68

                  "Financial Indebtedness" on any date means the amount of
                  Indebtedness for Borrowed Money of the Borrower's Restricted
                  Group on that date. For this purpose:

                  (i)     any amounts under paragraph (E) of the definition of
                          "Indebtedness for Borrowed Money" in Clause 1.1 will
                          be excluded;

                  (ii)    only the principal element of obligations (accounted
                          for as such in accordance with Generally Accepted
                          Accounting Principles) in respect of any finance lease
                          to which a member of the Borrower's Restricted Group
                          is a party as lessee will be taken into account under
                          paragraph (F) of that definition;

                  (iii)   no amount of Interest will be included; and

                  (iv)    no amount outstanding under the Subordinated Loan
                          Agreement will be included.

                  "Interest" means interest and amounts in the nature of
                  interest.

                  "Net Cash Interest" for any period means the Interest due and
                  payable during that period as an obligation of any member of
                  the Borrower's Restricted Group (whether or not paid or
                  capitalised during or deferred (but to the extent that
                  deferred Interest is included in Net Cash Interest in such
                  period, any such deferred Interest shall not be included in
                  the calculation of Net Cash Interest in the following period)
                  for payment after such period), but adjusted to take account
                  of:

                  (i)     any amount (other than, in the case of currency
                          hedging agreements or instruments, the original
                          principal amount) receivable or payable during that
                          period by any member of the Borrower's Restricted
                          Group (after deducting all taxes applicable to that
                          amount receivable) under interest rate and/or currency
                          hedging agreements or instruments; and

                  (ii)    any amount constituting Interest receivable during
                          that period by any member of the Borrower's Restricted
                          Group (after deducting all taxes applicable thereto)
                          in respect of any investment, deposit or loan,

                  in either case under which all parties are in compliance with
                  their material obligations.

                  "Total Interest Payable" for any period means the Interest due
                  and payable during that period as an obligation of any member
                  of the Borrower's Restricted Group (whether or not paid or
                  capitalised during or deferred (but to the extent that
                  deferred Interest is included in Total Interest Payable in
                  such period, any such deferred Interest shall not be included
                  in the calculation of Total Interest Payable in the following
                  period) for payment after such period), adjusted to take
                  account of any amount (other than, in the case of currency
                  hedging agreements or instruments, the original principal
                  amount) receivable or payable during that

<PAGE>

                                       69

                  period by any member of the Borrower's Restricted Group (after
                  deducting all taxes applicable to that amount receivable)
                  under interest rate and/or currency hedging agreements or
                  instruments under which all parties are in compliance with
                  their material obligations.

         (B)      (i)     All the terms defined in paragraph (A) are to be
                          determined in accordance with the Generally Accepted
                          Accounting Principles and are to be computed from:

                          (a)  the financial statements of the Borrower (if the
                               Borrower has no Restricted Subsidiaries); or

                          (b)  the consolidated financial statements of the
                               Borrower and its Restricted Subsidiaries (if the
                               Borrower has Restricted Subsidiaries),

                          in each case, delivered pursuant to Clause 18.1.

                  (ii)    For the purposes of Clause 19.1 no item shall be
                          deducted or credited more than once in any
                          calculation.

                  (iii)   For the purposes of calculating EBITDA for use in the
                          financial covenants in Clause 19.2 for the Quarters
                          ending on 31st March, 2002, 30th June, 2002, 30th
                          September, 2002, 31st December, 2002 and 31st March,
                          2003 only, there shall not be included as an
                          Exceptional Item any charge used to create a provision
                          relating to redundancy and restructuring costs
                          incurred by the Borrower during its financial year
                          ended 31st December, 2002 to the extent that the
                          aggregate amount thereof shall not exceed
                          (Pounds)6,400,000. Any amount in excess of that figure
                          shall however be included as an Exceptional Item for
                          these purposes.

19.2     Financial covenants

         The Borrower agrees to ensure that the following financial covenants
         are complied with:

         (A)      The ratio of EBITDA to Total Interest Payable, computed on the
                  basis of the annualised EBITDA and annualised Total Interest
                  Payable (in each case calculated by multiplying by two the
                  figure which is the aggregate of EBITDA or, as the case may
                  be, Total Interest Payable for the last two Quarters) as at
                  the end of each Quarter, is not to be less than:

                    Quarter ending                     Required Ratio

                    30th September, 2002               3.50 :1
                    31st December, 2002                3.50 :1
                    31st March, 2003                   4.00 :1
                    30th June, 2003                    4.00 :1
                    30th September, 2003               4.00 :1

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                                       70

                    Quarter ending                     Required Ratio

                    31st December, 2003                4.00 :1
                    31st March, 2004                   4.50 :1
                    Thereafter                         4.50 :1

         (B)      Debt Coverage computed on the basis of the annualised EBITDA
                  (calculated by multiplying by two the figure which is the
                  aggregate of EBITDA for the last two Quarters) and tested each
                  Quarter (using the amount of Financial Indebtedness on that
                  last day of that Quarter), is not to be more than:

                    Quarter ending                     Required Ratio

                    30th September, 2002               3.50:1
                    31st December, 2002                3.25:1
                    31st March, 2003                   3.25:1
                    30th June, 2003                    3.25:1
                    30th September, 2003               3.00:1
                    31st December, 2003                3.00:1
                    31st March, 2004                   2.75:1
                    30th June, 2004                    2.75:1
                    30th September, 2004               2.75:1
                    31st December, 2004                2.75:1
                    31st March, 2005                   2.50:1
                    Thereafter                         2.50:1

20.      GENERAL COVENANTS

20.1     Covenants

         Each Company agrees that, unless otherwise agreed by the Agent (acting
         on the instructions of an Instructing Group):

         (A)      Ranking of Obligations: It will ensure that its obligations
                  under this Agreement, the Hedging Contracts and (but only to
                  the extent provided in the relevant Overdraft Bank Agreement)
                  the Overdraft Facilities are at all times secured by the
                  Charges to which it is a party.

         (B)      Compliance: It will exercise its rights and perform its
                  obligations under the Financing Documents without
                  contravention of applicable laws. If approvals are required to
                  do this it will obtain and maintain them and will comply with
                  their terms. It will also make any necessary filings in
                  respect of the Financing Documents unless these are required
                  to be, or are, made by another person.

         (C)      Negative pledge: It will not create or allow to exist (and
                  will procure that no Restricted Subsidiary creates or allows
                  to exist) any Security over any of its assets. This
                  prohibition does not, however, apply to the following:

<PAGE>

                  (i)     Security created by the Charges.

                  (ii)    Liens or rights of set-off arising in the ordinary
                          course of trading or by operation of law.

                  (iii)   Title retention or hire purchase arrangements in
                          respect of goods. These arrangements must arise in the
                          ordinary course of trading and on customary terms.

                  The exceptions in sub-paragraphs (ii) and (iii) do not permit
                  any Security to be created over the Borrower's rights under
                  any of the Material Contracts or either of the MUX Licences.
                  This paragraph applies to the Parent to the extent only that
                  it relates to the shares which the Parent holds in the
                  Borrower.

         (D)      Disposal of assets: It will not (and will procure that each
                  Restricted Subsidiary will not) dispose of any of its assets.
                  This does not apply to Permitted Disposals.

                  No disposal of any of the Borrower's rights under any of the
                  Material Contracts will be a Permitted Disposal in any
                  circumstances. In addition, a Permitted Disposal is only
                  permitted if the Borrower will be able to carry on the
                  Analogue Transmission Business and the DTT Transmission
                  Business substantially as before. For this purpose the Agent
                  is entitled to rely on a certificate from the Borrower (signed
                  by a Certifying Financial Officer) to this effect.

                  For the purposes of this paragraph, the grant of a lease or
                  licence (other than a lease or licence given as part of a site
                  sharing arrangement in the ordinary course of business) is
                  treated as a disposal, but this paragraph does not apply to
                  Real Property Transactions permitted under Clause 20.1(EE).

                  This paragraph also does not, however, apply to an assignment,
                  sub-licence or other transfer (in any such case on an arm's
                  length basis on commercial terms) of either or both of the MUX
                  Licences or of any multiplex capacity conferred by such MUX
                  Licences or either of them.

                  This paragraph also does not apply to disposals falling with
                  paragraphs (v) and (vi) of Clause 5.3(B).

                  Any Permitted Disposal which would otherwise be permitted is
                  not permitted to the extent that each of the following
                  applies:

                  (i)     the Net Disposal Proceeds of any disposal of that
                          asset by the acquiror would not, by reason of
                          applicable law, be capable of being made available to
                          the Borrower for the purposes of making a disposal
                          prepayment which would otherwise be payable under
                          Clause 10.2 as a result of that disposal by the
                          acquiror; and

                  (ii)    at the time of the original disposal to the acquiror
                          any member of the Borrower's Restricted Group was
                          aware or should have been aware that

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                                       72

                          the Net Disposal Proceeds would not be available to
                          the Borrower for the purpose of making that disposal
                          prepayment.

                  This paragraph does not apply to the Parent, who (subject to
                  paragraphs (Z) and (AA)) may dispose of its assets as it sees
                  fit.

         (E)      Compliance with laws:  It will (and will procure that each
                  Restricted Subsidiary will) comply with all applicable laws
                  and regulations, and the terms of all permits, authorisations
                  and licences to which it (or such Restricted Subsidiary, as
                  the case may be) is a party. These licences include, amongst
                  others, the MUX Licences. This paragraph includes, amongst
                  other things, compliance with environmental laws, regulations,
                  permits, authorisations and licences but in this case
                  compliance need only be in all material respects. If there is
                  a breach of any such permit, authorisation or licence, but
                  that breach is capable of remedy and the permit, authorisation
                  or licence has not been terminated or revoked, there will not
                  be a breach of this paragraph. This paragraph does not apply
                  to the Parent.

         (F)      Insurance: It will (and will procure that each Restricted
                  Subsidiary will) maintain insurance relating to its assets and
                  activities against those risks and at those levels which are
                  consistent with the insurance maintained by similar
                  businesses. It also agrees to provide to the Agent evidence of
                  all insurance arranged. This paragraph does not apply to the
                  Parent.

         (G)      Maintenance of representations: It will take all steps
                  necessary to ensure that those representations in Clause 17.1
                  which are deemed to be repeated by reason of Clause 17.2
                  remain true and correct when so deemed to be repeated.

         (H)      Agreements with CCIC: It will ensure that all agreements
                  between it and CCIC or any other shareholder of the Parent are
                  on an arm's length basis on commercial terms. This paragraph
                  does not apply to the Parent.

         (I)      Enforcement of Material Contracts: It will (and will procure
                  that each Restricted Subsidiary will) enforce its rights under
                  all Material Contracts in accordance with their terms where
                  failure to do so is reasonably likely to have a Material
                  Adverse Effect. This paragraph does not apply to the Parent.

         (J)      Performance of Material Contracts: It will (and will procure
                  that each Restricted Subsidiary will) perform its obligations
                  under Material Contracts (including under any licences,
                  roll-out or transmission system modification requirements or
                  other performance covenants set out in any of them) in all
                  material respects in accordance with their terms. Defaults:

                  (i)     under any Material Contract giving rise to charges,
                          service credits or liquidated damages under that
                          Material Contract of less than (Pounds)500,000 in any
                          financial year; or

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                                       73

                  (ii)    under more than one Material Contract giving rise to
                          charges, service credits or liquidated damages of less
                          than (Pounds)1,500,000 in aggregate in any financial
                          year,

                  and defaults under any licence which would not be in breach of
                  paragraph (E) are to be treated as not material. This
                  paragraph does not apply to the Parent.

         (K)      Borrowings: It will not (and it will procure that each
                  Restricted Subsidiary will not) have any Indebtedness for
                  Borrowed Money, or issue any guarantees, indemnities or other
                  similar assurances (each being for the purposes of this
                  paragraph a "guarantee"), except (at any time):

                  (i)     amounts due under: (a) this Agreement; (b) the
                          Overdraft Facilities (as long as the amount
                          outstanding does not exceed (Pounds)5,000,000); and
                          (c) the Hedging Contracts;

                  (ii)    amounts due under finance leases where the aggregate
                          principal elements of obligations in respect of those
                          leases does not exceed (Pounds)3,500,000 in aggregate;

                  (iii)   guarantees of the Borrower's obligations under this
                          Agreement;

                  (iv)    amounts borrowed by the Borrower or a Restricted
                          Subsidiary (which is a wholly-owned member of the
                          Borrower's Restricted Group) from a Restricted
                          Subsidiary (which is a wholly-owned member of the
                          Borrower's Restricted Group) or from the Borrower;

                  (v)     guarantees by the Borrower or a Restricted Subsidiary
                          (which is a wholly-owned member of the Borrower's
                          Restricted Group) of obligations (which are not
                          prohibited by the terms of the Financing Documents) of
                          a Restricted Subsidiary (which is a wholly-owned
                          member of the Borrower's Restricted Group) or the
                          Borrower;

                  (vi)    amounts due from the Borrower to the Parent under the
                          Subordinated Loan Agreement;

                  (vii)   amounts due from the Borrower to CC Finance under the
                          Inter-Company Loan Agreement;

                  (viii)  guarantees of CC Finance's obligations under the
                          Bonds. This applies to guarantees relating to the
                          first issue of bonds under the Bonds. It does not
                          apply to guarantees relating to any issue of further
                          or other bonds;

                  (ix)    guarantees of amounts not exceeding (Pounds)2,000,000
                          in aggregate;

                  (x)     Indebtedness for Borrowed Money incurred by, provided
                          by or otherwise made available by the Borrower's
                          Restricted Group in relation to Unrestricted Entities
                          so long as the aggregate amount of Indebtedness

<PAGE>

                                       74

                       for Borrowed Money incurred by, provided by or otherwise
                       made by the Borrower's Restricted Group and outstanding
                       at such time in relation to Unrestricted Entities does
                       not exceed the Unrestricted Entities Investment Limit
                       when aggregated with any other Investment Amounts which
                       have been previously incurred by, provided by or
                       otherwise made available by members of the Borrower's
                       Restricted Group in relation to Unrestricted Entities and
                       which (in the case of Indebtedness for Borrowed Money)
                       are outstanding at such time;

               (xi)    guarantees permitted under Clause 20.1(L)(vii); and

               (xii)   other borrowings not exceeding (Pounds)5,000,000 in
                       aggregate.

               This paragraph does not apply to the Parent, who may have
               Indebtedness for Borrowed Money, or issue guarantees, as it sees
               fit.

           (L) Acquisitions and joint ventures:

               (i)     It will not (and will procure that any Restricted
                       Subsidiary will not):

                       (a) acquire any business; or

                       (b) make any investment in any company; or

                       (c) enter into any joint venture or any joint venture
                           agreement or arrangement where, in any case, it has
                           any obligation to lend to, guarantee, transfer assets
                           to or otherwise fund or incur any liability in
                           respect of this joint venture or to acquire any
                           shares in or assets of this joint venture,

                       (each a "Permitted Acquisition") unless each of the
                       conditions set out in sub-paragraphs (ii), (iii), (iv)
                       and (v) are satisfied.

               (ii)    The Permitted Acquisition must involve a business related
                       to that of the Borrower.

               (iii)   The consideration for the Permitted Acquisition, when
                       aggregated with the consideration for all other Permitted
                       Acquisitions in the same financial year of the Borrower,
                       must not exceed 10% of the gross assets of the Borrower's
                       Restricted Group (as shown in the statement extracted
                       from the latest annual audited consolidated accounts of
                       the Group delivered to the Agent under Clause 18.1(b)(ii)
                       at the time the relevant calculation in respect of the
                       financial year in question is being made). For this
                       purpose the aggregate consideration paid will include any
                       deferred purchase price payable (which, in the case of
                       any earn-out, will be a fair estimate of the value of
                       this earn-out) and any fair estimate of contingent costs
                       or liabilities assumed in connection with the Permitted
                       Acquisition (which shall include, in the case of joint
                       ventures, any obligation of the type referred to in
                       Clause 20.1(L)(i)(c) details of which,

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                                       75

                        in each case, must be set out in reasonable detail in
                        the certificate delivered to the Agent by the Certifying
                        Financial Officer under Clause 18.1(l).

                  (iv)  The Agent must have been provided with any information
                        (financial or otherwise) in relation to the Permitted
                        Acquisition as it may reasonably request.

                  (v)   The Certifying Financial Officer must confirm in writing
                        to the Agent that, to the best of his knowledge having
                        made all reasonable enquiries and without personal
                        liability, the Permitted Acquisition will not result in
                        it failing to comply with any of its obligations under
                        Clause 19.2 at all times during the next four full
                        Quarters following the date on which the Permitted
                        Acquisition takes place.

                  (vi)  In addition, this paragraph will not apply:

                        (a)    after the date on which the annualised Debt
                               Coverage is first established to be not more than
                               3:1 for two successive Quarters; and

                        (b)    for so long as the annualised Debt Coverage
                               remains at no more than 3:1.

                        Annualised Debt Coverage will be calculated as set out
                        in Clause 8.8.

                  (vii) This paragraph does not apply to any investment in
                        ServicesCo or any joint venture or joint venture
                        arrangement where ServicesCo is the subject of that
                        joint venture, but only if the aggregate amount of the
                        investment and any loans, guarantees, indemnities or
                        other similar assurances, contributed assets, funding
                        and other liabilities made or incurred by the Borrower
                        and its Restricted Subsidiaries in respect thereof does
                        not exceed (Pounds)1,500,000.

                  This paragraph does not apply to the Parent, who may acquire
                  businesses or make investments in companies as it sees fit.

             (M)  Investments: It will not (and will procure that each
                  Restricted Subsidiary will not) invest any surplus cash other
                  than in cash deposits with UK clearing banks or in cash
                  equivalent investments. For the purpose of this paragraph
                  "cash equivalent investments" means investments in:

                  (i)   marketable obligations of or guaranteed by any of the
                        United Kingdom, the Republic of France or the United
                        States of America or issued by an agency of any of them
                        and backed by any of the same;

                  (ii)  certificates of deposit, notes and acceptances issued by
                        banks which are authorised institutions for the purposes
                        of the Financial Services and Markets Act 2000 or which
                        are European authorised institutions under

<PAGE>

                                       76

                   the Banking Consolidation Directive and which are entitled to
                   accept deposits in the United Kingdom or by building
                   societies under the Building Societies Act 1986, so long as
                   such bank or building society's long term senior debt
                   immediately prior to the making of such an investment is
                   rated not less than A- by Standard & Poor's Corporation or
                   not less than A3 by Moody's Investors Services Inc., or
                   (where a bank or building society is rated by both Standard &
                   Poor's Corporation and by Moody's Investors Services Inc.) is
                   rated not less than A- by Standard & Poor's Corporation and
                   not less than A3 by Moody's Investors Services Inc.;

             (iii) commercial paper with not more than 187 days to maturity
                   provided that immediately prior to the making of such an
                   investment the issuer (or guarantor) of the commercial paper
                   is rated for short term obligations not less than A1 by
                   Standard & Poor's Corporation or not less than P1 by Moody's
                   Investors Services, Inc., or (where a bank or building
                   society is rated by both Standard & Poor's Corporation and by
                   Moody's Investors Services Inc.) is rated not less than A1 by
                   Standard & Poor's Corporation and not less than P1 by Moody's
                   Investors Services Inc.; or

             (iv)  any Indebtedness for Borrowed Money issued by persons with a
                   rating of A+ or higher by Standard & Poor's Corporation or A1
                   or higher by Moody's Investors Services Inc.,

             provided that any investment made pursuant to sub-paragraphs (ii),
             (iii) and (iv) above in or guaranteed by a single bank, building
             society or other body corporate in excess of (Pounds)2,500,000
             shall not be permitted. This paragraph does not apply to the
             Parent.

