Exhibit 10(y)


    
      	 
	
               

               

              
              

            
	
              Exhibit
                10(y)

               

               

               

              AGREEMENT

               

            
	
              24
                JANUARY 2007

               

            
	
              CREDIT
                FACILITY

               

              for

               

              WESTERN
                POWER DISTRIBUTION HOLDINGS LIMITED

               

              arranged
                by

               

              BARCLAYS
                CAPITAL

              BAYERISCHE
                LANDESBANK acting through its London Branch

              LLOYDS
                TSB BANK plc

              as
                Mandated Lead Arrangers

               

              with

               

              LLOYDS
                TSB BANK plc

              as
                Facility Agent

               

              £150,000,000

               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    CONTENTS

    
      	
              Clause

            	
              Page

            


    

    


    
      	
              1.

            	
              Interpretation

            	
              1

            
	
              2.

            	
              Facilities

            	
              9

            
	
              3.

            	
              Purpose

            	
              10

            
	
              4.

            	
              Conditions
                Precedent

            	
              10

            
	
              5.

            	
              Utilisation

            	
              11

            
	
              6.

            	
              Extension
                Option

            	
              11

            
	
              7.

            	
              Optional
                Currencies

            	
              12

            
	
              8.

            	
              Repayment
                of Loans

            	
              14

            
	
              9.

            	
              Prepayment
                and Cancellation

            	
              14

            
	
              10.

            	
              Interest

            	
              17

            
	
              11.

            	
              Terms

            	
              18

            
	
              12.

            	
              Market
                Disruption

            	
              19

            
	
              13.

            	
              Taxes

            	
              20

            
	
              14.

            	
              Increased
                Costs

            	
              22

            
	
              15.

            	
              Mitigation

            	
              23

            
	
              16.

            	
              Payments

            	
              24

            
	
              17.

            	
              Representations

            	
              26

            
	
              18.

            	
              Information
                Covenants

            	
              28

            
	
              19.

            	
              Financial
                Covenants

            	
              31

            
	
              20.

            	
              General
                Covenants

            	
              32

            
	
              21.

            	
              Default

            	
              35

            
	
              22.

            	
              The
                Administrative Parties

            	
              38

            
	
              23.

            	
              Evidence
                and Calculations

            	
              43

            
	
              24.

            	
              Fees

            	
              43

            
	
              25.

            	
              Indemnities
                and Break Costs

            	
              44

            
	
              26.

            	
              Expenses

            	
              46

            
	
              27.

            	
              Amendments
                and Waivers

            	
              46

            
	
              28.

            	
              Changes
                to the Parties

            	
              47

            
	
              29.

            	
              Disclosure
                of Information

            	
              50

            
	
              30.

            	
              Set-Off

            	
              50

            
	
              31.

            	
              Pro
                Rata Sharing

            	
              50

            
	
              32.

            	
              Severability

            	
              52

            
	
              33.

            	
              Counterparts

            	
              52

            
	
              34.

            	
              Notices

            	
              52

            
	
              35.

            	
              Language

            	
              53

            
	
              36.

            	
              Governing
                Law

            	
              53

            
	
              37.

            	
              Enforcement

            	
              54

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      
        	
                Schedule

              	
                Page

              


      

    

     

    
      	
              1.

            	
              Original
                Parties

            	
              55

            
	
              2.

            	
              Conditions
                Precedent Documents

            	
              56

            
	
              3.

            	
              Form
                of Request

            	
              57

            
	
              4.

            	
              Calculation
                of the Mandatory Cost

            	
              58

            
	
              5.

            	
              Form
                of Transfer Certificate

            	
              60

            
	
              6.

            	
              Form
                of Compliance Certificate

            	
              62

            


    

    


    
      	
              Signatories

            	
              63

            


    

    


     

    THIS
      AGREEMENT is
      dated
24
      January,
      2007

     

    BETWEEN:

     

    
      	
              (1)

            	
              WESTERN
                POWER DISTRIBUTION HOLDINGS LIMITED (registered
                in England and Wales with number 4267536)
                (the Borrower);

            


    

     

    
      	
              (2)

            	
              BARCLAYS
                CAPITAL,
                BAYERISCHE
                LANDESBANK
                acting through its London Branch and LLOYDS
                TSB BANK plc
                each in this capacity as a Mandated
                Lead Arranger
                and
                together in this capacity, the Mandated
                Lead Arrangers;

            


    

     

    
      	
              (3)

            	
              THE
                FINANCIAL INSTITUTIONS listed
                in Schedule 1 (Original Parties) as original lenders (the Original
                Lenders);

            


    

     

    
      	
              (4)

            	
              LLOYDS
                TSB BANK PLC as facility agent (in this capacity the Facility
                Agent);

            


    

     

    


     

    IT
      IS AGREED as
      follows:

     

    
      	
              1.

            	
              INTERPRETATION

            


    

     

    
      	
              1.1

            	
              Definitions

            


    

     

    In
      this
      Agreement:

     

    Act
      means
      the Electricity Act 1989 and, unless the context otherwise requires, all
      subordinate legislation made pursuant thereto.

     

    Administrative
      Party
      means
a
      Mandated
      Lead Arranger or the Facility Agent.

     

    Affiliate
      means a
      Subsidiary or a Holding Company of a person or any other Subsidiary of that
      Holding Company.

     

    Applicable
      Accounting Principles
      means
      those accounting principles, standards and practices generally accepted in
      the
      United Kingdom and the accounting and reporting requirements of the Companies
      Act 1985, in each case as used in the Original Financial
      Statements.

     

    Authority
      means
      The Gas and Electricity Markets Authority established under Section 1 of the
      Utilities Act 2000.

     

    Availability
      Period
      means
      the period from and including the date of this Agreement to and including the
      Final Maturity Date.

     

    Balancing
      and Settlement Code
      means
      the document, as modified from time to time, setting out the electricity
      balancing and settlement arrangements designated by the Secretary of State
      and
      adopted by The National Grid Company plc (Registered No. 2366977) or its
      successor pursuant to its transmission licence.

     

    Balancing
      and Settlement Code Framework
      means
      the agreement of that title, in the form approved by the Secretary of State,
      as
      amended from time to time, to which each Distribution Company is a party and
      by
      which the Balancing and Settlement Code is made binding upon that Distribution
      Company.

     

    Break
      Costs
      means
      the amount (if any) which a Lender is entitled to receive under this Agreement
      as compensation if any part of a Loan or overdue amount is prepaid.

     

    Business
      Day
      means a
      day (other than a Saturday or a Sunday) on which commercial banks are open
      in
      London and:

     

    
      	 	
              (a)

            	
              if
                on that day a payment in or a purchase of a currency (other than
                euro) is
                to be made, the principal financial centre of the country of that
                currency; or

            


    

     

    
      	 	
              (b)

            	
              if
                on that day a payment in or purchase of euro is to be made, which
                is also
                a TARGET Day.

            


    

     

    Commitment
      means:

     

    
      	 	
              (a)

            	
              for
                an Original Lender, the amount set opposite its name in Schedule
                1
                (Original Parties) under the heading "Commitments" and the amount
                of any
                other Commitment it acquires; and

            


    

     

    
      	 	
              (b)

            	
              for
                any other Lender, the amount of any commitment it
                acquires,

            


    

     

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

     

    Compliance
      Certificate
      means a
      certificate substantially in the form of Schedule 6 (Form of Compliance
      Certificate) setting out, among other things, calculations of the financial
      covenants.

     

    Default
      means:

     

    
      	 	
              (a)

            	
              an
                Event of Default; or

            


    

     

    
      	 	
              (b)

            	
              an
                event which would be (with the lapse of time, the expiry of a grace
                period, the giving of notice or the making of any determination under
                the
                Finance Documents or any combination of them) an Event of
                Default.

            


    

     

    Distribution
      Company means
      Western Power Distribution (South West) PLC, a public limited company registered
      in England and Wales under the Companies Act 1985 (registered number 02366894)
      or Western Power Distribution (South Wales) PLC, registered in England and
      Wales
      under the Companies Act 1985 (registered number 02366985).

     

    Environmental
      Law
      means
      all regulations and other laws concerning the protection of human health or
      the
      environment;

     

    euro
      or
euros
      or
€
      means
      the single currency of the Participating Member States.

     

    Event
      of Default
      means an
      event specified as such in this Agreement.

     

    Existing
      Tranche C Facility means
      the
      tranche C revolving credit facility described in clause 2.3 (Tranche C Facility)
      of and made available under the £400,000,000 credit facility dated
      18 October 2002 and made, among others, between Western Power Distribution
      (South West) PLC and Lloyds TSB Bank plc, as Facility Agent (as amended and
      restated from time to time).

     

    Extended
      Final Maturity Date
      means
      the date specified as such in the notice exercising the Extension Option
      provided by the Borrower under Clause 6 (Extension Option), being a date falling
      no later than the seventh anniversary of this Agreement.

     

    Facility
      means
      the revolving credit facility made available under this Agreement and described
      in Clause 2.1 (Facility).

     

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

     

    
      	 	
              (a)

            	
              on
                or before the date it becomes a Lender;
                or

            


    

     

    
      	 	
              (b)

            	
              by
                not less than five Business Days'
                notice,

            


    

     

    as
      the
      office(s) through which it will perform its obligations under this
      Agreement.

     

    Fee
      Letter
      means
      any letter entered into by reference to this Agreement between one or more
      Administrative Parties and the Borrower setting out the amount of certain fees
      referred to in the Agreement.

     

    Final
      Maturity Date means

     

    
      	 	
              (a)

            	
              the
                fifth anniversary of the date of this Agreement;
                or

            


    

     

    
      	 	
              (b)

            	
              if
                the extension option in Clause 6 (Extension Option) is exercised
                the
                Extended Final Maturity Date.

            


    

     

    Finance
      Document means:

     

    
      	 	
              (a)

            	
              this
                Agreement;

            


    

     

    
      	 	
              (b)

            	
              a
                Fee Letter;

            


    

     

    
      	 	
              (c)

            	
              a
                Transfer Certificate; or

            


    

     

    
      	 	
              (d)

            	
              any
                other document designated as such by the Facility Agent and the
                Borrower.

