Exhibit 4.12


                           DATED 11TH SEPTEMBER 2000


                       (1) NATIONAL WESTMINSTER BANK PLC


                                      and


                       (2) NIAGARA LASALLE (UK) LIMITED



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

                              AMENDMENT AGREEMENT
                    relating to a bank facilities agreement
                               dated 21 May 1999

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




                                   EVERSHEDS
                                115 Colmore Row
                                  Birmingham
                                    B3 3AL

                              Tel. 0121 232 1000
                              Fax. 0121 232 1900

                                  Ref: UI/RHH




                                   CONTENTS


1.  INTERPRETATION.....................................................1
2.  AMENDMENT..........................................................1
3.  CONFIRMATIONS......................................................2
4.  REPRESENTATIONS....................................................2
5.  MISCELLANEOUS......................................................2

SCHEDULE - AMENDMENTS TO THE FACILITIES AGREEMENT......................3





THIS AGREEMENT is made on 11th September 2000

BETWEEN:

(1)      NATIONAL WESTMINSTER BANK PLC a company incorporated in England and
         Wales acting through its offices at PO Box 4641, 103 Colmore Row,
         Birmingham B3 3NR (the "Bank"); and

(2)      NIAGARA LASALLE (UK) LIMITED a company incorporated in England and
         Wales with Company Number 3725308 and whose registered office is
         situate at Victoria Steel Works, Bull Lane, Moxley, Wednesbury, West
         Midlands WS10 8RS (the "Borrower");


WHEREAS:

(A)      Pursuant to a bank facilities agreement dated 21 May 1999, between
         the Bank and the Borrower (the "Facilities Agreement") the Bank
         agreed to make available to the Borrower facilities for a term of
         seven years ending on the seventh anniversary of drawdown.

(B)      The Borrower and the Bank have subsequently agreed to certain
         amendments to the Facilities Agreement.


NOW IT IS AGREED as follows:


1.    INTERPRETATION

      1.1   DEFINITIONS

            In this Agreement (except where the context otherwise requires
            or there is express provision herein to the contrary) all terms
            and expressions used in this Agreement shall have the meanings
            given to such terms and expressions in the Facilities
            Agreement.

      1.2   INTERPRETATION

            Clauses 1.2 - 1.12 (inclusive) of the Facilities Agreement
            shall be deemed to be incorporated in this Agreement as if set
            out in full herein, with all necessary changes.

2.    AMENDMENT

      As of and with effect from 30 June 2000 the Facilities Agreement shall
      be amended in accordance with the amendments set out in the attached
      Schedule.

3.    CONFIRMATIONS

      3.1   Save as expressly amended by this Agreement, the Facilities
            Agreement shall remain in full force and effect.

      3.2   Each of the parties hereto confirms that notwithstanding the
            amendment of the Facilities Agreement each of the Lending
            Documents to which it is a party remains in full force and
            effect and will continue to secure the obligations of the
            Borrower under the Facilities Agreement as so amended, and that
            as and from the date of this Agreement any and all references
            in each of the Lending Documents to the Facilities Agreement
            will, where applicable, be construed as references to the
            Facilities Agreement as amended by this Agreement.

4.    REPRESENTATIONS

      The Borrower hereby represents and warrants to the Bank that save as
      expressly varied or amended by this Agreement the representations and
      warranties referred to in Clauses 8.1 and 8.2 of the Facilities
      Agreement are correct on the date hereof.

5.    MISCELLANEOUS

      5.1   This Agreement may be executed in several counterparts and any
            single counterpart or set of counterparts, signed in either
            case by all of the parties, shall be deemed to be an original,
            and all taken together shall constitute one and the same
            instrument.

      5.2   This Agreement shall be governed by and construed in accordance
            with English law.

      5.3   The Borrower shall be responsible for, on an indemnity basis,
            the Bank's (and any of its advisers') costs including any VAT
            and disbursements incurred in connection with this Agreement.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed the day and year first above written.




                                   SCHEDULE

               AMENDMENTS TO THE FACILITIES AGREEMENT


With effect from 30 June 2000 the Facilities Agreement shall be amended as set
out in this Schedule. All references in this Schedule to clause numbers are
references to clauses in the Facilities Agreement and all references to
paragraph numbers are references to paragraphs of this Schedule.

The existing Clause 9.3.1 contained in the Facilities Agreement shall be
deleted in its entirety and replaced with the following new Clause 9.3.1:

PBIT TO INTEREST

9.3.1 the ratio of PBIT to Interest of the Borrower in respect of each period
      referred to in Column A below shall not be less than the ratio set out
      in Column B below opposite such period:

               COLUMN A                 COLUMN B
               --------                 --------
               1/1/00 to 30/6/00        2.1:1
               1/1/00 to 30/9/00        2.1:1
               1/1/00 to 31/12/00       2.1:1
               1/1/01 to 31/3/01        2.1:1
               1/1/01 to 30/6/01        2.2:1
               1/1/01 to 30/9/01        2.3:1
               1/1/01 to 31/12/01       2.4:1
               1/1/02 to 31/3/02        2.4:1
               1/1/02 to 30/6/02        2.4:1
               1/1/02 to 30/9/02        2.4:1
               1/1/02 to 31/12/02       2.75:1
               And in each calendar
               quarter thereafter       2.75:1

SIGNED BY  /s/ Raymond Rozanski         SIGNED BY /s/Andrew Baker
           --------------------                   ---------------

for and on behalf of                    for and on behalf of

NIAGARA LASALLE (UK) LIMITED            NATIONAL WESTMINSTER BANK PLC