         (N) Loans: It will not (and will procure that each Restricted
             Subsidiary will not) provide loans or other credit, other than:

             (i)   normal trade credit;

             (ii)  loans not exceeding (Pounds)500,000 in aggregate;

             (iii) loans to the Borrower or a Restricted Subsidiary (which is a
                   wholly-owned member of the Borrower's Restricted Group)
                   permitted by paragraph 20.1(K)

             (iv)  loans or other credit which, when aggregated with all other
                   Investment Amounts incurred by, provided by, or otherwise
                   made available by members of the Borrower's Restricted Group
                   and which (in the case of Indebtedness for Borrowed Money)
                   are outstanding at such time, do not exceed either:

                   (a)  in respect of Investment Amounts which are incurred by,
                        provided by, or otherwise made available by members of
                        the

<PAGE>

                                       77

                     Borrower's Restricted Group in the current financial year,
                     the Total Annual Investment Limit applicable to this
                     financial year; or

                 (b) in respect of Investment Amounts which are (1) incurred
                     by, provided by, or otherwise made available by members of
                     the Borrower's Restricted Group in the current or any
                     previous financial years and (2) relate to loans or other
                     credit made available to Unrestricted Entities, the
                     Unrestricted Entities Investment Limit; and

          (v)    loans to ServicesCo permitted by Clause 20.1(L)(vii).

          This paragraph does not apply to the Parent, who may provide loans or
          other credit as it sees fit.

     (O)  Treasury transactions: It will not (and will procure that each
          Restricted Subsidiary will not) enter into any interest rate swap,
          cap, ceiling, collar or floor or any swap, future or option in
          relation to currency or equity or any commodity contract or option (in
          any of these cases, whether over the counter or exchange traded) or
          any similar treasury transaction, other than:

          (i)    in the case of the Borrower, the Hedging Contracts;

          (ii)   spot foreign exchange contracts entered into in the ordinary
                 course of business (other than for speculative purposes); and

          (iii)  the hedging of actual or projected foreign exchange exposures
                 arising in the ordinary course of its business.

          Where a Company enters into one of the transactions permitted by sub-
          paragraphs (ii) or (iii) it will provide details of that transaction
          to the Agent at the time of delivery of each set of quarterly
          management accounts under Clause 18.1(c) to the extent that such
          details have not been previously provided to the Agent. No details
          need be provided, however, of any transaction involving a notional or
          actual principal amount of less than (Pounds)10,000,000.

          This paragraph does not apply to the Parent, who may enter into
          treasury transactions as it sees fit.

     The Borrower agrees that, unless otherwise agreed by the Agent (acting on
     the instructions of an Instructing Group):

     (P)  Carry on business: It will carry on the Analogue Transmission Business
          and the DTT Transmission Business. These businesses will be conducted
          in accordance with applicable law.

     (Q)  Intellectual property: It will maintain all material intellectual
          property rights required for the purpose of the Analogue Transmission
          Business, the DTT

<PAGE>

                                       78

          Transmission Business or any other material business conducted by it
          in all appropriate jurisdictions.

     (R)  Subsidiaries:

          (i)  It will ensure that each of its Subsidiaries becomes a guarantor
               of amounts due under this Agreement unless it is designated an
               Unrestricted Subsidiary in accordance with sub-paragraph (ii) or
               unless sub-paragraph (v) applies. When a company is required to
               be a Guarantor for the purposes of this paragraph the Borrower
               agrees to ensure that:

               (a)  that company duly executes and delivers an Additional
                    Guarantor Agreement substantially in the form set out in
                    Schedule 6 (and for this purpose the Borrower is authorised
                    to execute the Additional Guarantor Agreement on behalf of
                    each Company);

               (b)  that company duly executes a document of a type described in
                    paragraph (C) or (D) of the definition of "Charges" in
                    Clause 1.1; and

               (c)  there is delivered to the Agent evidence reasonably
                    satisfactory to the Agent that the Additional Guarantor
                    Agreement and the document referred to in sub-paragraph (b)
                    above are valid and binding on that Company and (in the case
                    of the document referred to in sub-paragraph (b) above)
                    creates first ranking security (subject to Security
                    permitted under Clause 20.1(c)(ii) and (iii)). This evidence
                    may include items equivalent to those described in
                    paragraphs 4, 5 and 6 of Schedule 3.

               Each of the requirements in sub-paragraphs (a), (b) and (c) above
               must be satisfied within 30 days of a company becoming a
               Subsidiary of the Borrower. The obligations contained in this
               paragraph do not apply to:

               (1)  CC Finance (which shall be deemed to be an Unrestricted
                    Subsidiary); or

               (2)  any Subsidiary of the Borrower whose sole business is to
                    hold and administer pension funds on behalf of the employees
                    of companies in the Group; or

               (3)  any Subsidiary which is designated an Unrestricted
                    Subsidiary in accordance with sub-paragraph (ii) or in
                    relation to which sub-paragraph (v) applies.

          (ii) Where a Permitted Acquisition which is permitted under
               paragraph (L) involves the acquisition of, or subscription for
               shares in, a company (a

<PAGE>

                                       79

                 "New Company") which owns, or is established for the purpose of
                 owning, the business to be acquired or invested in, the
                 Borrower will:

                 (a)  have the right, if the New Company is a Subsidiary (a "New
                      Subsidiary"), to designate the New Subsidiary as an
                      "Unrestricted Subsidiary" or to apply to the Agent under
                      sub-paragraph (v); and

                 (b)  upon the acquisition of, or subscription for, the shares
                      of the New Company by it or by any Restricted Subsidiary
                      to which sub-paragraph (v) does not apply, grant, or
                      procure the granting of, a first equitable charge in
                      respect of such shares in favour of the Agent but
                      provided that the Lenders' rights under the equitable
                      charge are subject to any pre-emption rights granted by
                      the relevant member of the Borrower's Restricted Group
                      under any joint venture agreement entered into in
                      connection with the acquisition of, or subscription for,
                      shares in the New Company so long as these pre-emption
                      rights provide for the transfer of the shares to which
                      they relate at fair market value. In such circumstances,
                      the Borrower will not be required to ensure the execution
                      and delivery of the documents and evidence referred to in
                      sub-paragraphs (i)(a),(b) and (c).

          (iii)  It will ensure that any Unrestricted Subsidiary does not at any
                 time grant to any third party a fixed or floating charge over
                 any assets or property which it shares with or which is owned
                 or used by or in connection with the business of any member of
                 the Borrower's Restricted Group except with the prior written
                 consent of the Agent.

          (iv)   At any time subsequent to an acquisition of an Unrestricted
                 Subsidiary the Borrower may elect to designate a New Subsidiary
                 as a "Restricted Subsidiary", which designation will take
                 effect upon all the documents and evidence referred to in
                 sub-paragraphs (i)(a), (b) and (c) being delivered to the Agent
                 in a form satisfactory to the Agent.

          (v)    This sub-paragraph (v) applies where:

                 (a)  the Borrower or a Restricted Subsidiary is proposing to
                      acquire, or subscribe for, shares in a company which upon
                      the proposed acquisition or subscription taking place
                      would become a Subsidiary of the Borrower or a Restricted
                      Subsidiary, and the Borrower demonstrates to the
                      satisfaction of the Agent that it would be impossible or
                      highly impracticable (having regard to the value of any
                      security or guarantees otherwise required to be provided
                      to the Agent) for the proposed Subsidiary to execute and
                      deliver either or both of the documents referred to in
                      paragraph (R)(i)(a) and (b) and/or comply with the
                      requirement set out in paragraph (Z); or

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                                       80

                        (b) a Subsidiary of the Borrower is, at the Amendment
                            Date and for so long as it so remains, a Dormant
                            Subsidiary.

                        In this event, the Agent will permit the proposed
                        Subsidiary on becoming a Subsidiary or (as the case may
                        be) the Dormant Subsidiary to be designated a
                        "Restricted Subsidiary" notwithstanding that such
                        Subsidiary will not comply with the requirements set out
                        in paragraph (R)(i)(a), (b) and (c) and/or set out in
                        paragraph (Z).

                        In the case of sub-paragraph (v)(a) above, the Borrower
                        will provide:

                        (1) legal opinions (in a form and content satisfactory
                            to the Agent) which explain why satisfying the
                            requirements set out in paragraph (R)(i)(a), (b)
                            and/or (c) and/or paragraph (Z) are impossible or
                            highly impracticable.

                        (2) any information (financial or otherwise) in relation
                            to the proposed Subsidiary as the Agent may
                            reasonably request.

                        (3) a certificate of the Certifying Financial Officer
                            confirming that, to the best of his knowledge having
                            made all reasonable enquiries and without personal
                            liability, the investment in the proposed Subsidiary
                            will not result in it failing to comply with any of
                            its obligations under Clause Error! Reference source
                            not found. at all times during the next four full
                            Quarters following the date on which the proposed
                            investment takes place.

                 (vi)   This sub-paragraph (vi) applies where:

                        (a) the Borrower notifies the Agent that it wishes a
                            CCIC Affiliate to be designated a "Restricted
                            Subsidiary"; and

                        (b) the Borrower has ensured that this CCIC Affiliate
                            has provided the Agent with the documents and
                            evidence set out (and as specified in) in paragraph
                            (R)(i)(a), (b) and (c).

                        In this event, the Agent will permit that CCIC Affiliate
                        to be designated a "Restricted Subsidiary" and therefore
                        a member of the Borrower's Restricted Group and to be
                        deemed to be a wholly-owned member of the Borrower's
                        Restricted Group, in each case for the purpose of the
                        Financing Documents.

                 (vii)  It will ensure that each of its Subsidiaries which are
                        Dormant Subsidiaries shall remain dormant within the
                        meaning of section 249AA(4) of the Companies Act 1985
                        or, as the case may be, under any other law applicable
                        to the relevant Subsidiary in its jurisdiction of
                        incorporation.

<PAGE>

                                       81

                 This paragraph does not apply to a Subsidiary that is or has
                 become a Guarantor and has delivered to the Agent all the
                 documents and evidence referred to in sub-paragraphs (i)(a),
                 (b) and (c) in a form satisfactory to the Agent.

          (viii) It will ensure that CC Finance remains its wholly-owned
                 Subsidiary.

     (S)  Distribution: It will not make any Distribution, and it will not pay
          any amounts in respect of interest or principal under the Subordinated
          Loan Agreement.

     (T)  Change of business: It will not change in any material respect the
          general nature or scope of its business or (taken as a whole) that of
          its Subsidiaries from that carried on at the Amendment Date, being the
          ownership and operation of towers and other equipment for the
          provision of broadcast transmission services, the holding of the MUX
          Licences and the co-location of wireless transmission equipment,
          telecommunications network installation, maintenance and engineering
          consultancy services and other related wholesale businesses. These
          businesses will be conducted in accordance with applicable law.

     (U)  Accounting reference date: It will retain 31st December as its
          accounting reference date and will make no change to the duration of
          any of its financial years.

     (V)  Bonds: It will procure that:

          (i)    (save for the correction of typographical inconsistencies or
                 manifest errors) the terms and conditions of the Bonds are not
                 amended or waived in any way at the request of CC Finance (or
                 any other member of the Group); and

          (ii)   CC Finance's obligations under the Bonds are not defeased to
                 any other person, and no other person is substituted for or
                 assumes the obligations of CC Finance in respect of the Bonds.

     (W)  Use of Facility: It will not use the proceeds of the Facility to
          finance, either in whole or in part, the acquisition and development
          of BT exchange site rooftops under the BT Site Acquisition Agreement.

     (X)  Inter-Company Loan Agreement: It will procure that:

          (i)    the terms of Inter-Company Loan Agreement are not amended or
                 waived in any way;

          (ii)   (save, in the case of the Borrower, for the Charges) neither
                 party to the Inter-Company Loan Agreement assigns its rights or
                 novates its rights and obligations under the Inter-Company Loan
                 Agreement; and

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                                       82

          (iii)  no payment is made under the Inter-Company Loan Agreement which
                 is greater, or is made earlier, than is required to be made
                 under the terms of the Inter-Company Loan Agreement.

     (Y)  Abandonment of DTT: It will not abandon all or any material part of
          its DTT transmission network. This paragraph does not apply to the
          abandonment of such part of the Borrower's DTT transmission network as
          was used for the purposes of providing transmission services to ITV
          Digital plc and is not otherwise necessary or required for the
          performance by the Borrower of its obligations under any of the
          Material Contracts or (to the extent non-performance by the Borrower
          would be reasonably likely to have a Material Adverse Effect) either
          of the MUX Licences.

     (Z)  Fully paid shares: It will ensure that all shares directly owned by
          it, or by any member of the Borrower's Restricted Group (other than a
          member to which paragraph (R)(v) applies) are charged to the Agent and
          that all those shares are fully paid, have no liability attaching to
          the holder and, as against the Agent upon enforcement of the Charges,
          are free from any restriction on transfer and any rights of
          pre-emption (except as provided in paragraph (R)(ii)(b)). It will also
          ensure that the share certificates for all those shares are delivered
          to the Agent as soon as reasonably practicable after the relevant
          company obtains possession of those share certificates in its name or
          in the name of its nominee. This paragraph does not require the
          Borrower, or any member of the Borrower's Restricted Group, to charge
          its shares in ServicesCo to the Agent.

     The Parent agrees that, unless otherwise agreed by the Agent (acting on the
     instructions of an Instructing Group):

     (AA) (i)    Borrower as a Subsidiary: It will ensure that the Borrower
                 remains its wholly-owned Subsidiary.

          (ii)   Standby L/C: It will not amend or waive any term of the Standby
                 L/C Application or the Pledge. It will at all times maintain on
                 deposit with JPMorgan Chase Bank and subject to the Standby L/C
                 Application and the Pledge sums sufficient to meet in full the
                 BT Obligations as they fall due and any liabilities of the
                 Parent in respect of the Standby L/C Application.

     Each of the Borrower and the Parent agrees that, unless otherwise agreed by
     the Agent (acting on the instructions of an Instructing Group):

     (BB) Subordinated Loan Agreement: It will not amend or waive any term of
          the Subordinated Loan Agreement. This paragraph does not, however,
          prohibit an increase in the principal amount available to the Borrower
          under the Subordinated Loan Agreement.

     The Borrower agrees that, unless otherwise agreed by the Agent (acting on
     the instructions of an Instructing Group):

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                                       83

     (CC) Hedging Policy: It will use its best efforts to hedge its interest
          rate exposure in accordance with the Hedging Policy and the following
          requirements:

          (i)    Each Hedging Contract will comply with the requirements of
                 Schedule 11.

          (ii)   Security may be granted to a Hedging Bank only on an equal
                 basis with the Lenders. This may only be achieved by the
                 counterparty to the Hedging Contract executing and delivering a
                 Hedging Bank Agreement with the Agent substantially in the form
                 of Schedule 10.

          (iii)  It will use its best efforts to ensure that all Hedging
                 Contracts required by the Hedging Policy are effective by the
                 Amendment Date.

          (iv)   The counterparties in all Hedging Contracts must at all times
                 be Lenders or their affiliates.

          (v)    The aggregate notional principal amount under all the Hedging
                 Contracts will not exceed the Commitments (provided that, to
                 the extent that the notional principal amount exceeds the Loan,
                 the Borrower will supply the Agent with details of proposed
                 Advances to be made by it in respect of this amount).

          (vi)   The Borrower will notify the Agent before executing any Hedging
                 Contract and before agreeing any transaction under a Hedging
                 Contract. This notification will include details of the
                 commercial terms of the Hedging Contract. In the notification
                 the Borrower will confirm that the proposed Hedging Contract or
                 transaction will not infringe the requirements of this
                 paragraph.

     (DD) (i)    BT Site Acquisition Agreement: It will not amend or waive any
                 provision of the BT Site Acquisition Agreement in a manner or
                 to an extent that is detrimental to any member of the Group.

          (ii)   Joint ventures: It will not (and will procure that none of its
                 Restricted Subsidiaries will) enter into or acquire any
                 interest in any company, partnership or other unincorporated
                 person for the purpose of implementing any joint venture other
                 than by:

                 (a)  the acquisition of stocks, shares or securities in a
                      limited liability company; or

                 (b)  through a limited liability company established for the
                      purpose of implementing the relevant joint venture.

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                                       84

     It is agreed that:

     (EE) Real property transactions: The Borrower and any Restricted Subsidiary
          may enter into the following transactions ("Real Property
          Transactions") without the need for Lenders' consent:

          (i)    the surrender of a leasehold interest or licence for a freehold
                 interest;

          (ii)   entry into supplemental leases or licence for additional land;

          (iii)  the variation of leases or licences (including the addition of
                 sharers) with landlord's consent;

          (iv)   renewal of leases or licences on substantially the same terms
                 upon the expiry of the term by effluxion of time; and

          (v)    the surrender of a leasehold interest or licence in return for
                 the grant of a different leasehold interest or licence to
                 replace it provided that the aggregate Net Value Reduction of
                 all such transactions in any financial year of the Borrower
                 does not exceed 10% of the gross assets of the Borrower's
                 Restricted Group(as shown in the statement extracted from the
                 latest annual audited consolidated accounts of the Group
                 delivered to the Agent under Clause 18.1(b)(ii)),

          provided that none of such transactions has or is reasonably likely to
          have a Material Adverse Effect on the Security created by the Charges
          or its value, and provided that when carrying out Real Property
          Transactions under this paragraph the Borrower must continue to comply
          with its obligations under Clause 3.7 of the Debenture.

          "Net Value Reduction" means in respect of a disposal of a leasehold
          interest or licence in return for replacing it with a different
          leasehold interest or licence, the amount by which the value (both
          income and/or capital as applicable) of the original leasehold
          interest or licence has been reduced by the replacement leasehold
          interest or licence. The Borrower shall only be obliged to provide an
          independent valuation of the value of each leasehold interest or
          licence to be surrendered and granted where the Net Value Reduction
          exceeds (Pounds)200,000.