            


    

     

    Finance
      Party
      means a
      Lender or an Administrative Party.

     

    Financial
      Indebtedness
      means
      any indebtedness for or in respect of:

     

    
      	 	
              (a)

            	
              moneys
                borrowed;

            


    

     

    
      	 	
              (b)

            	
              any
                acceptance credit;

            


    

     

    
      	 	
              (c)

            	
              any
                bond, note, debenture, loan stock or other similar
                instrument;

            


    

     

    
      	 	
              (d)

            	
              any
                finance or capital lease;

            


    

     

    
      	 	
              (e)

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

            


    

     

    
      	 	
              (f)

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

            


    

     

    
      	 	
              (g)

            	
              any
                derivative transaction protecting against or benefiting from fluctuations
                in any rate or price (and, except for non-payment of an amount, the
                then
                mark to market value of the derivative transaction will be used to
                calculate its amount);

            


    

     

    
      	 	
              (h)

            	
              any
                other transaction (including any forward sale or purchase agreement)
                which
                has the commercial effect of a
                borrowing;

            


    

     

    
      	 	
              (i)

            	
              any
                counter-indemnity obligation in respect of any guarantee, indemnity,
                bond,
                letter of credit or any other instrument issued by a bank or financial
                institution; or

            


    

     

    
      	 	
              (j)

            	
              any
                guarantee, indemnity or similar assurance against financial loss
                of any
                person in respect of any item referred to in paragraphs (a) to (i)
                above.

            


    

     

    Group
      means
      the Borrower and its Subsidiaries.

     

    Holding
      Company
      means a
      holding company within the meaning of section 736 of the Companies Act 1985
      as
      amended by the Limited Liability Partnership Regulations 2001.

     

    Increased
      Cost
      means:

     

    
      	 	
              (a)

            	
              an
                additional or increased cost;

            


    

     

    
      	 	
              (b)

            	
              a
                reduction in the rate of return under a Finance Document or on its
                overall
                capital; or

            


    

     

    
      	 	
              (c)

            	
              a
                reduction of an amount due and payable under any Finance
                Document,

            


    

     

    which
      is
      incurred or suffered by a Finance Party or any of its Affiliates but only to
      the
      extent attributable to that Finance Party having entered into any Finance
      Document or funding or performing its obligations under any Finance
      Document.

     

    Lender
      means:

     

    
      	 	
              (a)

            	
              an
                Original Lender; or

            


    

     

    
      	 	
              (b)

            	
              any
                person which becomes a Lender after the date of this
                Agreement.

            


    

     

    LIBOR
      means
      for a Term of any Loan or overdue amount:

     

    
      	 	
              (a)

            	
              the
                applicable Screen Rate; or

            


    

     

    
      	 	
              (b)

            	
              if
                no Screen Rate is available for the relevant currency or Term of
                that Loan
                or overdue amount, the arithmetic mean (rounded upward to four decimal
                places) of the rates, as supplied to the Facility Agent at its request,
                quoted by the Reference Banks to leading banks in the London interbank
                market,

            


    

     

    as
      of
      11.00 a.m. on the Rate Fixing Day for the offering of deposits in the
      currency of that Loan or overdue amount for a period comparable to that
      Term.

     

    Licence
      means:

     

    
      	 	
              (a)

            	
              the
                electricity distribution licence made and treated as granted to each
                Distribution Company under Section 6(1)(c) of the Act pursuant to
                a
                licensing scheme made by the Secretary of State under Part II of
                Schedule
                7 to the Utilities Act 2000 on 28 September 2001;
                or

            


    

     

    
      	 	
              (b)

            	
              by
                any statutory amendment or replacement licence or licences granted
                pursuant to the Utilities Act 2000 which permit a Distribution Company
                to
                distribute electricity in the Authorised
                Area;

            


    

     

    Loan
      means,
      unless otherwise stated in this Agreement, the principal amount of each
      borrowing under this Agreement or the principal amount outstanding of that
      borrowing.

     

    Majority
      Lenders
      means,
      at any time, Lenders:

     

    
      	 	
              (a)

            	
              whose
                share in the outstanding Loans and whose undrawn Commitments then
                aggregate 662/3%
                or more of the aggregate of all the outstanding Loans and the undrawn
                Commitments of all the Lenders;

            


    

     

    
      	 	
              (b)

            	
              if
                there is no Loan then outstanding, whose undrawn Commitments then
                aggregate 662/3%
                or more of the Total Commitments;
                or

            


    

     

    
      	 	
              (c)

            	
              if
                there is no Loan then outstanding and the Total Commitments have
                been
                reduced to zero, whose Commitments aggregated 662/3%
                or more of the Total Commitments immediately before the
                reduction.

               

            


    

          
      Mandatory Cost
      means
      the cost of complying with certain regulatory requirements, expressed as a
      percentage rate per annum and calculated by the Facility Agent under Schedule
      4
      (Calculation of the Mandatory Cost).

     

    Margin
      means
      the percentage rate per annum determined to be the Margin in accordance with
      Clause 10.5(a) (Margin), as adjusted from time to time in accordance with
      Clauses 10.5(b) to 10.5(e) (Margin).

     

    Material
      Adverse Effect
      means
      something having a material adverse effect on the Borrower's ability to perform
      its payment obligations under this Agreement.

     

    Maturity
      Date
      means
      the last day of the Term of a Loan.

     

    Moody's
      means
      Moody's Investors' Services, Inc. (or any successor to its ratings
      business).

     

    OFGEM
      means
      the
      Office of Gas and Electricity Markets.

     

    Optional
      Currency
      means
      any currency (other than Sterling)
      in
      which a Loan may be denominated under this Agreement.

     

    Original
      Financial Statements
      means
      the audited financial statements of the Borrower for the year ended 31
      March
      2006.

     

    Participating
      Member States
      means a
      member state of the European Community that adopts the euro as its lawful
      currency under the legislation of the European Union for European Monetary
      Union.

     

    Party
      means a
      party to this Agreement.

     

    Pro
      Rata Share
      means:

     

    
      	 	
              (a)

            	
              for
                the purpose of determining a Lender's share in a utilisation of the
                Facility, the proportion which its Commitment under the Facility
                bears to
                all the Commitments under the Facility;
                and

            


    

     

    
      	 	
              (b)

            	
              for
                any other purpose on a particular
                date:

            


    

     

    
      	 	
              (i)

            	
              the
                proportion which a Lender's share of the Loans (if any) bears to
                all the
                Loans;

            


    

     

    
      	 	
              (ii)

            	
              if
                there is no Loan outstanding on that date, the proportion which its
                Commitment bears to the Total Commitments on that date;
                or

            


    

     

    
      	 	
              (iii)

            	
              if
                the Total Commitments have been cancelled, the proportion which its
                Commitments bore to the Total Commitments immediately before being
                cancelled.

            


    

     

    For
      the
      purpose of subparagraph (iii) above, the Facility Agent will determine, in
      the case of a dispute whether the term in any case relates to the
      Facility.

     

    Rate
      Fixing Day means:

     

    
      	 	
              (a)

            	
              the
                first day of a Term for a Loan denominated in Sterling;
                or

            


    

     

    
      	 	
              (b)

            	
              the
                second Business Day before the first day of a Term for a Loan denominated
                in any other currency;

            


    

     

    or
      such
      other day as the Facility Agent determines is generally treated as the rate
      fixing day by market practice in the relevant interbank market.

     

    Reference
      Banks
      means
      the Facility Agent, Barclays Bank PLC and Bayerische Landesbank acting through
      its London Branch and any other bank or financial institution appointed as
      such
      by the Facility Agent under this Agreement.

     

    Repeating
      Representations
      means
      the representations which are deemed to be repeated under this
      Agreement.

     

    Request
      means a
      request for a Loan, substantially in the form of Schedule 3 (Form of
      Request).

     

    Rollover
      Loan
      means
      one or more Loans:

     

    
      	 	
              (a)

            	
              to
                be made on the same day that a maturing Loan is due to be
                repaid;

            


    

     

    
      	 	
              (b)

            	
              the
                aggregate amount of which is equal to or less than the maturing
                Loan;

            


    

     

    
      	 	
              (c)

            	
              in
                the same currency as the maturing Loan;
                and

            


    

     

    
      	 	
              (d)

            	
              to
                be made for the purpose of refinancing a maturing
                Loan.

            


    

     

    S&P
      means
      Standard & Poor's Corporation (a division of the McGraw-Hill Companies, Inc)
      (or any successor to its ratings business).

     

    Screen
      Rate
      means
      the British Bankers Association Interest Settlement Rate (if any) for the
      relevant currency and Term displayed on the appropriate page of the Telerate
      screen selected by the Facility Agent. If the relevant page is replaced or
      the
      service ceases to be available, the Facility Agent (after consultation with
      the
      Borrower and the Lenders) may specify another page or service displaying the
      appropriate rate.

     

    Secretary
      of State
      means
      the Secretary of State for Trade and Industry.

     

    Security
      Interest
      means
      any mortgage, pledge, lien, charge, assignment, hypothecation or security
      interest or any other agreement or arrangement having a similar
      effect.

     

    Sterling
      and
£
      mean the
      lawful currency of the United Kingdom.

     

    Subsidiary
      means:

     

    
      	 	
              (a)

            	
              a
                subsidiary within the meaning of section 736 of the Companies Act
                1985 as
                amended by the Limited Liability Partnership Regulations 2001;
                and

            


    

     

    
      	 	
              (b)

            	
              unless
                the context otherwise requires, a subsidiary undertaking within the
                meaning of section 258 of the Companies Act 1985 as amended by the
                Limited
                Liability Partnership Regulations
                2001.

            


    

     

    TARGET
      Day
      means a
      day on which the Trans-European Automated Real-time Gross Settlement Express
      Transfer payment system is open for the settlement of payments in
      euro.

     

    Tax
      means
      any tax, levy, impost, duty or other charge or withholding of a similar nature
      (including any related penalty or interest).

     

    Tax
      Deduction
      means a
      deduction or withholding for or on account of Tax from a payment under a Finance
      Document.

     

    Tax
      Payment
      means a
      payment made by the Borrower to a Finance Party in any way relating to a Tax
      Deduction or under any indemnity given by the Borrower in respect of Tax under
      any Finance Document.

     

    Term
      means
      each period determined under this Agreement by reference to which interest
      on a
      Loan or an overdue amount is calculated.

     

    Total
      Commitments
      means
      the aggregate of the Commitments of all the Lenders being the total amount
      specified as such in Schedule 1 (Original Parties) at the date of this
      Agreement.

     

    Transfer
      Certificate
      means a
      certificate, substantially in the form of Schedule 5 (Form of Transfer
      Certificate), with such amendments as the Facility Agent may approve or
      reasonably require or any other form agreed between the Facility Agent and
      the
      Borrower.

     

    U.K.
      means
      the United Kingdom.

     

    U.S.
      Dollars
      and
U.S.$
      means
      the lawful currency for the time being of the United States of
      America.

     

    Utilisation
      Date
      means
      each date on which the Facility is utilised.

     

    
      	
              1.2

            	
              Construction

            


    

     

    
      	
              (a)

            	
              The
                following definitions have the meanings given to them in Clause 19.1
                (Definitions):

            


    

     

    
      	 	
              (i)

            	
              Consolidated
                EBITDA;

            


    

     

    
      	 	
              (ii)

            	
              Interest
                Payable;

            


    

     

    
      	 	
              (iii)

            	
              Measurement
                Period;

            


    

     

    
      	 	
              (iv)

            	
              Regulatory
                Asset Base; and

            


    

     

    
      	 	
              (v)

            	
              Total
                Net Debt.

            


    

     

    
      	
              (b)

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

            


    

     

    
      	 	
              (i)

            	
              an
                amendment
                includes a supplement, novation, restatement or re-enactment and
                amended
                will be construed accordingly;

            


    

     

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

     

    an
      authorisation
      includes
      an authorisation, consent, approval, resolution, licence, exemption, filing,
      registration or notarisation;

     

    Barclays
      Capital
      is a
      reference to Barclays Capital, the investment banking division of Barclays
      Bank
      PLC;

     

    disposal
      means a
      sale, transfer, grant, lease or other disposal, whether voluntary or
      involuntary, and dispose
      will be
      construed accordingly;

     

    indebtedness
      includes
      any obligation (whether incurred as principal or as surety) for the payment
      or
      repayment of money;

     

    know
      your customer requirements
      are the
      identification checks that a Finance Party requests in order to meet its
      obligations under any applicable law or regulation to identify a person who
      is
      (or is to become) its customer;

     

    a
      person
      includes
      any individual, company, corporation, unincorporated association or body
      (including a partnership, trust, joint venture or consortium), government,
      state, agency, organisation or other entity whether or not having separate
      legal
      personality;

     

    a
      regulation
      includes
      any regulation, rule, official directive, request or guideline (whether or
      not
      having the force of law but, if not having the force of law, being of a type
      with which any person to which it applies is accustomed to comply) of any
      governmental, inter-governmental or supranational body, agency, department
      or
      regulatory, self-regulatory or other authority or organisation;

     

    the
      Winding-up
      of a
      person also includes the administration, dissolution or liquidation or other
      like process of that person, any composition or arrangement with the creditors,
      amalgamation, reconstruction, reorganisation or consolidation pursuant to Part
      XIII of the Companies Act 1985 proposed or carried out in respect of that person
      or a company voluntary arrangement pursuant to the Insolvency Act 1986 carried
      out or proposed in respect of that person;

     

    
      	 	
              (ii)

            	
              a
                currency is a reference to the lawful currency for the time being
                of the
                relevant country;

            


    

     

    
      	 	
              (iii)

            	
              a
                Default being outstanding
                means that it has not been remedied or
                waived;

            


    

     

    
      	 	
              (iv)

            	
              a
                provision of law is a reference to that provision as extended, applied,
                amended or re-enacted and includes any subordinate
                legislation;

            


    

     

    
      	 	
              (v)

            	
              a
                Clause, a Subclause or a Schedule is a reference to a clause or subclause
                of, or a schedule to, this
                Agreement;

            


    

     

    
      	 	
              (vi)

            	
              a
                person includes its successors in title, permitted assigns and permitted
                transferees;

            


    

     

    
      	 	
              (vii)

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

            


    

     

    
      	 	
              (viii)

            	
              a
                time of day is a reference to London
                time.

            


    

     

    
      	
              (c)

            	
              Unless
                the contrary intention appears, a reference to a month
                or
                months
                is
                a reference to a period starting on one day in a calendar month and
                ending
                on the numerically corresponding day in the next calendar month or
                the
                calendar month in which it is to end, except
                that:

            


    

     

    
      	 	
              (i)

            	
              if
                the numerically corresponding day is not a Business Day, the period
                will
                end on the next Business Day in that month (if there is one) or the
                preceding Business Day (if there is
                not);

            


    

     

    
      	 	
              (ii)

            	
              if
                there is no numerically corresponding day in that month, that period
                will
                end on the last Business Day in that month;
                and

            


    

     

    
      	 	
              (iii)

            	
              notwithstanding
                subparagraph (i) above, a period which commences on the last Business
                Day
                of a month will end on the last Business Day in the next month or
                the
                calendar month in which it is to end, as
                appropriate.

            


    

     

    
      	
              (d)

            	
              Unless
                expressly provided to the contrary in a Finance Document, a person
                who is
                not a party to a Finance Document may not enforce any of its terms
                under
                the Contracts (Rights of Third Parties) Act 1999 and notwithstanding
                any
                term of any Finance Document, the consent of any third party is not
                required for any variation (including any release or compromise of
                any
                liability) or termination of that Finance
                Document.

            


    

     

    
      	
              (e)

            	
              Unless
                the contrary intention appears:

            


    

     

    
      	 	
              (i)

            	
              a
                reference to a Party will not include that Party if it has ceased
                to be a
                Party under this Agreement;

            


    

     

    
      	 	
              (ii)

            	
              a
                word or expression used in any other Finance Document or in any notice
                given in connection with any Finance Document has the same meaning
                in that
                Finance Document or notice as in this Agreement;
                and

            


    

     

    
      	 	
              (iii)

            	
              any
                obligation of the Borrower under the Finance Documents which is not
                a
                payment obligation remains in force for so long as any payment obligation
                of the Borrower is or may be outstanding under the Finance
                Documents.

            


    

     

    
      	
              (f)

            	
              The
                headings in this Agreement do not affect its
                interpretation.

            


    

     

    
      	
              2.

            	
              FACILITIES

            


    

     

    
      	
              2.1

            	
              Facility

            


    

     

    Subject
      to the terms of this Agreement, the Lenders make available to the Borrower
      a
      revolving loan facility with extension options denominated in Sterling in an
      aggregate amount equal to the Total Commitments.

     

    
      	
              2.2

            	
              Nature
                of a Finance Party's rights and
                obligations

            


    

     

    Unless
      otherwise agreed by all the Finance Parties:

     

    
      	 	
              (a)

            	
              the
                obligations of a Finance Party under the Finance Documents are
                several;

            


    

     

    
      	 	
              (b)

            	
              failure
                by a Finance Party to perform its obligations does not affect the
                obligations of any other Party under the Finance
                Documents;

            


    

     

    
      	 	
              (c)

            	
              no
                Finance Party is responsible for the obligations of any other Finance
                Party under the Finance Documents;

            


    

     

    
      	 	
              (d)

            	
              the
                rights of a Finance Party under the Finance Documents are separate
                and
                independent rights;

            


    

     

    
      	 	
              (e)

            	
              a
                debt arising under the Finance Documents to a Finance Party is a
                separate
                and independent debt; and

            


    

     

    
      	 	
              (f)

            	
              a
                Finance Party may, except as otherwise stated in the Finance Documents,
                separately enforce those rights.

            


    

     

    
      	
              3.

            	
              PURPOSE

            


    

     

    
      	
              3.1

            	
              Loans

            


    

     

    Each
      Loan
      may only be used for general corporate purposes and in compliance with any
      Licence.

     

    
      	
              3.2

            	
              No
                obligation to monitor

            


    

     

    No
      Finance Party is bound to monitor or verify the utilisation of the
      Facility.

     

    
      	
              4.

            	
              CONDITIONS
                PRECEDENT

            


    

     

    
      	
              4.1

            	
              Conditions
                precedent documents

            


    

     

    A
      Request
      may not be given until the Facility Agent has notified the Borrower and the
      Lenders that it has received all of the documents and evidence set out in
      Schedule 2 (Conditions Precedent Documents) in form and substance satisfactory
      to the Facility Agent. The Facility Agent must give this notification to the
      Borrower and the Lenders promptly upon being so satisfied.

     

    
      	
              4.2

            	
              Further
                conditions precedent

            


    

     

    The
      obligations of each Lender to participate in any Loan are subject to the further
      conditions precedent that on both the date of the Request and the Utilisation
      Date for that Loan:

     

    
      	 	
              (a)

            	
              the
                Repeating Representations are correct in all material respects;
                and

            


    

     

    
      	 	
              (b)

            	
              no
                Default or, in the case of a Rollover Loan, no Event of Default is
                outstanding or would result from the
                Loan.

            


    

     

    
      	
              4.3

            	
              Maximum
                number

            


    

     

    Unless
      the Facility Agent agrees, a Request may not be given if, as a result, there
      would be more than 10
      Loans
      outstanding.

     

    
      	
              5.

            	
              UTILISATION

            


    

     

    
      	
              5.1

            	
              Giving
                of Requests

            


    

     

    
      	
              (a)

            	
              The
                Borrower may borrow a Loan by giving to the Facility Agent a duly
                completed Request.