     (FF) Crown Castle Communications Limited: CCCL will not, and the Borrower
          will procure that CCCL will not, without the prior written consent of
          an Instructing Group, trade, carry on any business (other than to the
          extent it is trading or carrying on business as at the Amendment Date)
          or acquire or agree to acquire any assets (including any acquisition
          which would otherwise be permitted pursuant to Clause 20.1(L)) or
          incur on or after the Amendment Date any further or greater
          liabilities than CCCL has as at that date.

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                                       85

20.2   Duration of covenants

       The obligations under this Clause and Clauses 18 and 19 will cease to
       have effect when the Facility has ceased to be available and there are no
       amounts outstanding under the Facility.

21.    TERMINATION EVENTS

21.1   Termination Events

       Each of the following is a Termination Event:

       (A)  Non-payment: A Company fails to pay an amount due under a Financing
            Document or a Hedging Contract unless the reason for the failure is
            technical or administrative. In that case there will be a
            Termination Event only if that amount is not paid by that or any
            other Company within 3 Business Days of the due date.

       (B)  Other defaults: A Company fails to perform any of its other
            obligations under a Financing Document or a Hedging Contract. There
            will not, however, be a Termination Event under this paragraph if
            the failure is capable of remedy and is cured within 14 days of the
            Borrower becoming aware of the failure.

       (C)  Untrue representations: Any statement made, or deemed repeated, in a
            Financing Document or a Hedging Contract or in any document
            delivered by a Company under a Financing Document or a Hedging
            Contract is untrue in any material respect or misleading in any
            material respect when that statement is made or deemed repeated.

       (D)  Cross default: Any Indebtedness for Borrowed Money of any Company
            other than under a Financing Document or a Hedging Contract:

            (i)    is not paid or repaid when due for payment or repayment or
                   within any applicable grace period; or

            (ii)   is, or becomes capable of being, declared due and payable
                   before its stated date of payment in accordance with its
                   terms and by reason of an event of default (however
                   described).

            There will not be a Termination Event under this paragraph unless
            the aggregate amount of the Indebtedness for Borrowed Money to which
            (i) or (ii) applies exceeds (Pounds)2,000,000.

       (E)  Insolvency and reorganisation: Any procedure is commenced with a
            view to the winding-up or re-organisation of any Company or with a
            view to the appointment of an administrator, receiver or trustee in
            bankruptcy in relation to any Company or any of its assets. This
            procedure may be a court procedure or any other step which under
            applicable law is a possible means of achieving any

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                                       86

          of those results. It will not be a Termination Event, however, if any
          procedure is commenced with a view to the insolvent winding-up of any
          Company and this procedure is contested in good faith and dismissed
          within 28 days of its commencement.

     (F)  Enforcement of Security: The holder of any Security over any of the
          assets of any Company commences the enforcement of that Security in
          accordance with its terms. This will not be a Termination Event if the
          aggregate amount secured by the Security is (Pounds)100,000 or less.

     (G)  Attachment or distress: Any assets of any Company are subject to
          attachment, sequestration, execution or any similar process in respect
          of Indebtedness for Borrowed Money of more than (Pounds)100,000.

     (H)  Inability to pay debts: Any Company:

          (i)    is unable to pay its debts as they fall due within the meaning
                 of section 123(1) of the Insolvency Act 1986 unless, in the
                 case of section 123(1)(a) only, a statutory notice has been
                 withdrawn, stayed or dismissed within 21 days;

          (ii)   admits its inability to pay its debts as and when they fall due
                 or seeks a composition or arrangement with its creditors or any
                 class of them; or

          (iii)  suspends payments of its debts as they fall due,

          or the value of the assets of any Company is less than the amount of
          its liabilities, taking into account its contingent and prospective
          liabilities at their valued amounts, calculated in accordance with
          Generally Accepted Accounting Principles.

     (I)  Insolvency equivalence: Anything analogous to any of the events
          described in paragraphs (E) to (H) (inclusive) occurs in any relevant
          jurisdiction.

     (J)  Unlawfulness or repudiation: It is unlawful for a Company to comply
          with, or it repudiates, its material obligations under a Financing
          Document.

     (K)  Cessation of business: The Borrower ceases or threatens to cease to
          carry on a material part of the Analogue Transmission Business, the
          DTT Transmission Business or any other material part of its business,
          or any member of the Borrower's Restricted Group ceases or threatens
          to cease to carry on any other material business operated by the
          Borrower's Group (taken as a whole). This paragraph does not apply in
          respect of disposals which are permitted under Clause 20.1(D) or
          20.1(EE).

     (L)  Change of control - Analogue Transmission Agreement: Any event or
          circumstance described in Clause 13.5.1 of the Analogue Transmission

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                                       87

          Agreement occurs and subsists as a result of which the BBC is entitled
          to terminate the Analogue Transmission Agreement (whether or not it
          exercises its rights to terminate) by virtue of Clause 13.5.1 of the
          Analogue Transmission Agreement. For the purposes of this paragraph
          (save where sub-paragraph (iii) applies) any amendment made to the
          Analogue Transmission Agreement, and any waiver or consent granted by
          the BBC, will be disregarded. However, there will not be a Termination
          Event under this paragraph in any of the following cases:

          (i)    If all the Lenders have given their prior written consent.

          (ii)   If the event or circumstance is a flotation of shares as
                 described in Clause 10.4(B).

          (iii)  If the BBC is not entitled to terminate the Analogue
                 Transmission Agreement by virtue of that event or circumstance
                 because the Analogue Transmission Agreement has been amended or
                 the BBC has granted a waiver or consent and an Instructing
                 Group has given its prior written consent.

     (M)  Change of control - BBC DTT Transmission Agreements: Any event or
          circumstance described in Clause 12.7.1 of the BBC DTT Transmission
          Agreement No. 1 or Clause 11.7 of the BBC DTT Transmission Agreement
          No. 2 occurs and subsists as a result of which the BBC is entitled to
          terminate the relevant BBC DTT Transmission Agreement (whether or not
          it exercises its rights to terminate) by virtue of Clause 12.7.1 of
          the BBC DTT Transmission Agreement No.1 or Clause 11.7 of the BBC DTT
          Transmission Agreement No. 2 (as the case may be). For the purposes of
          this paragraph (save where sub-paragraph (iii) applies) any amendment
          made to the relevant BBC DTT Transmission Agreement, and any waiver or
          consent granted by the BBC, will be disregarded. However, there will
          not be a Termination Event under this paragraph in any of the
          following cases:

          (i)    If all the Lenders have given their prior written consent.

          (ii)   If the event or circumstance is a flotation of shares as
                 described in Clause 10.4(B).

          (iii)  If the BBC is not entitled to terminate the relevant BBC DTT
                 Transmission Agreement by virtue of that event or circumstance
                 because that BBC DTT Transmission Agreement has been amended or
                 the BBC has granted a waiver or consent and an Instructing
                 Group has given its prior written consent.

     (N)  Material adverse change: Either of the following occurs:

          (i)    There is a change in the financial condition of the Borrower or
                 (taken as a whole) the Parent and the Borrower's Group having a
                 Material Adverse Effect since the last date as at which each of
                 the covenants in

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                                       88

                 Clause 19.2 was measured. The assessment of whether the change
                 in financial condition is material will be measured against the
                 covenants tested on that date.

          (ii)   An event or circumstance occurs and is continuing affecting the
                 business or operations of the Borrower and (taken as a whole)
                 the Parent and the Borrower's Group and having a Material
                 Adverse Effect. The assessment of whether there has been a
                 Material Adverse Effect will be measured against the business
                 or operations of the Borrower and (taken as a whole) the Parent
                 and the Borrower's Group on the Amendment Date.

     (O)  Litigation: A Company is involved in litigation which is reasonably
          likely to have a Material Adverse Effect.

     (P)  Illegality or termination of Material Contracts and MUX Licences:

          (i)    It is or becomes illegal for any party to a Material Contract
                 or (to the extent such illegality would be reasonably likely to
                 have a Material Adverse Effect) a MUX Licence to or comply with
                 its material obligations thereunder.

          (ii)   Any of the Material Contracts or either of the MUX Licences is
                 terminated or ceases to be in full force and effect other than:

                 (a)  upon expiry by effluxion of time; or

                 (b)  where replaced by a contract or licence (as the case may
                      be) on substantially equivalent commercial terms or on
                      commercial terms that are more beneficial to the relevant
                      member of the Borrower's Restricted Group; or

                 (c)  in the case of either of the MUX Licences, where such
                      termination or cessation would not be reasonably likely to
                      have a Material Adverse Effect.

     (Q)  Default by the BBC: The BBC is due to pay, but has not paid within
          five Business Days of the due date, amounts under:

          (i)    the Analogue Transmission Agreement or the BBC DTT Transmission
                 Agreement No. 1, in either case in an aggregate amount
                 exceeding (Pounds)10,000,000, or

          (ii)   the BBC DTT Transmission Agreement No. 2, in an aggregate
                 amount exceeding (Pounds)5,000,000,

          (which figures in (i) and (ii) above shall be increased each year by
          applying an indexation factor equivalent to that obtained from the
          indexation provisions set

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                                       89

            out in the relevant agreement which relates to the scheduled monthly
            payments as and when such indexation calculation under the relevant
            transmission agreement takes place). The Agent may rely on a
            certificate of the Borrower as to the prevailing default limit
            figure resulting from such indexation.

       (R)  Default by Sky: Sky is due to pay, but has not paid within five
            Business Days of the due date, amounts under the Sky Access and
            Technical Services Agreement in either case in an aggregate amount
            exceeding (Pounds)5,000,000 (which figure shall be increased each
            year by applying an indexation factor equivalent to that obtained
            from the indexation provisions set out in the Sky Access and
            Technical Services Agreement which relates to the scheduled monthly
            payments as and when such indexation calculation under the Sky
            Access and Technical Services Agreement takes place). The Agent may
            rely on a certificate of the Borrower as to the prevailing default
            limit figure resulting from such indexation.

       (S)  Force Majeure: Any event or circumstances constituting force majeure
            (as defined in the relevant Material Contract) occurs under any of
            the Material Contracts. This will only be a Termination Event if it
            has a Material Adverse Effect.

       (T)  Bonds: The Bonds are redeemed or repurchased in whole or in part at
            any time prior to their final maturity for any reason or are
            declared due and payable before their stated date of payment in
            accordance with their terms and by reason of an event of default.
            This does not apply to redemptions or repurchases of part where that
            part, when aggregated with any other such redemptions or
            repurchases, amounts to not more than (Pounds)500,000 in principal
            amount.

       (U)  BT Obligations: Payment of the BT Obligations falls due, is not
            contested in good faith and is not satisfied either by:

            (i)    payment by the Parent; or

            (ii)   payment under the Standby L/C.

            However there will be a Termination Event if payment is made under
            the Standby L/C and the issuer of the Standby L/C (or any transferee
            of the issuer) makes any demand or claim for payment from the
            Borrower in connection with the liability which the issuer (or
            transferee) incurs under or in respect of the Standby L/C.

21.2   Consequences of a Termination Event

       If a Termination Event occurs and is continuing the Agent may by notice
       to the Borrower:

       (A)  cancel the Facility; or

       (B)  demand immediate repayment of the Advances or any of them

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                                       90

       or both. The Agent agrees to deliver a notice under this sub-clause if an
       Instructing Group instructs the Agent to do so. In the case of
       cancellation the Lenders will be under no further obligation to make an
       Advance. In the case of a demand for repayment the Borrower agrees to pay
       the Lenders in accordance with the notice.

21.3   Indemnity

       If there is a Termination Event the Borrower agrees to reimburse the
       Agent and each Lender for the losses and expenses the Agent or that
       Lender incurs, or will incur, as a result. Clause 11.7 also applies.

21.4   Currency indemnity

       This sub-clause applies where a payment due by a Company under or in
       connection with a Financing Document is made or is required to be made in
       a currency other than the specified currency. To the extent that the
       amount received, when converted into the specified currency, is less than
       the amount due the Borrower agrees to reimburse the person entitled to
       the payment for the difference. For the purposes of the computation of
       this amount that person will apply to the amount received a rate of
       exchange prevailing on the date of receipt. If, however, that person is
       unable to use the amount received to buy the specified currency on the
       date of receipt, the rate of exchange prevailing on the first date on
       which that person could buy the specified currency will be used instead.
       The obligation in this sub-clause is a separate and independent
       obligation.


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                                       91

                            PART VII : MISCELLANEOUS

22.   THE AGENT AND THE MANDATED LEAD ARRANGERS

22.1  Appointment

      The Agent is appointed as an agent by each Lender. The Agent is not acting
      as agent of any Company under this Agreement except for the limited
      purpose of signing Substitution Certificates in accordance with Clause
      25.3.

22.2  Authority

      The Agent is authorised to exercise the rights, powers, discretions and
      duties which are specified by the Financing Documents. The Agent may also
      act in a manner reasonably incidental to these matters.

22.3  Duties

      In addition to the obligations of the Agent set out elsewhere in the
      Financing Documents the Agent agrees as follows:

      (A) Notices: The Agent will as soon as reasonably practicable notify each
          Lender of the contents of each notice received from a Company under
          the terms of a Financing Document. If the notice only affects
          particular Lenders the Agent may elect to notify only those Lenders,
          in which case it will do so as soon as reasonably practicable.

      (B) Other documents: When a Company delivers to the Agent any other
          document required to be delivered under a Financing Document the Agent
          will as soon as reasonably practicable provide a copy to each Lender.
          The Borrower agrees to reimburse the Agent for the costs of preparing
          any copies required for this purpose.

      (C) Termination Events: The Agent will notify each Lender of any
          Termination Event or Potential Termination Event. This obligation will
          not arise, however, until the Agent receives express notice with
          reasonable supporting evidence of the Termination Event or Potential
          Termination Event. Until this time the Agent is entitled to assume
          that there is no Termination Event or Potential Termination Event. The
          Agent is not required to make inquiries. Information referred to in
          Clause 22.11 does not have to be disclosed under this sub-clause.

      (D) Information: The Agent will request the Borrower to deliver to the
          Agent under Clause 18.3 any information reasonably requested by a
          Lender.

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                                       92

22.4 Powers

     In addition to the powers of the Agent set out elsewhere in the Financing
     Documents the Agent has the following powers:

     (A) Professional advisers: The Agent may instruct professional advisers to
         provide advice in connection with the Facility.

     (B) Authority from Instructing Group: The Agent may take any action which
         is not inconsistent with the Financing Documents and which is
         authorised by an Instructing Group.

     (C) Views of Instructing Group: In exercising any of its rights, powers or
         discretions the Agent may seek the views of an Instructing Group. If it
         exercises those rights, powers or discretions in accordance with those
         views the Agent will incur no liability.

     (D) Proceedings: The Agent may institute legal proceedings against a
         Company in the name of those Lenders which authorise it to take those
         proceedings.

     (E) Compliance with law: The Agent may take any action necessary for it to
         comply with applicable laws.

     (F) Hedging and Overdrafts: The Agent may sign any Hedging Bank Agreement
         or Overdraft Bank Agreement and the Subordinated Loan Agreement.

     The Agent is not required to exercise any of these powers and will incur no
     liability if it fails to do so. In the context of legal proceedings the
     Agent may decline to take any step until it has received indemnities or
     security satisfactory to it.

22.5 Reliance

     The Agent is entitled to rely upon each of the following:

     (A) Advice received from professional advisers.

     (B) A certificate of fact received from a Company and signed by an
         Authorised Person.

     (C) Any communication or document believed by the Agent to be genuine.

     The Agent will not be liable for any of the consequences of relying on
     these items.

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                                       93

22.6 Extent of Agent's duties

     (A) No other duties: The Agent has no obligations or duties other than
         those expressly set out in the Financing Documents, the Hedging Bank
         Agreements and the Overdraft Bank Agreements.

     (B) Illegality and liability: The Agent is not obliged to do anything which
         is illegal or which may expose it to liability to any person.

     (C) Not trustee: The Agent is not acting as a trustee for any purpose in
         connection with this Agreement, except for its role described in Clause
         22.13, 22.14 and 22.15, and as described in the Hedging Bank Agreements
         and Overdraft Bank Agreements.

22.7 Responsibility of the Lenders

     Each Lender is responsible for its own decision to become involved in the
     Facility and its decision to take or not take action under the Facility. It
     should make its own credit appraisal of each Company and the terms of the
     Facility. Neither the Agent nor any of the Mandated Lead Arrangers makes
     any representation that any information provided to a Lender before, on or
     after the date of this Agreement is true. Accordingly each Lender should
     take whatever action it believes is necessary to verify that information.
     In addition neither the Agent nor any Mandated Lead Arranger is responsible
     for the legality, validity or adequacy of any Financing Document or the
     efficacy of the Security under the Charges. Each Lender will satisfy itself
     on these issues.

22.8 Limitation of liability

     (A) Agent: The Agent will not be liable to the Lenders for any action or
         non-action under or in connection with the Financing Documents unless
         caused by its gross negligence or willful misconduct.

     (B) Directors, employees and agents: No director, employee or agent of the
         Agent will be liable to a Lender or a Company in relation to the
         Financing Documents. Each Lender and each Company agrees not to seek to
         impose this liability upon them. Any director, employee or agent of the
         Agent may rely on this Clause 22.8(B) subject to Clause 1.6 and the
         Contracts (Rights of Third Parties) Act 1999.

22.9 Business of the Agent

     Despite its role as agent of the Lenders the Agent may:

     (A) participate as a Lender in the Facility or as a Hedging Bank or an
         Overdraft Bank,

     (B) carry on all types of business with any Company, and

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                                       94

      (C) act as agent for other groups of lenders to any Company or other
          borrowers.

22.10 Indemnity

      Each Lender agrees to reimburse the Agent for all losses and expenses
      incurred by the Agent as a result of its appointment as Agent or arising
      from its activities as Agent. These losses and expenses will take into
      account amounts reimbursed to the Agent by the Borrower. The liability of
      each Lender under this sub-clause will be limited to the share of the
      total losses and expenses which corresponds to that Lender's share of the
      Commitments or, if an Advance has been made and is outstanding, the Loan.
      If the losses or expenses are attributable to an activity of the Agent
      which relates to only some of the Lenders the Agent may instead notify the
      Lenders of a different sharing arrangement. In this case the limit of
      liability of a Lender under this sub-clause will be determined by the
      Agent. The Lenders are not liable for losses and expenses arising from the
      gross negligence or willful misconduct of the Agent.

22.11 Confidential information

      The Agent is not required to disclose to the Lenders any information:

      (A) which is not received by it in its capacity as Agent, or

      (B) which it receives, with its consent, on a confidential basis.

22.12 Resignation and removal

      The Agent may resign by giving notice to the Borrower and the Lenders. The
      Agent may be removed by notice given by an Instructing Group to the Agent
      and the Borrower. In either event the following apply:

      (A) Appointment by Instructing Group: An Instructing Group may appoint a
          new Agent after consultation with the Borrower.

      (B) Appointment by the resigning Agent: If the Agent has resigned and the
          Instructing Group has not appointed a new Agent within 30 days after
          the resigning Agent's notice, the resigning Agent may appoint a new
          Agent after consultation with the Borrower.