            


    

     

    
      	
              (b)

            	
              Unless
                the Facility Agent otherwise agrees, the latest time for receipt
                by the
                Facility Agent of a duly completed Request is 11.00 a.m. one Business
                Day before the Rate Fixing Day for the proposed
                borrowing.

            


    

     

    
      	
              (c)

            	
              Each
                Request is irrevocable.

            


    

     

    
      	
              5.2

            	
              Completion
                of Requests

            


    

     

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

     

    
      	 	
              (a)

            	
              the
                Utilisation Date is a Business Day falling within the Availability
                Period;

            


    

     

    
      	 	
              (b)

            	
              The
                amount of the Loan requested is:

            


    

     

    
      	 	
              (i)

            	
              a
                minimum of £5,000,000
                or
                its equivalent in accordance with Clause 7.5 (Optional Currency
                equivalents), and an integral multiple of 1,000,000 units of that
                currency;

            


    

     

    
      	 	
              (ii)

            	
              the
                maximum undrawn amount available under this Agreement for Loans under
                the
                Facility on the proposed Utilisation Date;
                or

            


    

     

    
      	 	
              (iii)

            	
              such
                other amount as the Facility Agent may agree;
                and

            


    

     

    
      	 	
              (c)

            	
              the
                proposed Term complies with this
                Agreement.

            


    

     

    Only
      one
      Loan may be requested in a Request.

     

    
      	
              5.3

            	
              Advance
                of Loan

            


    

     

    
      	
              (a)

            	
              The
                Facility Agent must promptly notify each Lender of the details of
                the
                requested Loan and the amount of its share in that
                Loan.

            


    

     

    
      	
              (b)

            	
              The
                amount of each Lender's share of the Loan will be its Pro Rata Share
                on
                the proposed Utilisation Date.

            


    

     

    
      	
              (c)

            	
              No
                Lender is obliged to participate in a Loan if as a result the Loans
                would
                exceed the Total Commitments.

            


    

     

    
      	
              (d)

            	
              If
                the conditions set out in this Agreement have been met, each Lender
                must
                make its share in the Loan available to the Facility Agent for the
                Borrower on the Utilisation Date.

            


    

     

    
      	
              6.

            	
              EXTENSION
                OPTION

            


    

     

    
      	
              (a)

            	
              The
                Borrower may by notice to the Facility Agent (the Initial
                Extension Request)
                not more than 60 days and not less than 30 days before the first
                anniversary of the date of this Agreement, request that the Final
                Maturity
                Date be extended for a further period of one
                year.

            


    

     

    
      	
              (b)

            	
              The
                Borrower may by notice to the Facility Agent (the Second
                Extension Request)
                not more than 60 days and not less than 30 days before the second
                anniversary of the date of this Agreement, request that the Final
                Maturity
                Date:

            


    

     

    
      	 	
              (i)

            	
              with
                respect to Lenders who have agreed to the Initial Extension Request,
                be
                extended for a further period of one year;
                and/or

            


    

     

    
      	 	
              (ii)

            	
              if
                no Initial Extension Request has been made, or with respect to Lenders
                who
                refused the Initial Extension
                Request:

            


    

     

    
      	 	
              (A)

            	
              be
                extended for a period of one year;
                or

            


    

     

    
      	 	
              (B)

            	
              be
                extended for a period of two years,

            


    

     

    as
      selected by the Borrower in the notice to the Facility Agent.

     

    
      	
              (c)

            	
              The
                Facility Agent must promptly notify the Lenders of any Initial Extension
                Request or Second Extension Request (an Extension
                Request).

            


    

     

    
      	
              (d)

            	
              Each
                Lender may, in its sole discretion, agree to any Extension Request.
                Each
                Lender that agrees to an Extension Request by the date falling 15
                days
                before, the relevant anniversary of the date of this Agreement, will
                extend its Commitment for a further period of one year or two years,
                as
                applicable, from the then current Final Maturity Date and the Final
                Maturity Date with respect to the Commitment of that Lender will
                be
                extended accordingly.

            


    

     

    
      	
              (e)

            	
              If
                any Lender fails to reply to an Extension Request on or before the
                date
                falling 15 days before the relevant anniversary of the date of this
                Agreement, it will be deemed to have refused that Extension Request
                and
                its Commitment will not be
                extended.

            


    

     

    
      	
              (f)

            	
              Subject
                to paragraph (h) below, each Extension Request is
                irrevocable.

            


    

     

    
      	
              (g)

            	
              If
                one or more (but not all) of the Lenders agree to an Extension Request,
                then the Facility Agent must notify the Borrower and the Lenders
                which
                have agreed to the extension, identifying in that notification which
                Lenders have not agreed to the Extension
                Request.

            


    

     

    
      	
              (h)

            	
              The
                Borrower may, on the basis that one or more of the Lenders have not
                agreed
                to the Extension Request and no later than the date falling five
                days
                before the relevant anniversary of the date of this Agreement, withdraw
                the request by notice to the Facility Agent which will promptly notify
                the
                Lenders.

            


    

     

    
      	
              7.

            	
              OPTIONAL
                CURRENCIES

            


    

     

    
      	
              7.1

            	
              General

            


    

     

    In
      this
      Clause:

     

    Agent's
      Spot Rate of Exchange
      means
      the Facility Agent's spot rate of exchange for the purchase of the relevant
      currency in the London foreign exchange market with Sterling
      at or
      about 11.00 a.m. on a particular day.

     

    Pre-approved
      Currency
      means
      U.S.$ and euro.

     

    Sterling
      Amount
      of a
      Loan or part of a Loan means:

     

    
      	 	
              (a)

            	
              if
                the Loan is denominated in Sterling, its amount;
                or

            


    

     

    
      	 	
              (b)

            	
              in
                the case of any Loan denominated in an Optional Currency, its equivalent
                in Sterling calculated on the basis of the Agent's Spot Rate of Exchange
                one Business Day before the Rate Fixing Day for that
                Term.

            


    

     

    
      	
              7.2

            	
              Selection

            


    

     

    
      	
              (a)

            	
              The
                Borrower must select the currency of a Loan in its Request. The Borrower
                may select Sterling or an Optional Currency for a
                Loan.

            


    

     

    
      	
              (b)

            	
              Unless
                the Facility Agent otherwise agrees, the Loans may not be denominated
                at
                any one time in more than three
                currencies.

            


    

     

    
      	
              7.3

            	
              Selection
                of Optional Currencies

            


    

     

    
      	
              (a)

            	
              A
                Loan may be denominated in an Optional Currency for a Term
                if:

            


    

     

    
      	 	
              (i)

            	
              that
                Optional Currency is readily available in the amount required and
                freely
                convertible into Sterling in the relevant interbank market on the
                Rate
                Fixing Day and the first day of that Term;
                and

            


    

     

    
      	 	
              (ii)

            	
              that
                Optional Currency is a Pre-approved Currency or has been previously
                approved by the Facility Agent (acting on the instruction of all
                the
                Lenders).

            


    

     

    
      	
              (b)

            	
              If
                the Facility Agent has received a request from the Borrower for a
                currency
                to be approved as an Optional Currency (other than a Pre-approved
                Currency), the Facility Agent must, within five Business Days, confirm
                to
                the Borrower:

            


    

     

    
      	 	
              (i)

            	
              whether
                or not the Lenders have given their approval;
                and

            


    

     

    
      	 	
              (ii)

            	
              if
                approval has been given, the minimum amount (and, if required, integral
                multiples) for any Loan in that
                currency.

            


    

     

    
      	
              7.4

            	
              Revocation
                of currency

            


    

     

    
      	
              (a)

            	
              Notwithstanding
                any other term of this Agreement, if before 9.30 a.m. on any Rate
                Fixing Day the Facility Agent receives notice from a Lender
                that:

            


    

     

    
      	 	
              (i)

            	
              the
                Optional Currency requested is not readily available to it in the
                relevant
                interbank market in the amount and for the period required;
                or

            


    

     

    
      	 	
              (ii)

            	
              participating
                in a Loan in the proposed Optional Currency might contravene any
                law or
                regulation applicable to it,

            


    

     

    the
      Facility Agent must give notice to the Borrower to that effect promptly and
      in
      any event before 11.00 a.m. on that day.

     

    
      	
              (b)

            	
              In
                this event:

            


    

     

    
      	 	
              (i)

            	
              that
                Lender must participate in the Loan in Sterling;
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                share of that Lender in the Loan and any other similarly affected
                Lender(s) will be treated as a separate Loan denominated in Sterling
                during that Term.

            


    

     

    
      	
              (c)

            	
              Any
                part of a Loan treated as a separate Loan under this Subclause will
                not be
                taken into account for the purposes of any limit on the number of
                Loans or
                currencies outstanding at any one
                time.

            


    

     

    
      	
              (d)

            	
              A
                Loan will still be treated as a Rollover Loan if it is not denominated
                in
                the same currency as the maturing Loan by reason only of the operation
                of
                this Subclause.

            


    

     

    
      	
              7.5

            	
              Optional
                Currency equivalents

            


    

     

    Except
      as
      expressly provided in this Agreement, the equivalent in Sterling
      of a
      Loan or part of a Loan in an Optional Currency for the purposes of
      calculating:

     

    
      	 	
              (a)

            	
              whether
                any limit under this Agreement has been
                exceeded;

            


    

     

    
      	 	
              (b)

            	
              the
                amount of a Loan;

            


    

     

    
      	 	
              (c)

            	
              the
                share of a Lender in a Loan;

            


    

     

    
      	 	
              (d)

            	
              the
                amount of any repayment of a Loan;
                or

            


    

     

    
      	 	
              (e)

            	
              the
                undrawn amount of a Lender's
                Commitment,

            


    

     

    is
      its
      Sterling Amount.

     

    
      	
              7.6

            	
              Notification

            


    

     

    The
      Facility Agent must notify the Lenders and the Borrower of the relevant
Sterling
      Amount
      (and the applicable Agent's Spot Rate of Exchange) promptly after they are
      ascertained.

     

    
      	
              8.

            	
              REPAYMENT
                OF LOANS

            


    

     

    The
      Borrower must repay each Loan in full on its Maturity Date. No Loan may be
      outstanding after the Final Maturity Date. Subject to the other terms of this
      Agreement, any amounts repaid under this Clause 8 may be
      re-borrowed.

     

    
      	
              9.

            	
              PREPAYMENT
                AND CANCELLATION

            


    

     

    
      	
              9.1

            	
              Mandatory
                prepayment - illegality

            


    

     

    
      	
              (a)

            	
              A
                Lender must notify the Borrower promptly if it becomes aware that
                it is
                unlawful in any jurisdiction for that Lender to perform any of its
                obligations under a Finance Document or to fund or maintain its share
                in
                any Loan.

            


    

     

    
      	
              (b)

            	
              After
                notification under paragraph (a)
                above:

            


    

     

    
      	 	
              (i)

            	
              the
                Borrower must repay or prepay the share of that Lender in each Loan
                made
                to it on the date specified in paragraph (c) below;
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                Commitment of that Lender will be immediately
                cancelled.

            


    

     

    
      	
              (c)

            	
              The
                date for repayment or prepayment of a Lender's share in a Loan will
                be:

            


    

     

    
      	 	
              (i)

            	
              the
                Business Day following receipt by the Borrower of notice from the
                Lender
                under paragraph (a) above; or

            


    

     

    
      	 	
              (ii)

            	
              if
                later, the latest date allowed by the relevant
                law.

            


    

     

    
      	
              9.2

            	
              Mandatory
                prepayment - change of
                control

            


    

     

    
      	
              (a)

            	
              If,
                except in the context of a group reorganisation where the Borrower
                continues to be controlled directly or indirectly, by PPL Corporation,
                the
                Borrower becomes aware of any person (whether alone or together with
                any
                associated person or persons) gaining control of the Borrower (for
                these
                purposes "associated person" means, in relation to any person, a
                person
                who is (i) "acting in concert" (as defined in the City Code on Takeovers
                and Mergers) with that person or (ii) a "connected person" (as defined
                in
                section 839 of the Income and Corporation Taxes Act 1988) of that
                person, and "control" has the meaning given to it in section 416 of
                the Income and Corporation Taxes Act
                1988):

            


    

     

    
      	 	
              (i)

            	
              the
                Borrower shall promptly give notice of such change of control to
                the
                Facility Agent;

            


    

     

    
      	 	
              (ii)

            	
              the
                Lenders and the Borrower shall immediately enter into negotiations
                for a
                period of not more than 30 days from the date of the change of
                control with a view to agreeing whether the Facility shall continue
                to be
                made available and on what terms;

            


    

     

    
      	 	
              (iii)

            	
              during
                this 30-day negotiation period, the Borrower may not issue a Request
                for a
                Loan that is not a Rollover Loan, unless otherwise agreed by the
                Majority
                Lenders; and

            


    

     

    
      	 	
              (iv)

            	
              if
                no such agreement is reached within the said period of 30 days
                then:

            


    

     

    
      	 	
              (A)

            	
              any
                Lender may on 10 days' notice to the Facility Agent and to the Borrower
                require the repayment of its share in each Loan and cancel its Commitment;
                and

            


    

     

    
      	 	
              (B)

            	
              the
                Majority Lenders may on 10 days' notice to the Borrower require repayment
                in full of all outstanding Loans and cancel the Total
                Commitments.

            


    

     

    
      	
              9.3

            	
              Voluntary
                prepayment

            


    

     

    
      	
              (a)

            	
              The
                Borrower may, by giving not less than three
                Business Days' prior notice to the Facility Agent, prepay any Loan
                at any
                time in whole or in part.

            


    

     

    
      	
              (b)

            	
              A
                prepayment of part of a Loan drawn in US Dollars must be in a minimum
                amount of $5,000,000
                and an integral multiple of U.S. $1,000,000.

            


    

     

    
      	
              (c)

            	
              A
                prepayment of part of a Loan drawn in Sterling or any Optional Currency
                other than US Dollar must be in a minimum amount of £5,000,000 (or its
                equivalent) and an integral multiple of £1,000,000 (or its
                equivalent).

            


    

     

    
      	
              9.4

            	
              Automatic
                cancellation

            


    

     

    The
      Commitment of each Lender will be automatically cancelled at the close of
      business on the last day of the Availability Period.

     

    
      	
              9.5

            	
              Voluntary
                cancellation

            


    

     

    
      	
              (a)

            	
              The
                Borrower may, by giving not less than three
                Business Days' prior notice to the Facility Agent, cancel the unutilised
                amount of the Total Commitments in whole or in
                part.

            


    

     

    
      	
              (b)

            	
              Partial
                cancellation of the Total Commitments must be in a minimum amount
                of
                £5,000,000
                and an integral multiple of £1,000,000.

            


    

     

    
      	
              (c)

            	
              Any
                cancellation in part will be applied against the relevant Commitment
                of
                each Lender pro
                rata.

            


    

     

    
      	
              9.6

            	
              Involuntary
                prepayment and
                cancellation

            


    

     

    
      	
              (a)

            	
              If
                the Borrower is, or will be, required to pay to a Lender a Tax Payment
                or
                an Increased Cost, the Borrower may, while the requirement continues,
                give
                notice to the Facility Agent requesting prepayment and cancellation
                in
                respect of that Lender.

            


    

     

    
      	
              (b)

            	
              After
                notification under paragraph (a)
                above:

            


    

     

    
      	 	
              (i)

            	
              the
                Borrower must repay or prepay that Lender's share in each Loan made
                to it
                on the date specified in paragraph (c) below;
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                Commitment of that Lender will be immediately
                cancelled.

            


    

     

    
      	
              (c)

            	
              The
                date for repayment or prepayment of a Lender's share in a Loan will
                be the
                last day of the current Term for that Loan or, if earlier, the date
                specified by the Borrower in its
                notification.

            


    

     

    
      	
              9.7

            	
              Re-borrowing
                of Loans

            


    

     

    Any
      voluntary prepayment of a Loan may be re-borrowed on the terms of this
      Agreement. Any mandatory or involuntary prepayment of a Loan may not be
      re-borrowed.

     

    
      	
              9.8

            	
              Miscellaneous
                provisions

            


    

     

    
      	
              (a)

            	
              Any
                notice of prepayment and/or cancellation under this Agreement is
                irrevocable and must specify the relevant date(s) and the affected
                Loans
                and Commitments. The Facility Agent must notify the Lenders promptly
                of
                receipt of any such notice.

            


    

     

    
      	
              (b)

            	
              All
                prepayments under this Agreement must be made with accrued interest
                on the
                amount prepaid. No premium or penalty is payable in respect of any
                prepayment except for Break Costs.

            


    

     

    
      	
              (c)

            	
              The
                Majority Lenders may agree a shorter notice period for a voluntary
                prepayment or a voluntary
                cancellation.

            


    

     

    
      	
              (d)

            	
              No
                prepayment or cancellation is allowed except in accordance with the
                express terms of this Agreement.

            


    

     

    
      	
              (e)

            	
              No
                amount of the Total Commitments cancelled under this Agreement may
                subsequently be reinstated.

            


    

     

    
      	
              10.

            	
              INTEREST

            


    

     

    
      	
              10.1

            	
              Calculation
                of interest

            


    

     

    The
      rate
      of interest on each Loan for each Term is the percentage rate per annum equal
      to
      the aggregate of the applicable:

     

    
      	 	
              (a)

            	
              Margin;

            


    

     

    
      	 	
              (b)

            	
              LIBOR;
                and

            


    

     

    
      	 	
              (c)

            	
              Mandatory
                Cost.

            


    

     

    
      	
              10.2

            	
              Payment
                of interest

            


    

     

    Except
      where it is provided to the contrary in this Agreement, the Borrower must pay
      accrued interest on each Loan made to it on the last day of each Term and also,
      if the Term is longer than six months, on the dates falling at six-monthly
      intervals after the first day of that Term.

     

    
      	
              10.3

            	
              Interest
                on overdue amounts

            


    

     

    
      	
              (a)

            	
              If
                the Borrower fails to pay any amount payable by it under the Finance
                Documents, it must immediately on demand by the Facility Agent pay
                interest on the overdue amount from its due date up to the date of
                actual
                payment, both before, on and after
                judgment.

            


    

     

    
      	
              (b)

            	
              Interest
                on an overdue amount is payable at a rate determined by the Facility
                Agent
                to be 1% per annum above the rate which would have been payable if
                the
                overdue amount had, during the period of non-payment, constituted
                a Loan
                in the currency of the overdue amount. For this purpose, the Facility
                Agent may (acting reasonably):

            


    

     

    
      	 	
              (i)

            	
              select
                successive Terms of any duration of up to three months;
                and

            


    

     

    
      	 	
              (ii)

            	
              determine
                the appropriate Rate Fixing Day for that
                Term.

            


    

     

    
      	
              (c)

            	
              Notwithstanding
                paragraph (b) above, if the overdue amount is a principal amount of a
                Loan and becomes due and payable prior to the last day of its current
                Term, then:

            


    

     

    
      	 	
              (i)

            	
              the
                first Term for that overdue amount will be the unexpired portion
                of that
                Term; and

            


    

     

    
      	 	
              (ii)

            	
              the
                rate of interest on the overdue amount for that first Term will be
                1% per
                annum above the rate then payable on that
                Loan.

            


    

     

    After
      the
      expiry of the first Term for that overdue amount, the rate on the overdue amount
      will be calculated in accordance with paragraph (b) above.

     

    
      	
              (d)

            	
              Interest
                (if unpaid) on an overdue amount will be compounded with that overdue
                amount at the end of each of its Terms but will remain immediately
                due and
                payable.

            


    

     

    
      	
              10.4

            	
              Notification
                of rates of interest

            


    

     

    The
      Facility Agent must promptly notify each relevant Party of the determination
      of
      a rate of interest under this Agreement.