      (C) Mode of appointment: A new Agent will be appointed by notice to the
          Borrower and the Lenders. A new Agent cannot be appointed without its
          consent.

      (D) Timing of appointment: If the Agent has resigned, the new Agent will
          become Agent at a time agreed between the new Agent and the resigning
          Agent. If no time is agreed the new Agent will become Agent 10
          Business Days after the notice referred to in paragraph (C). Any
          resignation or removal of the Agent will not be effective until a new
          Agent has been appointed and accepted its appointment.

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                                       95

      (E) Effect of appointment: Upon a new Agent becoming Agent the
          resigning/removed Agent will cease to be Agent. Accordingly it will be
          discharged from its obligations and duties as Agent. It will, however,
          continue to be able to rely on the terms of this Clause in respect of
          all matters relating to the period of its appointment. The new Agent
          will assume the role of Agent. It will have all the rights, powers,
          discretions and duties of the Agent provided for in this Agreement.

      (F) Transition: The resigning/removed Agent and the new Agent agree to
          co-operate to ensure an orderly transition. The resigning/removed
          Agent agrees to deliver or make available to the new Agent all
          records, files and information held by it as Agent. This obligation
          will not require the resigning/removed Agent to disclose any
          confidential information. the resigning/removed Agent also agrees to
          transfer the benefit of the Charges, and all rights relating to the
          Charges, to the new Agent. The Borrower agrees to co-operate, to the
          extent reasonably necessary, with this transfer. If required by the
          new Agent the Borrower agrees to execute new Charges in favour of the
          new Agent on identical terms as the then existing Charges.

22.13 Obligation to pay to the Agent

      Each Company agrees to pay to the Agent on demand each amount due and
      payable by that Company to a Lender under any of the Financing Documents.
      This obligation will be satisfied to the extent that the amount is paid to
      the Lender in accordance with Clause 12.3. It does not affect the rights
      of the Lender or the obligation of the Company to the Lender. A payment of
      an amount under this sub-clause will, however, satisfy that Company's
      obligation to pay that amount to the Lender.

22.14 Holding as security trustee

      The Agent agrees that it holds the benefit of:

      (A) Clause 22.13; and

      (B) the Charges and all Security arising from the Charges,

      as trustee on behalf of:

          (i)   the Lenders;

          (ii)  each Hedging Bank which executes a Hedging Bank Agreement in
                accordance with Clause 20.1(CC)(ii); and

          (iii) each Overdraft Bank.

      All the Agent's rights and claims arising under the items mentioned in
      paragraphs (A) and (B) are vested in it on this basis.

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                                       96

22.15 Security

      (A)  Perfection of security and title:  The Agent:

           (i)  is not liable for any failure, omission or defect in perfecting
                the Security constituted by any Charge;

           (ii) may accept without enquiry the title to the property over which
                Security is intended to be created by any Charge.

      (B)  Custody: The Agent is not under any obligation to hold any title
           deeds, security documents or any other documents in connection with
           the property charged by any Charge or to take any steps to protect or
           preserve these documents. The Agent may permit a Company to retain
           all these documents in its possession or may deposit them with a
           nominee or custodian. This paragraph does not apply to documents held
           in relation to a legal mortgage over, or over an interest in, real
           property or shares.

22.16 The Mandated Lead Arrangers

      The Mandated Lead Arrangers have no continuing role in connection with the
      Facility and are not liable in respect of any matter concerning the
      Facility. They are not the agents for any Lender.

22.17 Confirmation of each Lender

      Each Lender confirms to the Agent that, unless it notifies the Agent to
      the contrary, it will be a Qualifying Lender.

23.   EVIDENCE AND CERTIFICATES

23.1  Evidence of debt

      The Agent will maintain in its books an account showing all liabilities
      accrued and payments made in relation to the Financing Documents. Details
      of amounts outstanding recorded in this account will be evidence of each
      Company's obligations unless there is shown to be an error.

23.2  Certificates

      Each certificate delivered under this Agreement must contain reasonable
      detail of the matters being certified. Certificates delivered by the Agent
      or a Lender will be evidence unless there is shown to be an obvious error.

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                                       97

24.  NOTICES

24.1 Nature of notices

     No notice delivered by a Company under this Agreement may be withdrawn or
     revoked. Each notice delivered by a Company must be unconditional. It must
     also be signed by an Authorised Person.

24.2 Delivery of notices

     A notice under this Agreement will only be effective if it is in writing
     and is received. Telexes and faxes are permitted.

24.3 Notices through the Agent

     Each notice from a Company or a Lender will be delivered to the Agent. The
     Agent agrees to pass on the details of notices received by it to the
     appropriate recipient as soon as reasonably practicable.

24.4 Address details

     Notices will be delivered to the address of the intended recipient as set
     out on the signature page. A Company or a Lender may change its address
     details by notice to the Agent. The Agent may change its address details by
     notice to each Company and each Lender.

25.  ASSIGNMENT AND NOVATION

25.1 Company

     The rights of a Company under this Agreement are personal to it.
     Accordingly they are not capable of assignment.

25.2 Assignment by a Lender

     A Lender may assign in whole or in part its rights under this Agreement if:

     (A) At the same time the proposed assignee assumes the whole or (as the
         case may be) the relevant part of the Lender's obligations under this
         Agreement to the satisfaction (acting reasonably) of the Agent and the
         Borrower;

     (B) It is assigning an amount of its Commitments which when these amounts
         are expressed as a proportion of the Total Commitments results in the
         same figure;

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                                       98

     (C) The principal amount to be assigned (or, in the case of an amount in
         the Optional Currency, the Original Sterling Amount) must equal or
         exceed (Pounds)2,500,000 (or be the remaining amount of its
         Commitment); and

     (D) It obtains the written consent of the Borrower in advance. The Borrower
         agrees that it will not unreasonably withhold this consent. If the
         Borrower does not reply to a written request for consent within 10
         Business Days it will be treated as having given its consent. No
         consent is required where the assignment:

         (i)   is to another Lender;

         (ii)  is to an affiliate or Subsidiary or Holding Company of the
               assignor;

         (iii) occurs when there is an outstanding Termination Event; or

         (iv)  is part of the syndication process arranged by the Facility
               Arrangers.

     Neither the Agent nor any Lender will be obliged to treat any person to
     whom a Lender makes an assignment as an assignee until that person agrees
     to pay to the Agent the fee mentioned in Clause 25.3(D).

25.3 Novation by a Lender

     A Lender (the "Existing Lender") may be released from its obligations and
     surrender its rights under this Agreement to the extent that exactly
     corresponding obligations and rights are assumed by another lender (the
     "New Lender") in accordance with the following:

     (A) The Existing Lender must novate an amount of its Commitments which when
         these amounts are expressed as a proportion of the Total Commitments,
         results in the same figure.

     (B) The principal amount to be novated (or, in the case of an amount in the
         Optional Currency, the Original Sterling Amount) must equal or exceed
         (Pounds)2,500,000 (or be the remaining amount of its Commitment).

     (C) The Existing Lender must obtain the prior written consent of the
         Borrower to the proposed novation. The Borrower agrees that it will not
         unreasonably withhold this consent. If the Borrower does not reply to a
         written request for consent within 10 Business Days it will be treated
         as having given its consent. No consent is required where the novation:

         (i)   is to another Lender;

         (ii)  is to an affiliate or Subsidiary or Holding Company of the
               Existing Lender;

         (iii) occurs when there is an outstanding Termination Event; or

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                                       99

          (iv) is part of the syndication proess arranged by the Facility
               Arrangers.

      (D) Once the Borrower's written consent is obtained (or treated as
          obtained), the Existing Lender will deliver to the Agent a
          Substitution Certificate. This must be signed by both the Existing
          Lender and the New Lender and be properly completed. It must have
          attached to it the Borrower's consent. Alternatively it must have
          attached to it the Existing Lender's request for a consent and a
          certificate of an officer of the Existing Lender to the effect that
          such request was received by the Borrower and that no reply was
          received within 10 Business Days. The Existing Lender will also
          arrange for the payment of a processing fee to the Agent. The amount
          of this fee is (Pounds)1,000 (plus any reasonable expenses) unless the
          Agent has notified the Lenders of a different amount which has been
          agreed with an Instructing Group. No fee is payable where the novation
          is part of the syndication process arranged by the Facility Arrangers.

      (E) The Agent will sign the Substitution Certificate no later than 5
          Business Days after its receipt and the payment of the processing fee.
          This signature will be made on behalf of the other Lenders and the
          Companies as well as itself. Each Lender and each Company irrevocably
          authorises the Agent to sign in this manner.

      (F) The Substitution Certificate will take effect on the date it
          specifies. On this date:

          (i)  The Existing Lender is released from its obligations and
               surrenders its rights to the extent described in the Certificate.

          (ii) The New Lender assumes obligations and rights exactly
               corresponding to those released and surrendered by the Existing
               Lender.

          The Commitment of the Existing Lender will be reduced accordingly and
          the New Lender will assume a Commitment of the amount of the
          corresponding reduction.

25.5  Disclosure of information

      A Lender may disclose to an assignee or New Lender, or to a proposed
      assignee or New Lender, any information received by the Lender under or in
      connection with the Financing Documents, including a copy of each of those
      documents. A Lender may not disclose this information to any of these
      persons unless that person has executed a confidentiality undertaking
      substantially in the form set out in Schedule 7 or in any other form
      agreed between the Borrower and the Agent.

25.6  Limitation on certain obligations of Borrower

      This sub-clause applies to any novation or assignment by a Lender and any
      change of office through which a Lender is acting. If, at the time it is
      effected, circumstances exist which would oblige the Borrower to pay to
      the New Lender, assignee or Lender under Clause 11 any sum in excess of
      the sum (if any) which it would have been obliged to pay

<PAGE>

                                       100

      to the Existing Lender, assignor or that Lender under Clause 11 in the
      absence of that novation, assignment or change, the Borrower shall not be
      obliged to pay that excess.

26.   WAIVERS, AMENDMENTS AND RELEASES OF SECURITY

26.1  Writing required

      A waiver or amendment of a term of this Agreement will only be effective
      if it is in writing.

26.2  Authority of the Agent

      If authorised by an Instructing Group the Agent may grant waivers and
      agree amendments of any Financing Document with any Company. These waivers
      and amendments will be granted on behalf of the Lenders and be binding on
      all of them, including those which were not part of the Instructing Group.
      This sub-clause does not authorise the Agent to grant any waiver or agree
      any amendment affecting any of the following:

      (A) The identity of any Company.

      (B) The amount of the Facility.

      (C) The amount or method of calculation of interest, Applicable Margin or
          commitment fee.

      (D) The manner, currency or timing of repayment of the Loan or of the
          payment of any other amount.

      (E) The definition of "Facility Termination Date".

      (F) The definition of "Instructing Group", "Restricted Subsidiary" or
          "Unrestricted Subsidiary".

      (G) The obligations of the Lenders.

      (H) Any requirement (including the one in this sub-clause) that all the
          Lenders or a certain proportion of them consent to a matter or deliver
          a notice.

      (I) Clause 3, 14 or 25.1.

      (J) Subject to Clause 26.3, the release of any Security constituted by the
          Charges.

      (K) This Clause 26.2.

      Waivers or amendments affecting these matters require the consent of all
      Lenders.

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                                       101

26.3  Release of Security for permitted disposals

      The Agent is authorised by the Lenders to effect the release of any
      Security constituted by the Charges over any assets which are disposed of
      by a member of the Borrower's Restricted Group as permitted under Clause
      20.1(D) or by way of a surrender permitted under Clause 20.1(EE).

26.4  Expenses

      The Borrower agrees to reimburse the Agent and each Lender for the
      expenses they incur as a result of any proposal made by the Borrower to
      waive or amend a term of this Agreement or to release any Security.

27.   MISCELLANEOUS

27.1  Exercise of rights

      If the Agent or a Lender does not exercise a right or power when it is
      able to do so this will not prevent it exercising that right or power.
      When it does exercise a right or power it may do so again in the same or a
      different manner. The Agent's and the Lenders' rights and remedies under
      this Agreement are in addition to any other rights and remedies they may
      have. Those other rights and remedies are not affected by this Agreement.

27.2  Counterparts

      There may be several signed copies of this Agreement. There is intended to
      be a single Agreement and each signed copy is a counterpart of that
      Agreement.

28.   LAW

      This Agreement is to be governed by and construed in accordance with
      English law.

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                                       102

                                   SCHEDULE 1:
                             LENDERS AND COMMITMENTS

                                                 Commitment
                                                 ((Pounds))
Lender

Credit Suisse First Boston                       18,333,334

Mizuho Corporate Bank, Ltd                       18,333,333

The Royal Bank of Scotland plc                   18,333,333

Credit Lyonnais                                  15,000,000

The Governor and Company of the Bank
of Scotland                                      15,000,000

Fortis Bank S.A./N.V.                            15,000,000

Scotiabank Europe plc                            10,000,000

KBC Finance Ireland                              10,000,000

                                         --------------------------
                                             120,000,000.00

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

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                                       103

                                   SCHEDULE 2:
                                   COSTS RATE

1.   The Costs Rate is an addition to the interest rate to compensate Lenders
     for the cost of compliance with (a) the requirements of the Bank of England
     and/or the Financial Services Authority (or, in either case, any other
     authority which replaces all or any of its functions) or (b) the
     requirements of the European Central Bank.

2.   On the first day of each Interest Period (or as soon as possible
     thereafter) the Agent shall calculate, as a percentage rate, a rate (the
     "Additional Cost Rate") for each Lender, in accordance with the paragraphs
     set out below. The Costs Rate will be calculated by the Agent as a weighted
     average of the Lenders' Additional Cost Rates (weighted in proportion to
     the percentage participation of each Lender in the relevant Advance) and
     will be expressed as a percentage rate per annum.

3.   The Additional Cost Rate for any Lender lending from a Facility Office in a
     Participating Member State will be the percentage notified by that Lender
     to the Agent. This percentage will be certified by that Lender in its
     notice to the Agent to be its reasonable determination of the cost
     (expressed as a percentage of that Lender's participation in all Advances
     made from that Facility Office) of complying with the minimum reserve
     requirements of the European Central Bank in respect of loans made from
     that Facility Office.

4.   The Additional Cost Rate for any Lender lending from a Facility Office in
     the United Kingdom will be calculated by the Agent as follows:

     (a)  in relation to a sterling Advance:

          AB + C(B-D) + E x 0.01
          ----------------------
                  100-(A+C)      \\per cent. per annum\\

     (b)  in relation to an Advance in an Optional Currency:

          E x 0.01
          --------
             300   \\per cent. per annum.\\

     Where:

     A    is the percentage of Eligible Liabilities (assuming these to be in
          excess of any stated minimum) which that Lender is from time to time
          required to maintain as an interest free cash ratio deposit with the
          Bank of England to comply with cash ratio requirements.

     B    is the percentage rate of interest (excluding the Applicable Margin
          and the Costs Rate and, if the Advance is unpaid after its due date
          for payment, the additional rate of interest specified in Clause 13.1
          (Default interest)) payable for the relevant Interest Period on the
          related Advance.

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                                       104

     C    is the percentage (if any) of Eligible Liabilities which that Lender
          is required from time to time to maintain as interest bearing Special
          Deposits with the Bank of England.

     D    is the percentage rate per annum payable by the Bank of England to the
          Agent on interest bearing Special Deposits.


     E    is designed to compensate Lenders for amounts payable under the Fees
          Rules and is calculated by the Agent as being the average of the most
          recent rates of charge supplied by the Reference Banks to the Agent
          pursuant to paragraph 7 below and expressed in pounds per
          (Pounds)1,000,000.

5.   For the purposes of this Schedule:

     (a)  "Eligible Liabilities" and "Special Deposits" have the meanings given
          to them from time to time under or pursuant to the Bank of England Act
          1998 or (as may be appropriate) by the Bank of England;

     (b)  "Fees Rules" means the rules on periodic fees contained in the FSA
          Supervision Manual or such other law or regulation as may be in force
          from time to time in respect of the payment of fees for the acceptance
          of deposits;

     (c)  "Fee Tariffs" means the fee tariffs specified in the Fees Rules under
          the activity group A.1 Deposit acceptors (ignoring any minimum fee or
          zero rated fee required pursuant to the Fees Rules but taking into
          account any applicable discount rate);

     (d)  "Tariff Base" has the meaning given to it in, and will be calculated
          in accordance with, the Fees Rules; and

     (e)  "Facility Office" means the office or offices through which each
          Lender will perform its obligations under this Agreement.

6.   In application of the above formulae, A, B, C and D will be included in the
     formulae as percentages (i.e. 5 per cent. will be included in the formula
     as 5 and not as 0.05). A negative result obtained by subtracting D from B
     shall be taken as zero. The resulting figures shall be rounded to four
     decimal places.

7.   If requested by the Agent, each Reference Bank shall, as soon as
     practicable after publication by the Financial Services Authority, supply
     to the Agent, the rate of charge payable by that Reference Bank to the
     Financial Services Authority pursuant to the Fees Rules in respect of the
     relevant financial year of the Financial Services Authority (calculated for
     this purpose by that Reference Bank as being the average of the Fee Tariffs
     applicable to that Reference Bank for that financial year) and expressed in
     pounds per (Pounds)1,000,000 of the Tariff Base of that Reference Bank.

8.   Each Lender shall supply any information required by the Agent for the
     purpose of calculating its Additional Cost Rate. In particular, but without
     limitation, each Lender

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                                       105

     shall supply the following information on or prior to the date on which it
     becomes a Lender:

     (a)  the jurisdiction of its Facility Office; and

     (b)  any other information that the Agent may reasonably require for such
          purpose.

     Each Lender shall promptly notify the Agent of any change to the
     information provided by it pursuant to this paragraph.

9.   The percentages of each Lender for the purpose of A and C above and the
     rates of charge of each Reference Bank for the purpose of E above shall be
     determined by the Agent based upon the information supplied to it pursuant
     to paragraphs 7 and 8 above and on the assumption that, unless a Lender
     notifies the Agent to the contrary, each Lender's obligations in relation
     to cash ratio deposits and Special Deposits are the same as those of a
     typical bank from its jurisdiction of incorporation with a Facility Office
     in the same jurisdiction as its Facility Office.

10.  The Agent shall have no liability to any person if such determination
     results in an Additional Cost Rate which over or under compensates any
     Lender and shall be entitled to assume that the information provided by any
     Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true
     and correct in all respects.

11.  The Agent shall distribute the additional amounts received as a result of
     the Costs Rate to the Lenders on the basis of the Additional Cost Rate for
     each Lender based on the information provided by each Lender and each
     Reference Bank pursuant to paragraphs 3, 7 and 8 above.

12.  Any determination by the Agent pursuant to this Schedule in relation to a
     formula, the Costs Rate, an Additional Cost Rate or any amount payable to a
     Lender shall, in the absence of manifest error, be conclusive and binding
     on all parties to this Agreement.