     

    
      	
              10.5

            	
              Margin

            


    

     

    
      	
              (a)

            	
              The
                applicable Margin for all Loans will be determined in accordance
                with the
                table below and by reference to the percentage rate per annum specified
                in
                Column 2 as set out below opposite the long term credit rating assigned
                to
                the Borrower and published by Moody's and/or S&P as specified in
                Column 1 as set out below;

            


    

    


     

     

    
      	
              Column
                1

              Credit
                Rating

              (S&P/Moody's)

            	
              Column
                2

              Margin

              %

            


    

     

    
      	
              BBB+/Baa1
                (or higher)

            	
              0.35

            


    

     

    
      	
              BBB/Baa2

            	
              0.45

            


    

     

    
      	
              BBB-/Baa3
                

            	
              0.65

            


    

     

    
      	
              BB+/Ba1

            	
              0.80

            


    

     

    
      	
              BB/Ba2
                (or lower)

            	
              1.00

            


    

     

    
      	
              (b)

            	
              Initially
                the applicable Margin shall be 0.65% per annum.


            


    

     

    
      	
              (c)

            	
              During
                any period in which (i) an Event of Default is outstanding; and/or
                (ii)
                there is no long term credit rating assigned to the Borrower by either
                S&P or Moody's, the applicable Margin shall, in each case, be 1.00%
                per annum.

            


    

     

    
      	
              (d)

            	
              In
                the event that the long term credit ratings assigned to the Borrower
                by
                S&P and Moody's would indicate a different Margin under (a) above then
                the lower of the two credit ratings shall apply to determine the
                applicable Margin, save that, in the event that there is more than
                one
                notch difference between the two credit ratings, then the middle
                level
                shall apply to determine the applicable Margin and, in the event
                that
                there are an even number of levels between the two credit ratings
                (and
                therefore no middle level) the higher of the two middle levels shall
                be
                used to determine the applicable
                Margin.

            


    

     

    
      	
              (e)

            	
              Any
                adjustment to the Margin pursuant to paragraphs (a) to (d) above
                shall be
                made on the date of publication by S&P and/or Moody's of a long term
                credit rating of the Borrower (or an amendment of a previously published
                rating) or on the date in which no long term credit rating is assigned
                to
                the Borrower, if such publication (or amendment) would result in
                a change
                in the Margin as provided above and, for the avoidance of doubt,
                such
                adjustment shall apply to Loans currently outstanding at such date
                of
                publication and with effect from such
                date.

            


    

     

    
      	
              (f)

            	
              Promptly
                after becoming aware of the same, the Borrower shall inform the Facility
                Agent in writing if any of the circumstances contemplated by paragraphs
                (b) through (d) apply.

            


    

     

    
      	
              11.

            	
              TERMS

            


    

     

    
      	
              11.1

            	
              Selection
                - Loans

            


    

     

    
      	
              (a)

            	
              Each
                Loan has one Term only.

            


    

     

    
      	
              (b)

            	
              The
                Borrower must select the Term for a Loan in the relevant
                Request.

            


    

     

    
      	
              (c)

            	
              Subject
                to the following provisions of this Clause, each Term for a Loan
                will be
                one, two, three or six months' or for a period of one to thirty days'
                duration as selected by the Borrower or any other period agreed by
                the
                Borrower and the Lenders.

            


    

     

    
      	
              (d)

            	
              The
                Borrower shall not use its right under paragraph (c) above to select
                for a
                Loan a Term of less than one month's duration more than six times
                in any
                calendar year.

            


    

     

    
      	
              11.2

            	
              No
                overrunning the Final Maturity
                Date

            


    

     

    If
      a Term
      would otherwise overrun the Final Maturity Date, it will be shortened so that
      it
      ends on the Final Maturity Date.

     

    
      	
              11.3

            	
              Other
                adjustments

            


    

     

    The
      Facility Agent and the Borrower may enter into such other arrangements as they
      may agree for the adjustment of Terms and the consolidation and/or splitting
      of
      Loans.

     

    
      	
              11.4

            	
              Notification

            


    

     

    The
      Facility Agent must notify the Borrower and the Lenders of the duration of
      each
      Term promptly after ascertaining its duration.

     

    
      	
              12.

            	
              MARKET
                DISRUPTION

            


    

     

    
      	
              12.1

            	
              Failure
                of a Reference Bank to supply a
                rate

            


    

     

    If
      LIBOR
      is to be calculated by reference to the Reference Banks but a Reference Bank
      does not supply a rate by 12.00 noon on a Rate Fixing Day, the applicable LIBOR
      will, subject as provided below, be calculated on the basis of the rates of
      the
      remaining Reference Banks.

     

    
      	
              12.2

            	
              Market
                disruption

            


    

     

    
      	
              (a)

            	
              In
                this Clause, each of the following events is a market
                disruption event:

            


    

     

    
      	 	
              (i)

            	
              LIBOR
                is to be calculated by reference to the Reference Banks but no, or
                only
                one, Reference Bank supplies a rate by 12.00 noon on the Rate Fixing
                Day;
                or

            


    

     

    
      	 	
              (ii)

            	
              the
                Facility Agent receives by close of business on the Rate Fixing Day
                notification from Lenders whose shares in the relevant Loan exceed
                50% of
                that Loan that such Lenders are unable to obtain matching deposits
                in the
                relevant interbank market or the rate at which they can do so is
                in excess
                of LIBOR for the relevant Term.

            


    

     

    
      	
              (b)

            	
              The
                Facility Agent must promptly notify the Borrower and the Lenders
                of a
                market disruption event.

            


    

     

    
      	
              (c)

            	
              After
                notification under paragraph (b) above, the rate of interest on each
                Lender's share in the affected Loan for the relevant Term will be
                the
                aggregate of the applicable:

            


    

     

    
      	 	
              (i)

            	
              Margin;

            


    

     

    
      	 	
              (ii)

            	
              rate
                notified to the Facility Agent by that Lender as soon as practicable,
                and
                in any event before interest is due to be paid in respect of that
                Term, to
                be that which expresses as a percentage rate per annum the cost to
                that
                Lender of funding its share in that Loan from whatever source it
                may
                reasonably select; and

            


    

     

    
      	 	
              (iii)

            	
              Mandatory
                Cost.

            


    

     

    
      	
              12.3

            	
              Alternative
                basis of interest or
                funding

            


    

     

    
      	
              (a)

            	
              If
                a market disruption event occurs and the Facility Agent or the Borrower
                so
                requires, the Borrower and the Facility Agent must enter into negotiations
                for a period of not more than 30 days with a view to agreeing an
                alternative basis for determining the rate of interest and/or funding
                for
                the affected Loan and any future
                Loan.

            


    

     

    
      	
              (b)

            	
              Any
                alternative basis agreed will be, with the prior consent of all the
                Lenders, binding on all the
                Parties.

            


    

     

    
      	
              13.

            	
              TAXES

            


    

     

    
      	
              13.1

            	
              General

            


    

     

    In
      this
      Clause:

     

    Tax
      Credit
      means a
      credit against any Tax or any relief or remission for Tax (or its
      repayment).

     

    U.K.
      Lender
      means a
      Lender which is within the charge to U.K. corporation tax in respect of, and
      beneficially entitled to, a payment of interest on a Loan made by a person
      that
      was a bank for the purposes of section 349 of the Income and Corporation Taxes
      Act 1988 (as currently defined in section 840A of the Income and Corporation
      Taxes Act 1988) at the time the Loan was made;

     

    
      	
              13.2

            	
              Tax
                gross-up

            


    

     

    
      	
              (a)

            	
              The
                Borrower must make all payments to be made by it under the Finance
                Documents without any Tax Deduction, unless a Tax Deduction is required
                by
                law.

            


    

     

    
      	
              (b)

            	
              If:

            


    

     

    
      	 	
              (i)

            	
              a
                Lender is not, or ceases to be, a U.K. Lender;
                or

            


    

     

    
      	 	
              (ii)

            	
              the
                Borrower or a Lender is aware that the Borrower must make a Tax Deduction
                (or that there is a change in the rate or the basis of a Tax
                Deduction),

            


    

     

    it
      must
      promptly notify the Facility Agent. The Facility Agent must then promptly notify
      the affected Parties.

     

    
      	
              (c)

            	
              Except
                as provided below, if a Tax Deduction is required by law to be made
                by the
                Borrower or the Facility Agent, the amount of the payment due from
                the
                Borrower will be increased to an amount which (after making the Tax
                Deduction) leaves an amount equal to the payment which would have
                been due
                if no Tax Deduction had been
                required.

            


    

     

    
      	
              (d)

            	
              Except
                as provided below, the Borrower is not required to make an increased
                payment under paragraph (c) above to a Lender that is not, or has
                ceased to be, a U.K. Lender in excess of the amount that the Borrower
                would have had to pay had the Lender been, or not ceased to be, a
                U.K.
                Lender.

            


    

     

    
      	
              (e)

            	
              Paragraph
                (d) above will not apply if the Lender has ceased to be a U.K. Lender
                by
                reason of any change after the date it became a Lender under this
                Agreement in (or in the interpretation, administration, or application
                of)
                any law or double taxation agreement or any published practice or
                concession of any relevant taxing
                authority.

            


    

     

    
      	
              (f)

            	
              Where
                a Lender fails to give notice under paragraph (b) above within 60
                days
                after it obtains knowledge (or, after reasonable due enquiry, ought
                to
                have obtained knowledge) of such event, then such Lender shall, with
                respect to any claim made by it under this Clause 13.2 (Tax gross-up),
                only be entitled to claim an increased payment for the period from
                and
                after the date that is 60 days prior to the date on which the Lender
                does
                give notice.

            


    

     

    
      	
              (g)

            	
              If
                the Borrower is required to make a Tax Deduction, it must make the
                minimum
                Tax Deduction and must make any payment required in connection with
                that
                Tax Deduction within the time allowed by
                law.

            


    

     

    
      	
              (h)

            	
              Within
                30 days of making either a Tax Deduction or a payment required in
                connection with a Tax Deduction, the Borrower must deliver to the
                Facility
                Agent for the relevant Finance Party evidence satisfactory to that
                Finance
                Party (acting reasonably) that the Tax Deduction has been made or
                (as
                applicable) the appropriate payment has been paid to the relevant
                taxing
                authority.