13.  The Agent may from time to time, after consultation with the Borrower and
     the Lenders, determine and notify to all parties to this Agreement any
     amendments which are required to be made to this Schedule in order to
     comply with any change in law, regulation or any requirements from time to
     time imposed by the Bank of England, the Financial Services Authority or
     the European Central Bank (or, in any case, any other authority which
     replaces all or any of its functions) and any such determination shall, in
     the absence of manifest error, be conclusive and binding on all parties to
     this Agreement.

<PAGE>

                                       106

                                   SCHEDULE 3:
       CONDITIONS PRECEDENT TO UTILISATION ON OR AFTER THE AMENDMENT DATE

1.   A copy of the Memorandum and Articles of Association of the Borrower. This
     copy must be certified by a director, the secretary or the Director of
     Legal Services of the Borrower to be complete, up-to-date and in full force
     and effect.

2.   A copy of a resolution of the board of directors of the Borrower approving
     the Facility, authorising the signature and delivery of the Amending
     Documents (as defined below) to which it is a party and approving the
     borrowing of the aggregate Available Commitments. The copy must be
     certified by a director, the secretary or the Director of Legal Services of
     the Borrower to be a true copy of a duly passed resolution which is in full
     force and effect.

3.   Specimen signatures of all persons authorised by the resolutions referred
     to in paragraph 2 above. These signatures must be certified by a director,
     the secretary or the Director of Legal Services of the Borrower to be
     genuine.

4.   A copy of the Memorandum and Articles of Association of the Parent and each
     other Guarantor. This copy must be certified by a director, the secretary
     or the Director of Legal Services of the Parent and the relevant Guarantor
     to be complete, up-to-date and in full force and effect.

5.   A copy of a resolution of the board of directors of the Parent and each
     other Guarantor authorising the signature and delivery of the Amending
     Documents (as defined below) to which it is a party. The copy must be
     certified by a director, the secretary or the Director of Legal Services of
     the Parent and the relevant Guarantor to be a true copy of a duly passed
     resolution which is in full force and effect.

6.   A legal opinion from Slaughter and May, English legal advisers to the
     Agent, substantially in the form set out in Schedule 8.

7.   Copy of the Register of Insurances prepared by the Borrower's insurance
     brokers in the agreed form.

8.   To the extent not previously delivered, copies certified by the Borrower
     (or, in the case of sub-paragraph (n) below, the Parent) as true, complete
     and up-to-date (or, in the case of amending documents, executed originals)
     of the following documents:

     (a)  Fee letter from Credit Suisse First Boston in its capacity as a
          Mandated Lead Arranger and as Agent, counter-signed by the Borrower;

     (b)  Supplemental and Amendment Deed;

     (c)  Deposit Charge Amendment Agreement;

     (d)  Supplemental and Amendment Indenture;

     ((a), (b), (c) and (d) together the "Amending Documents")

<PAGE>
                                       107


     (e)  Transmission Agreements;

     (f)  NTL Site Sharing Agreement;

     (g)  BT Site Acquisition Agreement;

     (h)  Hutchison 3G Agreement;

     (i)  MUX Licences;

     (j)  Sky Access and Technical Services Agreement;

     (k)  Subordinated Loan Agreement;

     (l)  Inter-Company Loan Agreement;

     (m)  Multiplex Related Agreements; and

     (n)  Standby L/C Application, the Pledge and Standby L/C.

     In respect of any document set out in sub-paragraphs (a) to (m) and
     previously delivered to the Agent, the Borrower may satisfy its obligation
     under this paragraph 8 by delivering a certificate of a director, the
     secretary or the Director of Legal Services of the Borrower, identifying
     the document which has been previously delivered and certifying that
     either:

     (i)  there have been no amendments to that document and certifying that the
          copy of such document previously delivered to the Agent remains true,
          complete and up-to-date; or

     (ii) enclosing a copy of any amendment to such document and certifying that
          the copy of such document previously delivered to the Agent, with the
          amendment, is true, complete and up-to-date.

9.   Share certificates in respect of all the issued share capital in the
     Borrower, and blank transfers of these shares duly executed by the Parent
     with the name of the transferee left blank and stamped.

10.  A copy of the share register of the Borrower showing the Parent as the
     registered holder of the entire issued share capital of the Borrower. This
     copy must be certified by a director, the secretary or the Director of
     Legal Services of the Borrower to be complete and up-to-date, as at the
     Amendment Date.

11.  To the extent not previously delivered, completed Land Registry cover (and
     the relevant fee in each case) in respect of the properties listed in
     Schedule 1 of the debenture described in paragraph (A) of the definition of
     "Charges" in Clause 1.1 together with, in the case of those properties with
     registered title, the land or charge certificate and in the case of those
     properties for which an application for first registration has to be made,
     all relevant title deeds and documents and the results of all
     pre-completion searches including Land Charges Act search results.

<PAGE>

                                       108

12.  Evidence satisfactory to the Agent of delivery to each of the
     counterparties to the Material Contracts of a notice in the form set out in
     Schedule 3 to the Debenture.

13.  Evidence satisfactory to the Agent of comfort given by CCIC as to
     maintenance of support of, and levels of shareholding, in the Borrower
     (through the Parent) so as not to entitle the BBC to exercise its right to
     terminate the Analogue Transmission Agreement or any BBC DTT Transmission
     Agreement on a change of control of the Borrower.

14.  The Financial Model addressed to the Agent (for the benefit of itself and
     the Lenders).

15.  The Hedging Policy.

16.  A certificate of the Certifying Financial Officer stating (a) the amount of
     Financial Indebtedness on the last day of the Quarter immediately preceding
     the date of delivery of this certificate and (b) EBITDA for that Quarter.

17.  All share certificates relating to the shares held by the Borrower in CCCL
     and blank transfers of these shares duly executed by the Borrower with the
     name of the transferee left blank and stamped.

18.  To the extent not previously delivered, copies certified by the Borrower as
     true, complete and up-to date and in full force and effect of restrictive
     covenant indemnity insurance acceptable to the Agent (acting reasonably) in
     respect of each of the following properties as the same are more
     particularly described in Part 2 of Schedule 1 to the Debenture, namely:

     (i)    Bolehill;

     (ii)   Droitwich; and

     (iii)  Postwick,

     each having a note of the Lenders' interest noted thereon.

19.  To the extent not previously delivered, property title certificates or
     reports on the properties subject to the Scottish Charge and the Northern
     Irish Charge.

20.  Property certificate of title in respect of the property located at West
     Runton (as described in Schedule 1, Part 2 to the Debenture) addressed to
     the Agent (for the benefit of itself and the Lenders) in the agreed form.

21.  Evidence satisfactory to the Agent that all documentation and fees
     necessary to perfect, preserve or protect the Scottish Charge and the
     Northern Irish Charge have been procured.

22.  A supplemental legal opinion from Shepherd & Wedderburn, Scottish legal
     advisers to the Agent, relating to the validity of the Scottish Charge and
     of the security interests constituted thereby.

<PAGE>

                                       109

23.  A supplemental legal opinion from Johns Elliot, Northern Irish legal
     advisers to the Agent, relating to the validity of the Northern Irish
     Charge and of the security interests constituted thereby.

24.  Evidence satisfactory to the Agent of moneys standing to the credit of an
     account with JPMorgan Chase Bank which is subject to the Pledge in an
     amount sufficient to meet in full the BT Obligations as they fall due and
     any liabilities of the Parent in respect of the Standby L/C Application.

25.  A legal opinion from Haynes and Boone, U.S. legal advisers to the Agent, in
     form and content satisfactory to the Agent.

<PAGE>

                                       110

                                   SCHEDULE 4:
                        FORM OF SUBSTITUTION CERTIFICATE

                             CROWN CASTLE UK LIMITED

   (Pounds)120,000,000 REVOLVING LOAN FACILITY UNDER LOAN AGREEMENT DATED 28TH
                          FEBRUARY, 1997 (AS AMENDED)

                            SUBSTITUTION CERTIFICATE

To:  [Name and address of the Agent]

This certificate is delivered to you for the purposes of Clause 25.3 of the Loan
Agreement under which you are currently Agent.

     Name of Existing Lender:   ____________________________

     Name of New Lender:        ____________________________

     Details of substitution:

[Insert details distinguishing between the Facility and between undrawn
commitment and participation in the Loan and other amounts due under the
Facility]

     Date of effect of substitution:    ____________________

The substitution described above will take effect in accordance with Clause 25.3
of the Loan Agreement.

The Existing Lender and the New Lender agree as follows:

1.   The New Lender is responsible for its own decision to become involved in
     the Facility. It should make its own credit appraisal of the Companies and
     the terms of the Facility. Neither the Existing Lender nor the Agent makes
     any representation that any information provided to the New Lender before,
     on or after the date of this certificate is true. Accordingly the New
     Lender should take whatever action it believes is necessary to verify that
     information. In addition neither the Existing Lender nor the Agent is
     responsible for the legality, validity or adequacy of the Loan Agreement.
     The New Lender will satisfy itself on these issues.

2.   There is no obligation on the Existing Lender to accept any novation or
     assignment back of the rights and obligations referred to in this
     certificate. The Existing Lender accepts no obligation to indemnify the New
     Lender for any losses incurred as a result of a failure by the Borrower or
     any Guarantor to perform its obligations or for any other losses. The New
     Lender acknowledges this is the case.

The New Lender represents that it is a Qualifying Lender. This representation
does not apply where the representation would be untrue as a result of a change
in law, double taxation agreement or published concession of any relevant taxing
authority or a change in the

<PAGE>

                                       111

interpretation or application of law, double taxation agreement or published
concession of any relevant taxing authority.

This certificate is to be governed by and construed in accordance with English
law.

Existing Lender                              New Lender

[Name of Existing Lender]                    [Name of New Lender]

By:                                          By:

Agent (on behalf of the other Lenders, the Companies and itself)

[Name of Agent]

By:

Date:

Notice details for New Lender

(if it is not already a Lender):

Address:

Fax Number:

Telex Number:

Attention:

<PAGE>

                                       112

                                   SCHEDULE 5:
                             FORM OF ADVANCE REQUEST

To:           [Name of Agent]

              Attention: [.]

From:         Crown Castle UK Limited                      Date: [.]

Dear Sirs,

   (Pounds)120,000,000 REVOLVING LOAN FACILITY UNDER LOAN AGREEMENT DATED 28TH
                          FEBRUARY, 1997 (AS AMENDED)

1.     We refer to the above agreement between yourselves as Agent, us as
       Borrower and various other parties (the "Agreement"). Terms defined in
       the Agreement have the same meaning in this notice.

2.     We would like to draw an Advance in [currency] in the amount of [amount]
       on [date].

3.     The Interest Period should be [.] months.

4.     Please pay the above Advance to account number [.] with [.] in favour of
       ourselves.

5.     We confirm that, today and on the Advance Date:

       (a)    the representations in Clause 17.1 of the Agreement [(other than
              paragraphs (S), (T) and (U))] are true*; and

       (b)    there is [and will be] no outstanding Termination Event [or
              Potential Termination Event.]**

6.     The purpose of the Advance is [.].

                                      Yours faithfully,



                             ____________________________________
                             duly authorised for and on behalf of
                                   Crown Castle UK Limited

_____________

*  [Note: The representations in Clause 17.1(S), Clause 17.1(T)and Clause
   17.1(U) are to be given on the date of the first Advance on or after the
   Amendment Date.]

** [Note: the statement in square brackets will not be required to be made where
   the notice is given to roll over an existing Advance (without increasing the
   amount of this Advance) for an Interest Period of no more than one month at
   any time when no Termination Event has occurred and is continuing.]

<PAGE>

                                       113

                                   SCHEDULE 6:
                     FORM OF ADDITIONAL GUARANTOR AGREEMENT

                         ADDITIONAL GUARANTOR AGREEMENT

DATE :

PARTIES

1.     [.], a company incorporated in [.] (number [.]), of [address] (the "New
       Guarantor");

2.     CROWN CASTLE UK LIMITED, a company incorporated in England (number
       3196207) whose registered office is at Warwick Technology Park, Gallows
       Hill, Heathcote Lane, Warwick CV34 6TN, on its own behalf and on behalf
       of each of the existing Guarantors (each as defined in the Loan Agreement
       referred to below); and

3.     CREDIT SUISSE FIRST BOSTON (the "Agent"), on its own behalf and on behalf
       of each of the Lenders (as defined in the Loan Agreement).

BACKGROUND

A Loan Agreement (the "Loan Agreement") was made on 28th February, 1997 (and
amended on 21st May, 1997, on 18th June, 1999, on 21st August, 2001 and 22nd
November, 2002) between (1) Crown Castle UK Limited (formerly known as Castle
Transmission International Ltd.) as borrower, (2) Crown Castle UK Holdings
Limited (formerly known as Castle Transmission Services (Holdings) Ltd.) and
Crown Castle Communications Limited (formerly known as Millennium Communications
Limited) as guarantors, (3) the lenders listed in the Loan Agreement, (4) Credit
Suisse First Boston as Agent, (5) Credit Suisse First Boston, Mizuho Corporate
Bank, Ltd, and The Royal Bank of Scotland as mandated lead arrangers and others.
Under the terms of the Loan Agreement the Lenders agreed to provide to the
Borrower a (Pounds)120,000,000 credit facility.

Under Clause 20.1(R) of the Loan Agreement the New Guarantor needs to become a
guarantor.

The parties agree as follows:

1.     INTERPRETATION

       Unless a contrary intention is indicated, words and expressions defined
       in the Loan Agreement will have the same meanings when used in this
       Agreement. References to the Loan Agreement are to that agreement as
       amended or supplemented.

2.     INCORPORATION OF ADDITIONAL GUARANTOR

       With effect from the date of this Agreement the New Guarantor will:

       (a)    become a party to the Loan Agreement as if it had been an original
              signatory as a guarantor; and

<PAGE>

                                       114

       (b)    become a "Guarantor" within the definition in Clause 1.1 of the
              Loan Agreement.

       The New Guarantor, each other Company, each Lender and the Agent agrees
       to be bound by the Loan Agreement on this basis.

3.     REPRESENTATIONS BY THE NEW GUARANTOR

       The New Guarantor confirms in respect of itself that the representations
       in Clause 17.1(A) to (M) inclusive of the Loan Agreement if stated at the
       date of this Agreement with reference to the New Guarantor and the facts
       subsisting on the date of this Agreement, are true.

4.     CONSTRUCTION

       This Agreement and the Loan Agreement will be read and construed as one
       document. References in the Loan Agreement to the Loan Agreement (however
       expressed) will be read and construed as references to the Loan Agreement
       and this Agreement.

5.     NOTICES

       The notice details of the New Guarantor for the purpose of 24.4 of the
       Loan Agreement are as follows:

       [.]

       Fax number:    [.]
       Telex number:  [.]
       Attention:     [.]

6.     LAW

       This Agreement is to be governed by and construed in accordance with
       English law. The New Guarantor intends to execute this Agreement as a
       deed and agrees to execute and deliver it as a deed. [Jurisdiction clause
       and appointment of agent for the service of process to be inserted in the
       case of a New Guarantor incorporated outside England.]

<PAGE>

                                       115

SIGNATURES



[Name of New Guarantor]

Executed as a deed by the signatures
of a director and the secretary or of
two directors of the company

By:                                (Director)

By:                                (Director/Secretary)

Crown Castle UK Limited

By:



[Name of Agent]

By:

<PAGE>
                                       116


                                   SCHEDULE 7:
                       FORM OF CONFIDENTIALITY UNDERTAKING

                  [Letterhead of Seller/Seller's agent/broker]

To:

=====================================================
                                                      [insert name of Potential

                                                      Purchaser/Purchaser's
                                                      agent/broker]

=====================================================


Re:      The Agreement

=====================================================
Borrower:  Crown Castle UK Limited

Date:

Amount:    (Pounds)120,000,000

Agent:     Credit Suisse First Boston

=====================================================


Dear Sirs

We understand that you are considering [acquiring]/1/ /[arranging the
acquisition of]/2/ an interest in the Agreement (the "Acquisition"). In
consideration of us agreeing to make available to you certain information, by
your signature of a copy of this letter you agree as follows:

1.     Confidentiality Undertaking You undertake (a) to keep the Confidential
       Information confidential and not to disclose it to anyone except as
       provided for by paragraph 2 below and to ensure that the Confidential
       Information is protected with security measures and a degree of care that
       would apply to your own confidential information, (b) to use the
       Confidential Information only for the Permitted Purpose, (c) to use all
       reasonable endeavours to ensure that any person to whom you pass any
       Confidential Information (unless disclosed under paragraph 2[(c)/(d)]/3/
       below) acknowledges and complies with the provisions of this letter as if
       that person were also a party to it, and (d) not to make


_________________

/1/ delete if addressee is acting as broker or agent.

/2/ delete if addressee is acting as principal.

/3/ delete as applicable.

<PAGE>

                                       117

     enquiries of any member of the Group or any of their officers, directors,
     employees or professional advisers relating directly or indirectly to the
     Acquisition.

2.   Permitted Disclosure We agree that you may disclose Confidential
     Information:

     (a)            to members of the Purchaser Group and their officers,
                    directors, employees and professional advisers to the extent
                    necessary for the Permitted Purpose and to any auditors of
                    members of the Purchaser Group;

     [(b)           subject to the requirements of the Agreement, in accordance
                    with the Permitted Purpose so long as any prospective
                    purchaser has delivered a letter to you in equivalent form
                    to this letter;]

     [(b/c)]/3/     subject to the requirements of the Agreement, to any person
                    to (or through) whom you assign or transfer (or may
                    potentially assign or transfer) all or any of the rights,
                    benefits and obligations which you may acquire under the
                    Agreement or with (or through) whom you enter 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, the Agreement or the Borrower or any
                    member of the Group so long as that person has delivered a
                    letter to you in equivalent form to this letter; and

     [(c/d)]/3/     (i) where requested or required by any court of competent
                    jurisdiction or any competent judicial, governmental,
                    supervisory or regulatory body, (ii) where required by the
                    rules of any stock exchange on which the shares or other
                    securities of any member of the Purchaser Group are listed
                    or (iii) where required by the laws or regulations of any
                    country with jurisdiction over the affairs of any member of
                    the Purchaser Group.

3.   Notification of Required or Unauthorised Disclosure You agree (to the
     extent permitted by law) to inform us of the full circumstances of any
     disclosure under paragraph 2[(c)/(d)]/3/ or upon becoming aware that
     Confidential Information has been disclosed in breach of this letter.

4.   Return of Copies If we so request in writing, you shall return all
     Confidential Information supplied to you by us and destroy or permanently
     erase all copies of Confidential Information made by you and use all
     reasonable endeavours to ensure that anyone to whom you have supplied any
     Confidential Information destroys or permanently erases such Confidential
     Information and any copies made by them, in each case save to the extent
     that you or the recipients are required to retain any such Confidential
     Information by any applicable law, rule or regulation or by any competent
     judicial, governmental, supervisory or regulatory body or in accordance
     with internal policy, or where the Confidential Information has been
     disclosed under paragraph 2[(c)/(d)]/3/ above.

5.   Continuing Obligations The obligations in this letter are continuing and,
     in particular, shall survive the termination of any discussions or
     negotiations between you and us. Notwithstanding the previous sentence, the
     obligations in this letter shall cease (a) if you become a party to or
     otherwise acquire (by assignment or sub-participation) an interest, direct
     or indirect, in the Agreement or (b) twelve months after you have returned
     all

<PAGE>

                                       118

       Confidential Information supplied to you by us and destroyed or
       permanently erased all copies of Confidential Information made by you
       (other than any such Confidential Information or copies which have been
       disclosed under paragraph 2 above (other than sub-paragraph 2(a)) or
       which, pursuant to paragraph 4 above, are not required to be returned or
       destroyed).

6.     No Representation; Consequences of Breach, etc You acknowledge and agree
       that:

       (a)    neither we, [nor our principal]4 nor any member of the Group nor
              any of our or their respective officers, employees or advisers
              (each a "Relevant Person") (i) make any representation or
              warranty, express or implied, as to, or assume any responsibility
              for, the accuracy, reliability or completeness of any of the
              Confidential Information or any other information supplied by us
              or the assumptions on which it is based or (ii) shall be under any
              obligation to update or correct any inaccuracy in the Confidential
              Information or any other information supplied by us or be
              otherwise liable to you or any other person in respect to the
              Confidential Information or any such information; and

       (b)    we [or our principal]/4/ or members of the Group may be
              irreparably harmed by the breach of the terms hereof and damages
              may not be an adequate remedy; each Relevant Person may be granted
              an injunction or specific performance for any threatened or actual
              breach of the provisions of this letter by you.

7.     No Waiver; Amendments, etc This letter sets out the full extent of your
       obligations of confidentiality owed to us in relation to the information
       the subject of this letter. No failure or delay in exercising any right,
       power or privilege hereunder will operate as a waiver thereof nor will
       any single or partial exercise of any right, power or privilege preclude
       any further exercise thereof or the exercise of any other right, power or
       privileges hereunder. The terms of this letter and your obligations
       hereunder may only be amended or modified by written agreement between
       us.

8.     Inside Information You acknowledge that some or all of the Confidential
       Information is or may be price-sensitive information and that the use of
       such information may be regulated or prohibited by applicable legislation
       relating to insider dealing and you undertake not to use any Confidential
       Information for any unlawful purpose.

9.     Nature of Undertakings The undertakings given by you under this letter
       are given to us and (without implying any fiduciary obligations on our
       part) are also given for the benefit of [our principal,]4 the Borrower
       and each other member of the Group.

10.    Third Party Rights

       (a)    Subject to this paragraph 10 and to paragraphs 6 and 9, a person
              who is not a party to this letter has no right under the Contracts
              (Rights of Third Parties) Act 1999 (the "Third Parties Act") to
              enforce or to enjoy the benefit of any term of this letter.

____________________________

/4/ delete if letter is sent out by the Seller rather than the Seller's broker
    or agent.

<PAGE>

                                       119

       (b)    The Relevant Persons may enjoy the benefit of the terms of
              paragraphs 6 and 9 subject to and in accordance with this
              paragraph 10 and the provisions of the Third Parties Act.

       (c)    Notwithstanding any provisions of this letter, the parties to this
              letter do not require the consent of the Relevant Persons to
              rescind or vary this letter at any time.

11.    Governing Law and Jurisdiction This letter (including the agreement
       constituted by your acknowledgement of its terms) shall be governed by
       and construed in accordance with the laws of England and the parties
       submit to the non-exclusive jurisdiction of the English courts.

12.    Definitions In this letter (including the acknowledgement set out below)
       terms defined in the Agreement shall, unless the context otherwise
       requires, have the same meaning and:

       "Confidential Information" means any information relating to the
       Borrower, the Group, the Agreement and/or the Acquisition provided to you
       by us or any of our affiliates or advisers, in whatever form, and
       includes information given orally and any document, electronic file or
       any other way of representing or recording information which contains or
       is derived or copied from such information but excludes information that
       (a) is or becomes public knowledge other than as a direct or indirect
       result of any breach of this letter or (b) is known by you before the
       date the information is disclosed to you by us or any of our affiliates
       or advisers or is lawfully obtained by you thereafter, other than from a
       source which is connected with the Group and which, in either case, as
       far as you are aware, has not been obtained in violation of, and is not
       otherwise subject to, any obligation of confidentiality;

       "Group" means the Borrower and each of its holding companies and
       subsidiaries and each subsidiary of each of its holding companies (as
       each such term is defined in the Companies Act 1985);

       "Permitted Purpose" means [subject to the terms of this letter, passing
       on information to a prospective purchaser for the purpose of]2
       considering and evaluating whether to enter into the Acquisition; and

       "Purchaser Group" means you, each of your holding companies and
       subsidiaries and each subsidiary of each of your holding companies (as
       each such term is defined in the Companies Act 1985).

       Please acknowledge your agreement to the above by signing and returning
       the enclosed copy.

       Yours faithfully

       -----------------------------
       For and on behalf of

<PAGE>

                                       120

       [Seller/Seller's agent/broker]

       To:    [Seller]

                     [Seller's agent/broker]
                     The Borrower and each other member of the Group



       We acknowledge and agree to the above:

       ---------------------------
       For and on behalf of
       [Potential Purchaser/Purchaser's agent/broker]

<PAGE>

                                      121

                                   SCHEDULE 8:
                      FORM OF OPINION OF SLAUGHTER AND MAY

Credit Suisse First Boston,
One Cabot Square,
London E14 4QJ



for itself as Agent and for the Lenders
(as defined in the Loan Agreement referred to below).

                                                                      ____, 2002

Dear Sirs,

Introduction

1.       We refer to:

         (A)      the "Loan Amendment Agreement", being the loan amendment
                  agreement dated 20th November, 2002 and made between (1) Crown
                  Castle UK Limited (formerly known as Castle Transmission
                  International Ltd.) (the "Borrower"), (2) Crown Castle UK
                  Holdings Limited (formerly known as Castle Transmission
                  Services (Holdings) Ltd.) (the "Parent") and Crown Castle
                  Communications Limited (formerly known as Millennium
                  Communications Limited) ("CCCL") (together, known as the
                  "Guarantors"), (3) the Lenders listed in Schedule 1 to the
                  Loan Amendment Agreement (the "Lenders"), (4) Credit Suisse
                  First Boston, Mizuho Corporate Bank, Ltd, and The Royal Bank
                  of Scotland as mandated lead arrangers, (5) Credit Lyonnais,
                  The Governor and Company of the Bank of Scotland and Fortis
                  Bank S.A./N.V. as lead arrangers, (6) Scotiabank Europe plc
                  and KBC Finance Ireland as arrangers and (7) Credit Suisse
                  First Boston as agent, amending the (Pounds)162,500,000 term
                  and revolving facilities agreement dated 28th February, 1997
                  as amended on 21st May, 1997, 18th June, 1999 and 21st August,
                  2001 and as acceded to by CCCL with effect from 27th October,
                  1998 (the "Loan Agreement");

         (B)      the "Supplemental and Amendment Deed", being the supplemental
                  and amendment deed dated 20th November, 2002 made between (1)
                  the Borrower, (2) the Parent, (3) CCCL and (4) Credit Suisse
                  First Boston as agent, amending the debenture dated 28th
                  February, 1997, as amended on 18th June, 1999, which was made
                  between the same parties (except CCCL) and acceded to by CCCL
                  with effect from 27th October, 1998 (the "Debenture"); and

         (C)      the "Deposit Charge Amendment Agreement" being the deposit
                  charge amendment agreement dated 20th November, 2002 amending
                  the deposit

<PAGE>

                                      122

                  agreement and charge on cash deposits dated 28th February,
                  1997, as amended on 21st May, 1997 and 18th June, 1999, and
                  made between (1) Credit Suisse First Boston (as trustee for
                  the Lenders) and (2) the Borrower (the "Deposit Charge
                  Agreement").

2.       Terms and expressions defined in, or by reference in, the Loan
         Amendment Agreement, the Supplemental and Amendment Deed and the
         Deposit Charge Amendment Agreement (the "Documents") which are not
         otherwise defined in this letter have the same meanings when used in
         this letter.

3.       We have acted as English legal advisers on your behalf in connection
         with the Documents. We have taken our instructions solely from Credit
         Suisse First Boston as a mandated lead arranger.

4.       This letter sets out our opinion on certain matters of English law as
         at today's date. We have not made any investigation of, and do not
         express any opinion on, any other law. This letter is to be construed
         in accordance with English law.

Documents and investigations

5.       For the purposes of this letter, we have examined the following:

         (A)      A signed copy of the Loan Amendment Agreement and the Deposit
                  Charge Amendment Agreement and an executed copy of the
                  Supplemental and Amendment Deed.

         (B)      A copy of each of the Loan Agreement, the Debenture and the
                  Deposit Charge Agreement (in each case, in the form in effect
                  immediately before the signing and execution of the
                  Documents).

         (C)      A copy, certified by the company secretary or a director of
                  the Borrower to be a true, complete and up-to-date copy, of
                  the Memorandum and Articles of Association of the Borrower.

         (D)      A copy, certified by the company secretary or a director of
                  the Parent to be a true, complete and up-to-date copy, of the
                  Memorandum and Articles of Association of the Parent.

         (E)      A copy, certified by the company secretary or a director of
                  CCCL to be a true, complete and up-to-date copy, of the
                  Memorandum and Articles of Association of CCCL.

         (F)      A copy, certified by the company secretary or a director of
                  the Borrower to be a true, complete and up-to-date copy and as
                  being in full force and effect, of the minutes of a meeting of
                  the board of directors of the Borrower held on 11th November,
                  2002.

         (G)      A copy, certified by the company secretary or a director of
                  the Parent to be a true, complete and up-to-date copy and as
                  being in full force and effect, of the

<PAGE>

                                      123

                  minutes of a meeting of the board of directors of the Parent
                  held on 11th November, 2002.

         (H)      A copy, certified by the company secretary or a director of
                  CCCL to be a true, complete and up-to-date copy and as being
                  in full force and effect, of the minutes of a meeting of the
                  board of directors of CCCL held on 11th November, 2002.

         (I)      The entries shown on the CH Direct print outs obtained by us
                  from the Companies House database on 20th November, 2002 of
                  the file of each of the Borrower, the Parent and CCCL
                  maintained at Companies House (the "Company Searches").

         (J)      The certificates (the "CCCL Share Certificates") in respect of
                  the shares (the "CCCL Shares") held by the Borrower in CCCL
                  and the certificates (the "CCUK Share Certificates") in
                  respect of the shares (the "CCUK Shares") held by the Parent
                  in the Borrower.

         (K)      A copy, certified by the company secretary or director of CCCL
                  to be true, complete and up-to-date and as showing all the
                  current members of CCCL as at 20th November, 2002, of an
                  extract from the Register of Members of CCCL.

         (L)      A copy, certified by the company secretary or director of the
                  Borrower to be true, complete and up-to-date and as showing
                  all the current members of the Borrower as at 20th November,
                  2002, of an extract from the Register of Members of the
                  Borrower.

         (M)      A certificate from the company secretary of CCCL that CCCL
                  does not maintain a share register outside England and that
                  CCCL has not received notice of any order of any court or
                  other authority which may affect the CCCL Shares.

         (N)      A certificate from the company secretary of the Borrower that
                  the Borrower does not maintain a share register outside
                  England and that the Borrower has not received notice of any
                  order of any court or other authority which may affect the
                  CCUK Shares.

Assumptions

6.       For the purposes of this letter, we have assumed each of the following:

         (A)      (i)   The information disclosed by the Company Searches and by
                        our telephone search on 20th November, 2002 at the
                        Central Registry of Winding-up Petitions in relation to
                        the Borrower, the Parent and CCCL was then accurate and
                        complete and has not since then been altered or added
                        to.

                  (ii)  The Company Searches and such enquiries did not fail to
                        disclose any information relevant for the purposes of
                        this opinion.

<PAGE>

                                      124

         (B)      The board minutes referred to in sub-paragraphs 5(F), (G) and
                  (H) truly record the proceedings described therein of duly
                  convened, constituted and quorate meetings of the boards of
                  directors of each of the Borrower, the Parent and CCCL,
                  respectively, these boards of directors were acting in the
                  best interests and for the proper purposes of the Borrower,
                  the Parent and CCCL, and the meetings were duly held and the
                  resolutions passed and authorisations given at those meetings
                  have not subsequently been amended, revoked or superseded.

         (C)      None of the Borrower, the Parent or CCCL has made any proposal
                  for a voluntary arrangement under Part I of the Insolvency Act
                  1986 or has passed any voluntary winding up resolution, no
                  petition has been presented or order made by a court for the
                  winding up, dissolution or administration of the Borrower, the
                  Parent or CCCL and no receiver, administrative receiver,
                  trustee in bankruptcy, administrator or similar officer has
                  been appointed in relation to the Borrower, the Parent or CCCL
                  or any of their assets or revenues.

         (D)      Each of the parties to the Documents (other than the Borrower,
                  the Parent and CCCL) has the capacity, power and authority to
                  sign or execute and deliver the Documents and to exercise its
                  rights and perform its obligations under the Documents.

         (E)      All documents submitted to us as copies are complete and
                  accurate as of today's date and conform with the originals and
                  the statements contained in the certificates referred to in
                  sub-paragraphs 5(M) and (N) are true, complete and accurate as
                  at today's date.

         (F)      All signatures are genuine.

         (G)      Each of the Documents has been duly signed or executed and
                  unconditionally delivered by each of the parties thereto.

         (H)      That no law of any jurisdiction outside England would render
                  such execution or delivery illegal or ineffective and that, in
                  so far as any obligation under the Documents falls to be
                  performed in, or is otherwise subject to, any jurisdiction
                  other than England, its performance will not be illegal or
                  ineffective by virtue of the law of that jurisdiction.

         (I)      The Supplemental and Amendment Deed and the Deposit Charge
                  Amendment Agreement will be delivered for registration with
                  the Registrar of Companies in accordance with Part XII of the
                  Companies Act 1985 as recommended in paragraph 8(A) below, and
                  that the Supplemental and Amendment Deed will be delivered for
                  registration with H.M. Land Registry as recommended in
                  paragraph 8(B) below.

         (J)      The execution and delivery of each of the Documents by each of
                  the Borrower, the Parent and CCCL party thereto is (i) in the
                  furtherance of the objects authorised by its memorandum of
                  association, and (ii) to its commercial advantage and in its
                  interests.

<PAGE>

                                      125

         (K)      All matters set out as assumptions and contained in paragraph
                  6 of the opinion set out in a letter to you of 28th February,
                  1997, in paragraph 6 of the opinion set out in a letter to you
                  of 21st May, 1997 and in paragraph 6 of the opinion set out in
                  a letter to you of 18th June, 1999.

         (L)      The extract from the Register of Members of CCCL referred to
                  in sub-paragraph 5(K) is true, complete and accurate as at
                  today's date, shows all the current members of CCCL and does
                  not fail to disclose any information relevant for the purposes
                  of this letter.

         (M)      The extract from the Register of Members of the Borrower
                  referred to in sub-paragraph 5(L) is true, complete and
                  accurate as at today's date, shows all the current members of
                  the Borrower and does not fail to disclose any information
                  relevant for the purposes of this letter.

         (N)      That the CCCL Share Certificates are the only certificates in
                  respect of the CCCL Shares and that the CCCL Shares referred
                  to in those CCCL Share Certificates represent the whole of the
                  issued share capital of CCCL.

         (O)      That the CCUK Share Certificates are the only certificates in
                  respect of the CCUK Shares and that the CCUK Shares referred
                  to in those CCUK Share Certificates represent the whole of the
                  issued share capital of the Borrower.

Opinion

7.       Based on and subject to the foregoing, and subject to the reservations
         mentioned in paragraph 8 below and to any matters not disclosed to us,
         we are of the opinion that:

         (A)      Each of the Borrower, the Parent and CCCL is a limited
                  liability company duly incorporated and validly existing under
                  English law and has all requisite corporate power and
                  authority to enter into and perform its obligations under the
                  Documents to which it is a party.

         (B)      All necessary corporate action required to authorise the
                  execution, delivery and performance by each of the Borrower,
                  the Parent and CCCL of the Documents to which it is a party
                  has been taken.

         (C)      The Loan Agreement (as amended by the Loan Amendment
                  Agreement, together the "Amended Loan Agreement"), the
                  Debenture (as amended by the Supplemental and Amendment Deed,
                  together the "Amended Debenture") and the Deposit Charge
                  Agreement (as amended by the Deposit Charge Amendment
                  Agreement, together the "Amended Deposit Charge Agreement")
                  create valid and binding obligations under English law of the
                  Borrower and (as regards the Amended Loan Agreement and the
                  Amended Debenture) of the Parent and CCCL.

         (D)      The following security rights have, among others, been created
                  by the Amended Debenture:

<PAGE>

                                      126

                  (i)     a legal mortgage over each of the real properties
                          described in Schedule 1 to the Amended Debenture;

                  (ii)    an equitable fixed charge over the other real property
                          of the Borrower, the Parent and CCCL;

                  (iii)   an equitable fixed charge over the CCCL Shares and the
                          CCUK Shares (together, the "Shares");

                  (iv)    an equitable fixed charge over the Borrower's rights
                          to payment under or in connection with the Material
                          Contracts referred to in clause 3.1 of the Amended
                          Debenture;

                  (v)     an equitable fixed charge over the sums standing from
                          time to time to the credit of the Account (as defined
                          in the Amended Deposit Charge Agreement); and

                  (vi)    a floating charge over the undertaking, property and
                          assets of the Borrower, the Parent and CCCL.

                  Security has, however, expressly not been created over shares
                  held by the Borrower in ServicesCo.

         (E)      It is not necessary, in order to ensure the validity of the
                  Documents or the security referred to therein to obtain any
                  authorisation, consent, approval, licence or permission of, or
                  to effect any filing, declaration or registration with, any
                  governmental authority of England, save as provided in
                  paragraphs 8(A) and (B) below.

         (F)      No stamp duty, registration or similar tax is required to be
                  paid in relation to the execution or performance of the
                  Amended Loan Agreement, the Amended Debenture or the Amended
                  Deposit Charge Agreement.