            


    

     

    
      	
              13.3

            	
              Tax
                indemnity

            


    

     

    
      	
              (a)

            	
              Except
                as provided below, the Borrower must indemnify a Finance Party against
                any
                loss or liability which that Finance Party (in its absolute discretion)
                determines will be or has been suffered (directly or indirectly)
                by that
                Finance Party for or on account of Tax in relation to a payment received
                or receivable (or any payment deemed to be received or receivable)
                under a
                Finance Document.

            


    

     

    
      	
              (b)

            	
              Paragraph (a)
                above does not apply to any Tax assessed on a Finance Party under
                the laws
                of the jurisdiction in which:

            


    

     

    
      	 	
              (i)

            	
              that
                Finance Party is incorporated or, if different, the jurisdiction
                (or
                jurisdictions) in which that Finance Party is treated as resident
                for tax
                purposes; or

            


    

     

    
      	 	
              (ii)

            	
              that
                Finance Party's Facility Office is located in respect of amounts
                received
                or receivable in that jurisdiction,

            


    

     

    if
      that
      Tax is imposed on or calculated by reference to the net income received or
      receivable by that Finance Party. However, any payment deemed to be received
      or
      receivable, including any amount treated as income but not actually received
      by
      the Finance Party, such as a Tax Deduction, will not be treated as net income
      received or receivable for this purpose.

     

    
      	
              (c)

            	
              A
                Finance Party making, or intending to make, a claim under
                paragraph (a) above must promptly notify the Borrower of the event
                which will give, or has given, rise to the
                claim.

            


    

     

    
      	
              13.4

            	
              Tax
                Credit

            


    

     

    If
      the
      Borrower makes a Tax Payment and the relevant Finance Party has obtained and
      used any Tax Credit that is attributable to that Tax Payment, then, if in its
      discretion (acting reasonably) it can do so without any further adverse
      consequences for it, that Finance Party must pay an amount to the Borrower
      which
      that Finance Party determines (in its discretion, acting reasonably) will leave
      it (after that payment) in the same after-tax position as it would have been
      in
      if the Tax Payment had not been required to be made by the Borrower. The
      relevant Finance Party shall take those steps it considers reasonable to seek
      and claim any tax credit.

     

    
      	
              13.5

            	
              Tax
                Warranty of Lenders

            


    

     

    Each
      Lender severally warrants to the Borrower on the date it becomes a Lender that
      it is a U.K. Lender. A Lender must promptly notify the Borrower if it ceases
      to
      be a U.K. Lender after this Agreement is entered into.

     

    
      	
              13.6

            	
              Stamp
                taxes

            


    

     

    The
      Borrower must pay and indemnify each Finance Party against any stamp duty,
      registration or other similar Tax payable in connection with the entry into,
      performance or enforcement of any Finance Document, except for any such Tax
      payable in connection with the entry into of a Transfer
      Certificate.

     

    
      	
              13.7

            	
              Value
                added taxes

            


    

     

    
      	
              (a)

            	
              All
                costs and expenses payable under a Finance Document by the Borrower
                are
                exclusive of any value added tax or any other Tax of a similar nature
                which might be chargeable in connection with that amount. If any
                such Tax
                is chargeable, the Borrower must pay to the Finance Party (in addition
                to
                and at the same time as paying that amount) an amount equal to the
                amount
                of that Tax.

            


    

     

    
      	
              (b)

            	
              The
                obligation of the Borrower under paragraph (a) above will be reduced
                to the extent that the Finance Party determines (acting reasonably)
                that
                it is entitled to repayment or a credit in respect of the relevant
                Tax.

            


    

     

    
      	
              14.

            	
              INCREASED
                COSTS

            


    

     

    
      	
              14.1

            	
              Increased
                Costs

            


    

     

    Except
      as
      provided below in this Clause, the Borrower must pay to a Finance Party the
      amount of any Increased Cost incurred by that Finance Party or any of its
      Affiliates as a result of:

     

    
      	 	
              (a)

            	
              the
                introduction of, or any change in, or any change in the interpretation
                or
                application of, any law or regulation;
                or

            


    

     

    
      	 	
              (b)

            	
              compliance
                with any law or regulation,

            


    

     

    made
      after the date of this Agreement.

     

    
      	
              14.2

            	
              Exceptions

            


    

     

    The
      Borrower need not make any payment for an Increased Cost to the extent that
      the
      Increased Cost is:

     

    
      	 	
              (a)

            	
              compensated
                for under another Clause or would have been but for an exception
                to that
                Clause;

            


    

     

    
      	 	
              (b)

            	
              a
                Tax on the overall net income of a Finance Party or any of its
                Affiliates;

            


    

     

    
      	 	
              (c)

            	
              attributable
                to a Finance Party or its Affiliate wilfully failing to comply with
                any
                law or regulation;

            


    

     

    
      	 	
              (d)

            	
              attributable
                to the implementation or application of or compliance with the
                "International Convergence of Capital Measurement and Capital Standards,
                a
                Revised Framework" published by Basel Committee on Banking and Supervision
                in June 2004 in the form existing on the date of this Agreement
                (Basel
                II)
                or any other law or regulation which implements Basel II (whether
                such
                implementation, application or compliance is by a government, regulator,
                Finance Party or any of its Affiliates);
                or

            


    

     

    
      	 	
              (e)

            	
              incurred
                in any period or periods ending prior to the date falling 60 days
                before
                the date any demand in relation to that Increased Cost is made (save
                where
                the relevant Finance Party (after due enquiry) was unaware of the
                existence of such Increased Cost or where such Increased Cost is
                caused by
                reason of a change in (or in the interpretation, administration or
                application of) law with retrospective
                effect).

            


    

     

    
      	
              14.3

            	
              Claims

            


    

     

    A
      Finance
      Party intending to make a claim for an Increased Cost must notify the Borrower
      promptly of the circumstances giving rise to, and the amount of, the
      claim.

     

    
      	
              15.

            	
              MITIGATION

            


    

     

    
      	
              15.1

            	
              Mitigation

            


    

     

    
      	
              (a)

            	
              Each
                Finance Party must, in consultation with the Borrower, take all reasonable
                steps to mitigate any circumstances which arise and which result
                or would
                result in:

            


    

     

    
      	 	
              (i)

            	
              any
                Tax Payment or Increased Cost being payable to that Finance
                Party;

            


    

     

    
      	 	
              (ii)

            	
              that
                Finance Party being able to exercise any right of prepayment and/or
                cancellation under this Agreement by reason of any
                illegality;

            


    

     

    
      	 	
              (iii)

            	
              that
                Finance Party incurring any cost of complying with the minimum reserve
                requirements of the European Central Bank;
                or

            


    

     

    
      	 	
              (iv)

            	
              the
                occurrence of any market disruption
                event,

            


    

     

    including
      transferring its rights and obligations under the Finance Documents to an
      Affiliate or changing its Facility Office.

     

    
      	
              (b)

            	
              A
                Finance Party is not obliged to take any step under this Subclause
                if, in
                the opinion of that Finance Party (acting reasonably), to do so might
                be
                prejudicial to it.

            


    

     

    
      	
              (c)

            	
              Each
                Finance Party must promptly notify the Borrower of any circumstances
                as
                described in 15.1(a)(i) to (iv).

            


    

     

    
      	
              (d)

            	
              The
                Borrower must indemnify each Finance Party for all costs and expenses
                reasonably incurred by it as a result of any step taken under this
                Clause
                15.1 (Mitigation).

            


    

     

    
      	
              15.2

            	
              Substitution

            


    

     

    Notwithstanding
      Clause 15.1 (Mitigation), if any circumstances arise which result
      in:

     

    
      	 	
              (a)

            	
              any
                Tax Payment or Increased Cost being payable to that Finance
                Party;

            


    

     

    
      	 	
              (b)

            	
              that
                Finance Party being able to exercise any right of prepayment and/or
                cancellation under this Agreement by reason of any
                illegality;

            


    

     

    
      	 	
              (c)

            	
              that
                Finance Party incurring any cost of complying with the minimum reserve
                requirements of the European Central Bank;
                or

            


    

     

    
      	 	
              (d)

            	
              the
                occurrence of any market disruption
                event,

            


    

     

    then
      the
      Borrower, at its expense, at any time within 180 days after the occurrence
      of
      the relevant event or circumstance, so long as no Default is outstanding, may
      by
      notice to such Finance Party require it (and, if applicable, its Affiliate)
      to
      novate its rights and obligations hereunder (including its Commitment and its
      share of any Loans) in accordance with Clause 28 to a bank or financial
      institution specified by the Borrower and acceptable to the Facility Agent
      which
      is willing to take such a novation as aforesaid provided that:

     

    
      	 	
              (i)

            	
              such
                novation shall not conflict with or violate any law applicable to
                or
                binding on such Finance Party (or, if applicable, its Affiliate);
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                Borrower shall have paid to the Finance Party (or, if applicable,
                its
                Affiliate) all amounts accrued and owing
                hereunder.

            


    

     

    Notwithstanding
      the above, the Borrower shall not be entitled to require a novation under this
      Clause 15.2 with respect to any Finance Party if:

     

    
      	 	
              (A)

            	
              the
                relevant Finance Party shall have mitigated the effect of the relevant
                event or circumstance as provided in Clause 15.1(a), and the novation
                would have no greater or further mitigating effect;
                or

            


    

     

    
      	 	
              (B)

            	
              the
                relevant event or circumstances are applicable to all Finance
                Parties.

            


    

     

    
      	
              15.3

            	
              Conduct
                of business by a Finance
                Party

            


    

     

    No
      term
      of this Agreement will:

     

    
      	 	
              (a)

            	
              interfere
                with the right of any Finance Party to arrange its affairs (Tax or
                otherwise) in whatever manner it thinks fit or oblige any Finance
                Party to
                investigate or claim any Tax Credit;
                or

            


    

     

    
      	 	
              (b)

            	
              oblige
                any Finance Party to disclose any information relating to its affairs
                (Tax
                or otherwise) or any computation in respect of
                Tax.