Reservations

8.       Our reservations are as follows:

         (A)      A company registered under the Companies Act 1985 (the "Act")
                  must, in order to ensure that certain classes of security over
                  its assets are not rendered void against the liquidator or any
                  creditor of the company, deliver the instrument creating or
                  evidencing the security, together with the prescribed
                  particulars thereof, to the Registrar of Companies for
                  registration within 21 days after the creation of such
                  security. Each of the Borrower and the Parent and CCCL is
                  registered under the Act. The classes of security which must
                  be registered include a charge on land, a charge on book debts
                  and a floating charge on the company's undertaking or
                  property. In respect of a charge on shares, although the
                  better view is that a fixed charge over shares is not included
                  in the classes of security which must be registered, it is
                  recommended that registration of such a charge should be
                  effected because it could constitute a charge on book debts

<PAGE>

                                      127

                  (namely the dividends arising under the shares). There is no
                  procedure under the Act for registering variations to
                  prescribed particulars delivered to the Registrar of Companies
                  under the Act. However, we would recommend that details of the
                  Supplemental and Amendment Deed and the Deposit Charge
                  Amendment Agreement (together with an original executed copy
                  of the Supplemental and Amendment Deed and of the Deposit
                  Charge Amendment Agreement) be submitted to the Registrar of
                  Companies for registration.

         (B)      Prior to the registration at H.M. Land Registry of a charge by
                  way of legal mortgage created over property registered at H.M.
                  Land Registry, that charge takes effect in equity only. In
                  order that the mortgagee obtains the rights and powers of a
                  legal mortgage, the charge would need to be delivered for
                  registration at H.M. Land Registry, together with a duly
                  completed application form and fee and the relevant land or
                  charge certificate, and the mortgagee would need to be
                  registered as proprietor of such charge. The registration at
                  H.M. Land Registry of the charge by way of legal mortgage
                  created over the property set out in Parts 1 and 2 of Schedule
                  1 to the Amended Debenture has already been effected. However,
                  because the Supplemental and Amendment Deed varies the
                  Debenture we would recommend that an original executed copy of
                  the Supplemental and Amendment Deed be submitted to H.M. Land
                  Registry for registration.

         (C)      The security interest in the Shares constituted by the Amended
                  Debenture is not proposed to be perfected by the registration
                  of the Shares in the name of the Agent or its nominee. That
                  security interest therefore constitutes only an equitable
                  charge and, as such, is not as favourable to the Agent or the
                  Lenders as a perfected legal charge and suffers from the
                  disadvantages inherent in equitable (as opposed to legal)
                  charges. In particular, but without prejudice to the
                  foregoing, such an equitable charge may be defeated if the
                  Shares are disposed of to a person who acquires the legal
                  title to the Shares in good faith for value without notice
                  (actual or constructive) of the equitable charge. The risk of
                  the above occurring is somewhat reduced so long as the share
                  certificates relating to the Shares are held by the Agent or a
                  nominee of the Agent and replacement certificates therefor are
                  not issued.

                  We recommend, nonetheless, that the Shares are not registered
                  in the name of the Agent or its nominee. If they were there is
                  a risk that the Agent and the Lenders could be construed as
                  being "connected" with the Parent for the purposes of Section
                  249 of the Insolvency Act 1986. This would have a number of
                  disadvantageous consequences under that Act.

         (D)      Floating charges are subject to a number of disadvantages
                  which do not apply to fixed charges. In particular:

                  (i)     a floating charge created by a company within twelve
                          months of the commencement of its winding up is,
                          unless it is proved that the company is solvent
                          immediately after the creation of the charge, invalid
                          except to the amount of any cash paid to the company
                          at the time of or

<PAGE>

                                      128

                          subsequent to the creation of, and in consideration
                          for, the floating charge together with interest
                          thereon at a prescribed rate;

                  (ii)    a floating charge is, on enforcement, subject to the
                          rights of, and accordingly ranks after, unsecured but
                          statutorily preferred creditors such as the Inland
                          Revenue; and

                  (iii)   a fixed charge created after the creation of, and over
                          the same assets as, a floating charge may rank ahead
                          of the floating charge unless the floating charge
                          contains a prohibition on the creation of other
                          charges ranking prior thereto or pari passu therewith
                          and the holder of the fixed charge has actual notice
                          of such prohibition at the time of taking his charge.

         (E)      We express no opinion as to whether any of the charges created
                  by the Amended Debenture and the Amended Deposit Charge
                  Agreement will amount to fixed rather than floating charges.
                  Despite being expressed in words which would suffice to create
                  a fixed charge, an English court would treat security as a
                  floating charge where effective control of the charged assets
                  has not been transferred to the person holding the benefit of
                  the security; for example where it appears that it was
                  intended that the person granting the charge over the charged
                  assets should have the licence to dispose of those charged
                  assets in the ordinary course of its business.

         (F)      We express no opinion as to the priority of the security
                  interests under or referred to in the Amended Debenture or the
                  Amended Deposit Charge Agreement, whether as regards other
                  security that may already exist at the time of the creation of
                  the relevant security interest under the Amended Debenture or
                  the Amended Deposit Charge Agreement or as regards security
                  that may be created thereafter. So far as the latter is
                  concerned, English law is unclear as to priority where a
                  subsequent charge is created and further utilisations are
                  subsequently made in reliance of the prior charge.

         (G)      We express no opinion as to the title of the Borrower, the
                  Parent or CCCL to the assets to be subject to the security
                  created by the Amended Debenture and the Amended Deposit
                  Charge Agreement. We would, however, refer you to:

                  (i)     the Report prepared by us dated 23rd January, 1997 in
                          respect of the Certificate of Title issued by
                          Linklaters & Paines, solicitors for the British
                          Broadcasting Corporation, dated 27th September, 1996
                          (as amended by the Supplemental Certificate dated 22nd
                          January, 1997); and

                  (ii)    the Report prepared by us dated 17th June, 1999 in
                          respect of the Certificate of Title issued by Norton
                          Rose, solicitors for the Borrower, dated 17th June,
                          1999.

         (H)      We express no opinion as to the efficacy of the Amended
                  Debenture in so far as it relates to assets which are situated
                  or deemed to be situated outside England and Wales or are
                  subject to any law other than English law. Furthermore, we

<PAGE>

                                      129

                  have not made any investigation of the assets which are
                  subject to the floating charges created by the Amended
                  Debenture and accordingly our opinions set out above must be
                  read subject to any limitations or qualifications which may be
                  necessary as a result of the nature of, or any matter relating
                  to, such assets.

         (I)      Rights and obligations under the Amended Loan Agreement, the
                  Amended Debenture and the Amended Deposit Charge Agreement
                  will be subject to any law from time to time in force relating
                  to insolvency, liquidation or administration or any other law
                  or legal procedure affecting generally the enforcement of
                  creditors' rights.

         (J)      In so far as any obligation under the Amended Loan Agreement,
                  the Amended Debenture or the Amended Deposit Charge Agreement
                  is to be performed in any jurisdiction other than England, an
                  English court may have to have regard to the law of that
                  jurisdiction in relation to the manner of performance and the
                  steps to be taken in the event of non-performance or defective
                  performance.

         (K)      We express no opinion as to whether the equitable remedies of
                  specific performance or injunctive relief would be available
                  in respect of any obligation of the Borrower, CCCL or the
                  Parent. These remedies are subject to the discretion of the
                  English courts.

         (L)      We express no opinion as to the validity or the binding effect
                  of the obligations as set out in Clause 13.1 of the Amended
                  Loan Agreement which provide for the payment of interest on
                  overdue amounts. An English court would not give effect to
                  such provisions if it could be established that the amount
                  expressed as being payable was such that such a clause was in
                  the nature of a penalty (that is to say a requirement for a
                  stipulated sum to be paid irrespective of, or necessarily
                  greater than, the loss likely to be sustained).

         (M)      Clause 15.6 of the Amended Loan Agreement provides that the
                  obligations of the Guarantors will not be affected by certain
                  circumstances. We express no opinion whether this will be
                  effective without the agreement of the Guarantors.

         (N)      Clause 15.8 of the Amended Loan Agreement restricts the taking
                  of security and the exercise by the Guarantors of certain
                  rights in connection with the obligations of the Guarantors
                  under Clause 16 of the Amended Loan Agreement. This is
                  reinforced by the provision that the Guarantors will hold on
                  trust for the Agent and the Lenders all amounts received in
                  respect of a proof for amounts due to it by the Borrower or
                  any other Guarantor. We express no opinion as to the
                  effectiveness of the provisions regarding this trust or the
                  effectiveness of the trust itself.

         (O)      We express no opinion on Clause 26.1 of the Amended Loan
                  Agreement. Any term of the Amended Loan Agreement may in
                  certain circumstances be waived or amended other than in
                  writing.

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                                      130

         (P)      We express no opinion as to the validity or binding effect of
                  provisions set out in Clause 27 of the Amended Debenture and
                  Clause 15 of the Amended Deposit Charge Agreement relating to
                  invalidity and severability.

         (Q)      There could be circumstances in which a certificate,
                  determination or the like given or made, or discretion
                  exercised, pursuant to the Amended Loan Agreement, the Amended
                  Debenture and the Amended Deposit Charge Agreement would not
                  be treated as final, for example if it could be shown that a
                  certificate, determination or the like had an unreasonable or
                  arbitrary basis or was not made in good faith.

         (R)      We express no opinion on European Union law as it affects any
                  jurisdiction other than England.

         (S)      We express no opinion as to any undertaking in the Amended
                  Loan Agreement, the Amended Debenture or the Amended Deposit
                  Charge Agreement purporting to require payment or
                  reimbursement of the costs of any litigation.

         (T)      We express no opinion as to any provisions of the Amended
                  Debenture which purport to permit retention of security after
                  discharge of the liabilities secured by the Amended Debenture.

         (U)      We express no opinion on whether stamp duty, registration or
                  similar tax will be payable in the event of any enforcement of
                  the security constituted by the Amended Debenture which
                  involves a transfer upon sale of any stampable assets.

Reliance

9.       This opinion is addressed to you for your own benefit and as agent for
         and on behalf of the Lenders in connection with the Amended Loan
         Agreement, the Amended Debenture and the Amended Deposit Charge
         Agreement. It may not be relied upon by any person other than
         yourselves or the Lenders or used for any other purpose and, without
         our prior written consent, neither its contents nor its existence may
         be disclosed to any other person.



                                Yours faithfully,

<PAGE>

                                       131

                                   SCHEDULE 9:
                        FORM OF OVERDRAFT BANK AGREEMENT

                            OVERDRAFT BANK AGREEMENT

DATE:

PARTIES

1.       [.] of [.] (the "Overdraft Bank");

2.       [.] a company incorporated in England (number [.]) whose registered
         office is at [Warwick Technology Park, Gallows Hill, Heathcote Lane,
         Warwick CV34 6TN], on its own behalf and on behalf of each of the
         existing Guarantors (each as defined in the Loan Agreement referred to
         below) (the "Overdraft Borrower");/5/ and

3.       CREDIT SUISSE FIRST BOSTON (the "Agent"), on its own behalf and on
         behalf of each of the Lenders (as defined in the Loan Agreement).

BACKGROUND

A Loan Agreement (the "Loan Agreement") was made on 28th February, 1997 (and
amended on 21st May, 1997, 18th June, 1999, on 21st August, 2001 and on 22nd
November, 2002) between (1) Crown Castle UK Limited (formerly known as Castle
Transmission International Ltd.) as borrower, (2) Crown Castle UK Holdings
Limited (formerly known as Castle Transmission Services (Holdings) Ltd.) and
Crown Castle Communications Limited (formerly known as Millennium Communications
Limited) as guarantors, (3) the lenders named in the Loan Agreement, (4) Credit
Suisse First Boston as Agent and others. Under the terms of the Loan Agreement
the Lenders agreed to provide to Crown Castle UK Limited a (Pounds)120,000,000
credit facility.

The Overdraft Bank has provided overdraft facilities (the "Overdraft
Facilities") to the Overdraft Borrower and wishes the Overdraft Borrower's
obligations under those Overdraft Facilities to be secured by the Charges.

The parties agree as follows:

1.       INTERPRETATION

         Unless a contrary intention is indicated, words and expressions defined
         in the Loan Agreement and which are not defined in this Agreement will
         have the same meanings when used in this Agreement. References to the
         Loan Agreement are to that agreement as amended or supplemented.

2.       UNDERTAKINGS OF THE OVERDRAFT BANK

__________________________________________________________________

/5/ Insert details of relevant entity which must be the Borrower or any
    Restricted Subsidiary.

<PAGE>

                                      132

         The Overdraft Bank agrees that:

         (A)      The Overdraft Bank has delivered to the Agent a copy of the
                  document (if any exists) describing the terms of the Overdraft
                  Facilities.

         (B)      The Overdraft Bank will notify the Agent of the termination or
                  breach of the Overdraft Facilities (or any event which, upon
                  the giving of notice, lapse of time or both would give cause
                  for a termination of the Overdraft Facilities).

3.       SECURITY

         By virtue of the execution of this Agreement the amounts due by the
         Overdraft Borrower under the Overdraft Facilities become secured under
         the Charges. Only a maximum of (Pounds)[.]/6/ of the amount outstanding
         under the Overdraft Facilities will, however, rank equally with amounts
         outstanding under the Loan Agreement. The remainder, if any, will rank
         behind.

4.       THE AGENT

4.1      Appointment

         The Agent is appointed as an agent by the Overdraft Bank. The Agent is
         not acting as agent of any Company under this Agreement.

4.2      Authority

         The Agent is authorised to exercise the rights, powers, discretions and
         duties which are specified by the Financing Documents. The Agent may
         also act in a manner reasonably incidental to these matters.

4.3      Duties

         In addition to the obligations of the Agent set out elsewhere in the
         Financing Documents the Agent agrees as follows:

         (A)      Notices: The Agent will as soon as reasonably practicable
                  notify the Overdraft Bank of the contents of each notice
                  received from a Company under the terms of a Financing
                  Document. If the notice does not affect the Overdraft Bank the
                  Agent may elect not to notify the Overdraft Bank.

         (B)      Other documents: When a Company delivers to the Agent any
                  other document required to be delivered under a Financing
                  Document the Agent will as soon as reasonably practicable
                  provide a copy to the Overdraft Bank. The Overdraft Borrower
                  agrees to reimburse the Agent for the costs of preparing any
                  copies required for this purpose.

__________________________________________

/6/ The aggregate maximum amount included in this space for all Overdraft Banks
    must not exceed (Pounds)5,000,000. See Clause 20.1(K)(i).

<PAGE>

                                      133

         (C)      Termination Events: The Agent will notify the Overdraft Bank
                  of any Termination Event or Potential Termination Event. This
                  obligation will not arise, however, until the Agent receives
                  express notice with reasonable supporting evidence of the
                  Termination Event or Potential Termination Event. Until this
                  time the Agent is entitled to assume that there is no
                  Termination Event or Potential Termination Event. The Agent is
                  not required to make inquiries. Information referred to in
                  Clause 4.11 does not have to be disclosed under this
                  sub-clause.

         The duties under this sub-clause will be discharged if the Agent
         performs the corresponding duties to the Overdraft Bank or its
         affiliate in is capacity as a Lender.

4.4      Powers

         In addition to the powers of the Agent set out elsewhere in the
         Financing Documents the Agent has the following powers:

         (A)      Professional advisers: The Agent may instruct professional
                  advisers to provide advice in connection with this Agreement
                  and the Overdraft Facilities.

         (B)      Authority from Instructing Group: The Agent may take any
                  action which is not inconsistent with the Financing Documents
                  and which is authorised by an Instructing Group.

         (C)      Views of Instructing Group: In exercising any of its rights,
                  powers or discretions the Agent may seek the views of an
                  Instructing Group. If it exercises those rights, powers or
                  discretions in accordance with those views the Agent will
                  incur no liability.

         (D)      Proceedings: The Agent may institute legal proceedings against
                  a Company in the name of the Overdraft Bank if the Overdraft
                  Bank authorises it to take those proceedings.

         (E)      Compliance with law: The Agent may take any action necessary
                  for it to comply with applicable laws.

         The Agent is not required to exercise any of these powers and will
         incur no liability if it fails to do so. In the context of legal
         proceedings the Agent may decline to take any step until it has
         received indemnities or security satisfactory to it.

4.5      Reliance

         The Agent is entitled to rely upon each of the following:

         (A)      Advice received from professional advisers.

         (B)      A certificate of fact received from a Company and signed by an
                  Authorised Person.

         (C)      Any communication or document believed by the Agent to be
                  genuine.

<PAGE>

                                      134

         The Agent will not be liable for any of the consequences of relying on
         these items.

4.6      Extent of Agent's duties

         (A)      No other duties: The Agent has no obligations or duties other
                  than those expressly set out in this Agreement, the Financing
                  Documents and the other Overdraft Bank Agreements.

         (B)      Illegality and liability: The Agent is not obliged to do
                  anything which is illegal or which may expose it to liability
                  to any person.

         (C)      Not trustee: The Agent is not acting as a trustee for any
                  purpose in connection with this Agreement, except for its role
                  described in Clause 4.13, 4.14 and 4.15.

4.7      Responsibility of the Overdraft Bank

         The Overdraft Bank is responsible for its own decision to become
         involved in the Overdraft Facilities and its decision to take or not
         take action under the Overdraft Facilities. It should make its own
         credit appraisal of the Overdraft Borrower and the terms of the
         Overdraft Facilities. The Agent makes no representation that any
         information provided to the Overdraft Bank before or after the date of
         this Agreement is true. Accordingly the Overdraft Bank should take
         whatever action it believes is necessary to verify that information. In
         addition the Agent is not responsible for the legality, validity or
         adequacy of any Financing Document or the efficacy of the Security
         under the Charges. The Overdraft Bank will satisfy itself on these
         issues.

4.8      Limitation of liability

         (A)      Agent: The Agent will not be liable to the Overdraft Bank for
                  any action or non-action under or in connection with the
                  Financing Documents unless caused by its gross negligence or
                  wilful misconduct.

         (B)      Directors, employees and agents: No director, employee or
                  agent of the Agent will be liable to the Overdraft Bank in
                  relation to the Financing Documents. The Overdraft Bank agrees
                  not to seek to impose this liability upon them. Any director,
                  employee or agent of the Agent may rely on this Clause 4.8(B)
                  subject to Clause 7 and the Contracts (Rights of Third
                  Parties) Act 1999.

4.9      Business of the Agent

         Despite its role as agent of the Overdraft Bank the Agent may:

         (A)      participate as a Lender in the Facility or as a Hedging Bank
                  or an Overdraft Bank,

         (B)      carry on all types of business with any Company, and

         (C)      act as agent for other groups of lenders to any Company or
                  other borrowers.

<PAGE>

                                      135

4.10     Indemnity

         The Overdraft Bank agrees to reimburse the Agent for all losses and
         expenses incurred by the Agent as a result of its appointment as Agent
         or arising from its activities as Agent in relation to this Agreement.
         These losses and expenses will take into account amounts reimbursed to
         the Agent by the Overdraft Borrower. The Overdraft Bank is not liable
         for losses and expenses arising from the gross negligence or willful
         misconduct of the Agent.

4.11     Confidential information

         The Agent is not required to disclose to the Overdraft Bank any
         information:

         (A)      which is not received by it in its capacity as Agent, or

         (B)      which it receives, with its consent, on a confidential basis.

4.12     Resignation and removal

         The Agent may resign or be removed in accordance with the terms of the
         Loan Agreement. In this case the Overdraft Bank agrees to co-operate,
         to the extent reasonably necessary, with the transfer of function to a
         new Agent.

4.13     Obligation to pay to the Agent

         The Overdraft Borrower agrees to pay to the Agent on demand each amount
         due and payable by the Overdraft Borrower to the Overdraft Bank under
         the Overdraft Facilities. This obligation will be satisfied to the
         extent that the amount is paid to the Overdraft Bank. It does not
         affect the rights of the Overdraft Bank or the obligations of the
         Overdraft Borrower to the Overdraft Bank. A payment of an amount under
         this sub-clause will, however, satisfy the Overdraft Borrower's
         obligation to pay that amount to the Overdraft Bank.

4.14     Holding as security trustee

         The Agent agrees that it holds the benefit of:

         (A)      Clause 4.13; and

         (B)      the Charges and all Security arising from the Charges,

         as trustee on behalf of:

                  (i)     the Lenders;

                  (ii)    each Hedging Bank which executed a Hedging Bank
                          Agreement in accordance with Clause 20.1(CC)(ii); and

                  (iii)   each Overdraft Bank.

<PAGE>

                                      136

         All the Agent's rights and claims arising under the items mentioned in
         paragraphs (A) and (B) are vested in it on this basis.

4.15     Security

         (A)      Perfection of security and title: The Agent:

                  (i)     is not liable for any failure, omission or defect in
                          perfecting the Security constituted by any Charge;

                  (ii)    may accept without enquiry the title to the property
                          over which Security is intended to be created by any
                          Charge.

         (B)      Custody: The Agent is not under any obligation to hold any
                  title deeds, security documents or any other documents in
                  connection with the property charged by any Charge or to take
                  any steps to protect or preserve these documents. The Agent
                  may permit a Company to retain all these documents in its
                  possession or may deposit them with a nominee or custodian.
                  This paragraph does not apply to documents held in relation to
                  a legal mortgage over, or over an interest in, real property
                  or shares.

5.       NOTICES

         Any notice to be delivered to the Overdraft Bank may be delivered to
         it, or its affiliate, as a Lender in the manner described in the Loan
         Agreement.

6.       LAW

         This Agreement is to be governed by and construed in accordance with
         English law.

7.       THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

         (A)      Clause 4.8(B) confers a benefit on the directors, employees
                  and agents of the Agent (each a "Third Party") and, subject to
                  the remaining provisions of this Clause 7, is intended to be
                  enforceable and relied on by a Third Party by virtue of the
                  Contracts (Rights of Third Parties) Act 1999.

         (B)      The parties to this agreement do not intend that any of its
                  terms, apart from Clause 4.8(B), should be enforceable, by
                  virtue of the Contracts (Rights of Third Parties) Act 1999, by
                  any person who is not a party to it.

         (C)      Notwithstanding the provisions of paragraph (A), this
                  Agreement may be rescinded or varied in any way and at any
                  time by the parties to this Agreement without the consent of
                  any Third Party.

<PAGE>

                                      137

SIGNATURES



[Name of Overdraft Bank]

By:



[Name of Overdraft Borrower]

By:



[Name of Agent]

By:

<PAGE>

                                      138

                                  SCHEDULE 10:
                         FORM OF HEDGING BANK AGREEMENT

                             HEDGING BANK AGREEMENT

DATE:

PARTIES

1.       [.] of [.] (the "Hedging Bank");

2.       CROWN CASTLE UK LIMITED (formerly Castle Transmission International
         Ltd.), a company incorporated in England (number 3196207) whose
         registered office is at Warwick Technology Park, Heathcote Lane,
         Warwick CV34 5DS, on its own behalf and on behalf of each of the
         existing Guarantors (each as defined in the Loan Agreement referred to
         below); and

3.       CREDIT SUISSE FIRST BOSTON (the "Agent"), on its own behalf and on
         behalf of each of the Lenders (as defined in the Loan Agreement).

BACKGROUND

A Loan Agreement (the "Loan Agreement") was made on 28th February, 1997 (and
amended on 21st May, 1997, on 18th June, 1999, on 21st August, 2001 and on 22nd
November, 2002) between (1) Crown Castle UK Limited (formerly known as Castle
Transmission International Ltd.) as borrower, (2) Crown Castle UK Holdings
Limited (formerly known as Castle Transmission Services (Holdings) Ltd.) and
Crown Castle Communications Limited (formerly known as Millennium Communications
Limited) as guarantors, (3) the lenders named in the Loan Agreement, (4) Credit
Suisse First Boston as Agent and others. Under the terms of the Loan Agreement
the Lenders agreed to provide to the Borrower a (Pounds)120,000,000 credit
facility.

The Hedging Bank has entered into a Hedging Contract with the Borrower and
wishes the Borrower's obligations under that Hedging Contract to be secured by
the Charges.

The parties agree as follows:

1.       INTERPRETATION

         Unless a contrary intention is indicated, words and expressions defined
         in the Loan Agreement and which are not defined in this Agreement will
         have the same meanings when used in this Agreement. References to the
         Loan Agreement are to that agreement as amended or supplemented.

2.       UNDERTAKINGS OF THE HEDGING BANK

         The Hedging Bank agrees that:

         (A)      The Hedging Contract complies with the requirements of
                  Schedule 11 to the Loan Agreement.

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                                      139

         (B)      The Hedging Bank will notify the Agent of the termination or
                  breach of the Hedging Contract (or any event which, upon the
                  giving of notice, lapse of time or both would give cause for a
                  termination of the Hedging Contract).

         (C)      The Hedging Bank has delivered to the Agent a copy of the
                  Hedging Contract. It will deliver to the Agent copies of all
                  confirmations under the Hedging Contract. Before entering into
                  a transaction which is to be incorporated in the Hedging
                  Contract the Hedging Bank will use reasonable endeavours to
                  ensure that:

                  (i)     the proposed transaction will not cause the Borrower
                          to be in default under Clause 20.1(CC) of the Loan
                          Agreement; and

                  (ii)    the transaction forms part of the implementation of
                          the Hedging Policy.

                  This obligation may be discharged by the Hedging Bank
                  receiving a certificate from the Borrower to this effect.

         (D)      If an Event of Default (as described in the Hedging Contract)
                  occurs and is continuing under the Hedging Contract, the Agent
                  (acting on the instructions of an Instructing Group) shall be
                  entitled, by notice in writing to the Hedging Bank and the
                  Borrower, to require the Hedging Contract to be terminated and
                  closed out in accordance with its terms as soon as possible
                  after the notice is given. If there is a net amount payable to
                  the Borrower under the Hedging Contract upon its termination
                  and close out, the Hedging Bank shall pay that net amount to
                  the Agent to discharge amounts due under the Financing
                  Documents, any other Hedging Contracts and the Overdraft
                  Facilities, or (where no such amounts are due) into an account
                  held with the Agent or a nominee of the Agent and charged to
                  the Agent.

         (E)      Any waiver of a Termination Event given by the Agent under the
                  Loan Agreement will be treated as given by the Hedging Bank in
                  the same terms in respect of the equivalent Event of Default
                  under the Hedging Contract.

3.       SECURITY

         By virtue of the execution of this Agreement the amounts due by the
         Borrower under the Hedging Contract with the Hedging Bank become
         secured under the Charges.

4.       THE AGENT

4.1      Appointment

         The Agent is appointed as an agent by the Hedging Bank. The Agent is
         not acting as agent of any Company under this Agreement.

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                                      140

4.2      Authority

         The Agent is authorised to exercise the rights, powers, discretions and
         duties which are specified by the Financing Documents. The Agent may
         also act in a manner reasonably incidental to these matters.

4.3      Duties

         In addition to the obligations of the Agent set out elsewhere in the
         Financing Documents the Agent agrees as follows:

         (A)      Notices: The Agent will as soon as reasonably practicable
                  notify the Hedging Bank of the contents of each notice
                  received from a Company under the terms of a Financing
                  Document. If the notice does not affect the Hedging Bank the
                  Agent may elect not to notify the Hedging Bank.

         (B)      Other documents: When a Company delivers to the Agent any
                  other document required to be delivered under a Financing
                  Document the Agent will as soon as reasonably practicable
                  provide a copy to the Hedging Bank. The Borrower agrees to
                  reimburse the Agent for the costs of preparing any copies
                  required for this purpose.

         (C)      Termination Events: The Agent will notify the Hedging Bank of
                  any Termination Event or Potential Termination Event. This
                  obligation will not arise, however, until the Agent receives
                  express notice with reasonable supporting evidence of the
                  Termination Event or Potential Termination Event. Until this
                  time the Agent is entitled to assume that there is no
                  Termination Event or Potential Termination Event. The Agent is
                  not required to make inquiries. Information referred to in
                  Clause 4.11 does not have to be disclosed under this
                  sub-clause.

         The duties under this sub-clause will be discharged if the Agent
         performs the corresponding duties to the Hedging Bank or its affiliate
         in is capacity as a Lender.

4.4      Powers

         In addition to the powers of the Agent set out elsewhere in the
         Financing Documents the Agent has the following powers:

         (A)      Professional advisers: The Agent may instruct professional
                  advisers to provide advice in connection with this Agreement
                  and the Hedging Contract.

         (B)      Authority from Instructing Group: The Agent may take any
                  action which is not inconsistent with the Financing Documents
                  and which is authorised by an Instructing Group.

         (C)      Views of Instructing Group: In exercising any of its rights,
                  powers or discretions the Agent may seek the views of an
                  Instructing Group. If it exercises those rights, powers or
                  discretions in accordance with those views the Agent will
                  incur no liability.

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                                       141

     (D) Proceedings: The Agent may institute legal proceedings against a
         Company in the name of the Hedging Bank if the Hedging Bank authorises
         it to take those proceedings.

     (E) Compliance with law: The Agent may take any action necessary for it to
         comply with applicable laws.

     The Agent is not required to exercise any of these powers and will incur no
     liability if it fails to do so. In the context of legal proceedings the
     Agent may decline to take any step until it has received indemnities or
     security satisfactory to it.

4.5  Reliance

     The Agent is entitled to rely upon each of the following:

     (A) Advice received from professional advisers.

     (B) A certificate of fact received from a Company and signed by an
         Authorised Person.

     (C) Any communication or document believed by the Agent to be genuine.

     The Agent will not be liable for any of the consequences of relying on
     these items.

4.6  Extent of Agent's duties

     (A) No other duties: The Agent has no obligations or duties other than
         those expressly set out in this Agreement, the Financing Documents, any
         other Hedging Bank Agreements and the Overdraft Bank Agreements.

     (B) Illegality and liability: The Agent is not obliged to do anything which
         is illegal or which may expose it to liability to any person.

     (C) Not trustee: The Agent is not acting as a trustee for any purpose in
         connection with this Agreement, except for its role described in Clause
         4.13, 4.14 and 4.15.

4.7  Responsibility of the Hedging Bank

     The Hedging Bank is responsible for its own decision to become involved in
     the Hedging Contract and its decision to take or not take action under the
     Hedging Contract. It should make its own credit appraisal of the Borrower
     and the terms of the Hedging Contract. The Agent makes no representation
     that any information provided to the Hedging Bank before or after the date
     of this Agreement is true. Accordingly the Hedging Bank should take
     whatever action it believes is necessary to verify that information. In
     addition the Agent is not responsible for the legality, validity or
     adequacy of any Financing Document or the efficacy of the Security under
     the Charges. The Hedging Bank will satisfy itself on these issues.

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                                      142

4.8  Limitation of liability

     (A) Agent: The Agent will not be liable to the Hedging Bank for any action
         or non-action under or in connection with the Financing Documents
         unless caused by its gross negligence or wilful misconduct.

     (B) Directors, employees and agents: No director, employee or agent of the
         Agent will be liable to the Hedging Bank in relation to the Financing
         Documents. The Hedging Bank agrees not to seek to impose this liability
         upon them. Any director, employee or agent of the Agent may rely on
         this Clause 4.8(B) subject to Clause 7 and the Contracts (Rights of
         Third Parties) Act 1999.

4.9  Business of the Agent

     Despite its role as agent of the Hedging Bank the Agent may:

     (A) participate as a Lender in the Facility or as a Hedging Bank or an
         Overdraft Bank,

     (B) carry on all types of business with any Company, and

     (C) act as agent for other groups of lenders to any Company or other
         borrowers.

4.10 Indemnity

     The Hedging Bank agrees to reimburse the Agent for all losses and expenses
     incurred by the Agent as a result of its appointment as Agent or arising
     from its activities as Agent in relation to this Agreement. These losses
     and expenses will take into account amounts reimbursed to the Agent by the
     Borrower. The Hedging Bank is not liable for losses and expenses arising
     from the gross negligence or willful misconduct of the Agent.

4.11 Confidential information

     The Agent is not required to disclose to the Hedging Bank any information:

     (A) which is not received by it in its capacity as Agent, or

     (B) which it receives, with its consent, on a confidential basis.

4.12 Resignation and removal

     The Agent may resign or be removed in accordance with the terms of the Loan
     Agreement. In this case the Hedging Bank agrees to co-operate, to the
     extent reasonably necessary, with the transfer of function to a new Agent.

4.13 Obligation to pay to the Agent

     The Borrower agrees to pay to the Agent on demand each amount due and
     payable by the Borrower to the Hedging Bank under the Hedging Contract.
     This obligation will be

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                                      143

     satisfied to the extent that the amount is paid to the Hedging Bank. It
     does not affect the rights of the Hedging Bank or the obligation of the
     Borrower to the Hedging Bank. A payment of an amount under this sub-clause
     will, however, satisfy the Borrower's obligation to pay that amount to the
     Hedging Bank.

4.14 Holding as security trustee

     The Agent agrees that it holds the benefit of:

     (A) Clause 4.13; and

     (B) the Charges and all Security arising from the Charges,

     as trustee on behalf of:

         (i)   the Lenders;

         (ii)  each Hedging Bank which executes a Hedging Bank Agreement in
               accordance with Clause Error! Reference source not found. of the
               Loan Agreement; and

         (iii) each Overdraft Bank.

     All the Agent's rights and claims arising under the items mentioned in
     paragraphs (A) and (B) are vested in it on this basis.

4.15 Security

     (A) Perfection of security and title: The Agent:

         (i)   is not liable for any failure, omission or defect in perfecting
               the Security constituted by any Charge;

         (ii)  may accept without enquiry the title to the property over which
               Security is intended to be created by any Charge.

     (B) Custody: The Agent is not under any obligation to hold any title deeds,
         security documents or any other documents in connection with the
         property charged by any Charge or to take any steps to protect or
         preserve these documents. The Agent may permit a Company to retain all
         these documents in its possession or may deposit them with a nominee or
         custodian. This paragraph does not apply to documents held in relation
         to a legal mortgage over, or over an interest in, real property or
         shares.

5.   NOTICES

     Any notice to be delivered to the Hedging Bank may be delivered to it, or
     its affiliate, as a Lender in the manner described in the Loan Agreement.

<PAGE>

6.   LAW

     This Agreement is to be governed by and construed in accordance with
     English law.

7.   THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

     (A) Clause 4.8(B) confers a benefit on the directors, employees and agents
         of the Agent (each a "Third Party") and, subject to the remaining
         provisions of this Clause 7, is intended to be enforceable and relied
         on by a Third Party by virtue of the Contracts (Rights of Third
         Parties) Act 1999.

     (B) The parties to this agreement do not intend that any of its terms,
         apart from Clause 4.8(B), should be enforceable, by virtue of the
         Contracts (Rights of Third Parties) Act 1999, by any person who is not
         a party to it.

     (C) Notwithstanding the provisions of paragraph (A), this Agreement may be
         rescinded or varied in any way and at any time by the parties to this
         Agreement without the consent of any Third Party.

SIGNATURES

[Name of Hedging Bank]

By:


Crown Castle UK Limited

By:


[Name of Agent]

By:

<PAGE>
                                      145

                                  SCHEDULE 11:
                       REQUIREMENTS FOR HEDGING CONTRACTS

         Each Hedging Contract is to be on the terms of the International Swaps
         & Derivatives Association, Inc. ("ISDA") 1992 Master Agreement
         (Multicurrency-Cross Border) (the "ISDA Agreement"). Each Hedging
         Contact will provide for, together with such other terms as the
         relevant Hedging Bank and the Borrower may agree and which do not
         conflict with, the following:

         (a)  Sections 5(a)(i) to (viii) of the ISDA Agreement not to apply as
              Events of Default with respect to the Borrower. The Termination
              Events (as defined in the Loan Agreement) shall be the only Events
              of Default with respect to the Borrower for the purposes of the
              ISDA Agreement and, accordingly, the automatic termination
              provisions of Section 6(a) of the ISDA Agreement shall not be
              applicable.

         (b)  Any notice given pursuant to Section 5 or Section 6 of the ISDA
              Agreement to also be given contemporaneously to the Agent.

         (c)  If any Event of Default under the ISDA Agreement occurs (as
              referred to in paragraph (a) above) the relevant Hedging Bank to
              be entitled to designate a day as an Early Termination Date (by
              notice to the Borrower in accordance with Section 6(a) of the ISDA
              Agreement) only if all principal amounts outstanding under the
              Facility are due and payable or if the Agent has cancelled the
              Facility or demanded immediate repayment of the Loan under Clause
              Error! Reference source not found. of this Agreement or required
              the Hedging Contract to be terminated under Clause 2(D) of the
              Hedging Bank Agreement with that Hedging Bank. This notice must
              also be given to the Agent.

         (d)  No contractual rights of set-off to either party additional to
              such rights contained in the unamended form of the ISDA Agreement.

         (e)  Section 2(c)(ii) of the ISDA Agreement not to apply to any
              Transactions and thus payments under all Transactions under the
              same Hedging Contract to be made in the same currency on the same
              day shall be netted.

         (f)  An acknowledgement of the existence of this Agreement and the
              Charges.

         (g)  An election for "Second Method and Market Quotation" in the
              "Schedule" as the payment method applicable.

         (h)  The governing law to be English law.

         Terms used in this schedule have the meanings given to them in the ISDA
         Agreement or, where the context does not so permit, the meanings given
         to them in this Agreement.

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                                      146

                                  SCHEDULE 12:
                              DORMANT SUBSIDIARIES

<TABLE>
<CAPTION>

           Company Name                                    Company Number
           ------------                                    --------------
           <S>                                             <C>
           Crown Castle UK Pension Trust Limited           3390775 (incorporated in England)

           Mercator Developments Limited                   3844675 (incorporated in England)

           Terracom Estates Limited                        3120642 (incorporated in England)

           Wandasset Limited                               4245109 (incorporated in England)

           Crown Castle BV                                 Not applicable

           Terracom Design & Development Limited           2816853 (incorporated in England)

           Triscape Planning Limited                       3246721 (incorporated in England)
</TABLE>