            


    

     

    
      	
              16.

            	
              PAYMENTS

            


    

     

    
      	
              16.1

            	
              Place

            


    

     

    Unless
      a
      Finance Document specifies that payments under it are to be made in another
      manner, all payments by a Party (other than the Facility Agent) under the
      Finance Documents must be made to the Facility Agent to its account at such
      office or bank:

     

    
      	 	
              (a)

            	
              in
                the principal financial centre of the country of the relevant currency;
                or

            


    

     

    
      	 	
              (b)

            	
              in
                the case of euro, in the principal financial centre of a Participating
                Member State or London,

            


    

     

    as
      it may
      notify to that Party for this purpose by not less than five Business Days'
      prior
      notice.

     

    
      	
              16.2

            	
              Funds

            


    

     

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

     

    
      	
              16.3

            	
              Distribution

            


    

     

    
      	
              (a)

            	
              Each
                payment received by the Facility Agent under the Finance Documents
                for
                another Party must, except as provided below, be made available by
                the
                Facility Agent to that Party by payment (as soon as practicable after
                receipt) to its account with such office or
                bank:

            


    

     

    
      	 	
              (i)

            	
              in
                the principal financial centre of the country of the relevant currency;
                or

            


    

     

    
      	 	
              (ii)

            	
              in
                the case of euro, in the principal financial centre of a Participating
                Member State or London,

            


    

     

    as
      it may
      notify to the Facility Agent for this purpose by not less than five Business
      Days' prior notice.

     

    
      	
              (b)

            	
              The
                Facility Agent may apply any amount received by it for the Borrower
                in or
                towards payment (as soon as practicable after receipt) of any amount
                due
                from the Borrower under the Finance Documents or in or towards the
                purchase of any amount of any currency to be so
                applied.

            


    

     

    
      	
              (c)

            	
              Where
                a sum is paid to the Facility Agent under this Agreement for another
                Party, the Facility Agent is not obliged to pay that sum to that
                Party
                until it has established that it has actually received it. However,
                the
                Facility Agent may assume that the sum has been paid to it, and,
                in
                reliance on that assumption, make available to that Party a corresponding
                amount. If it transpires that the sum has not been received by the
                Facility Agent, that Party must immediately on demand by the Facility
                Agent refund any corresponding amount made available to it together
                with
                interest on that amount from the date of payment to the date of receipt
                by
                the Facility Agent at a rate calculated by the Facility Agent to
                reflect
                its cost of funds.

            


    

     

    
      	
              16.4

            	
              Currency

            


    

     

    
      	
              (a)

            	
              Unless
                a Finance Document specifies that payments under it are to be made
                in a
                different manner, the currency of each amount payable under the Finance
                Documents is determined under this
                Clause.

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

            	
              A
                repayment or prepayment of any principal amount is payable in the
                currency
                in which that principal amount is denominated on its due
                date.

            


    

     

    
      	
              (d)

            	
              Amounts
                payable in respect of costs and expenses are payable in the currency
                in
                which they are incurred.

            


    

     

    
      	
              (e)

            	
              Each
                other amount payable under the Finance Documents is payable in
                Sterling.

            


    

     

    
      	
              16.5

            	
              No
                set-off or counterclaim

            


    

     

    All
      payments made by the Borrower under the Finance Documents must be made without
      set-off or counterclaim.

     

    
      	
              16.6

            	
              Business
                Days

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              16.7

            	
              Partial
                payments

            


    

     

    
      	
              (a)

            	
              If
                any Administrative Party receives a payment insufficient to discharge
                all
                the amounts then due and payable by the Borrower under the Finance
                Documents, the Administrative Party must apply that payment towards
                the
                obligations of the Borrower under the Finance Documents in the following
                order:

            


    

     

    
      	 	
              (i)

            	
              first,
                in or towards payment pro
                rata of
                any unpaid fees, costs and expenses of the Administrative Parties
                under
                the Finance Documents;

            


    

     

    
      	 	
              (ii)

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

            


    

     

    
      	 	
              (iii)

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

            


    

     

    
      	 	
              (iv)

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

            


    

     

    
      	
              (b)

            	
              The
                Facility Agent must, if so directed by all the Lenders, vary the
                order set
                out in subparagraphs (a)(ii) to (iv)
                above.

            


    

     

    
      	
              (c)

            	
              This
                Subclause will override any appropriation made by the
                Borrower.

            


    

     

    
      	
              16.8

            	
              Timing
                of payments

            


    

     

    If
      a
      Finance Document does not provide for when a particular payment is due, that
      payment will be due within three Business Days of demand by the relevant Finance
      Party.

     

    
      	
              17.

            	
              REPRESENTATIONS

            


    

     

    
      	
              17.1

            	
              Representations

            


    

     

    The
      representations set out in this Clause are made by the Borrower to each
      Finance Party.

     

    
      	
              17.2

            	
              Status

            


    

     

    It
      is a
      limited liability company, duly incorporated under the Companies Act 1985 and
      validly existing under the laws of England.

     

    
      	
              17.3

            	
              Powers
                and authority

            


    

     

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

     

    
      	
              17.4

            	
              Legal
                validity

            


    

     

    Subject
      to any general principles of law limiting its obligations and referred to in
      any
      legal opinion required under this Agreement, each Finance Document to which
      it
      is a party is its legally binding, valid and enforceable
      obligation.

     

    
      	
              17.5

            	
              Non-conflict

            


    

     

    The
      entry
      into and performance by it of, and the transactions contemplated by, the Finance
      Documents do not conflict with any borrowing or other power or restriction
      granted or imposed by:

     

    
      	 	
              (a)

            	
              any
                law or regulation applicable to it and violation of which has or
                is likely
                to have a Material Adverse Effect;
                or

            


    

     

    
      	 	
              (b)

            	
              its
                constitutional documents.

            


    

     

    
      	
              17.6

            	
              No
                Event of Default

            


    

     

    No
      Event
      of Default is outstanding or will result from the execution of, or the
      performance of any transaction contemplated by, any Finance
      Document.

     

    
      	
              17.7

            	
              Authorisations

            


    

     

    All
      authorisations required by it in connection with the entry into, performance,
      validity and enforceability of, and the transactions contemplated by, the
      Finance Documents have been obtained or effected (as appropriate) and are in
      full force and effect.

     

    
      	
              17.8

            	
              Financial
                statements

            


    

     

    Its
      audited consolidated financial statements most recently delivered to the
      Facility Agent (which, at the date of this Agreement, are the Original Financial
      Statements):

     

    
      	 	
              (a)

            	
              have
                been prepared in accordance with accounting principles and practices
                generally accepted in its jurisdiction of incorporation, consistently
                applied; and

            


    

     

    
      	 	
              (b)

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

            


    

     

    except,
      in each case, as disclosed to the contrary in those financial
      statements.

     

    
      	
              17.9

            	
              No
                material adverse change

            


    

     

    Other
      than as disclosed in writing to the Mandated Lead Arrangers prior to the date
      of
      this Agreement there has been no material adverse change in its consolidated
      financial condition since the date to which the Original Financial Statements
      were drawn up.

     

    
      	
              17.10

            	
              Litigation

            


    

     

    No
      litigation, arbitration or administrative proceedings are current or, to its
      knowledge, pending or threatened, which, if adversely determined, are reasonably
      likely to have a Material Adverse Effect.

     

    
      	
              17.11

            	
              Winding
                Up

            


    

     

    No
      meeting has been convened for its Winding-up and, so far as it is aware, no
      petition, application or the like is outstanding for its
      Winding-up.

     

    
      	
              17.12

            	
              Non-Violation
                of other Agreements

            


    

     

    Its
      entry
      into, exercise of its rights and/or performance of or compliance with its
      obligations under this Agreement do not and will not violate, to an extent
      or in
      a manner which has or is likely to have a Material Adverse Effect on it, any
      agreement to which it is a party or which is binding on it.

     

    
      	
              17.13

            	
              Times
                for making representations

            


    

     

    
      	
              (a)

            	
              The
                representations set out in this Clause are made by the Borrower on
                the
                date of this Agreement.

            


    

     

    
      	
              (b)

            	
              The
                representations in Clauses 17.2 to 17.7 (inclusive) are deemed to
                be
                repeated by the Borrower on the date of each Request and the first
                day of
                each Term.

            


    

     

    
      	
              (c)

            	
              When
                a representation is repeated, it is applied to the circumstances
                existing
                at the time of repetition.

            


    

     

    
      	
              18.

            	
              INFORMATION
                COVENANTS

            


    

     

    
      	
              18.1

            	
              Financial
                statements 

            


    

     

    
      	
              (a)

            	
              The
                Borrower must supply to the Facility Agent in sufficient copies for
                all
                the Lenders:

            


    

     

    
      	 	
              (i)

            	
              its
                audited consolidated financial statements for each of its financial
                years;
                

            


    

     

    
      	 	
              (ii)

            	
              the
                audited financial statements for each Distribution Company for each
                of
                their respective financial years;
                and

            


    

     

    
      	 	
              (iii)

            	
              its
                interim financial statements for the first half-year of each of its
                financial years.

            


    

     

    
      	
              (b)

            	
              All
                financial statements must be supplied as soon as they are available
                and:

            


    

     

    
      	 	
              (i)

            	
              in
                the case of the Borrower's audited consolidated financial statements
                within 180 days;
                

            


    

     

    
      	 	
              (ii)

            	
              in
                the case of each Distribution Company's audited financial statements
                within 180 days; and

            


    

     

    
      	 	
              (iii)

            	
              in
                the case of the Borrower's interim financial statements within
                90 days,

            


    

     

    of
      the
      end of the relevant financial period.

     

    
      	
              18.2

            	
              Form
                of Financial Statement

            


    

     

    If
      any
      financial statement delivered or to be delivered to the Facility Agent under
      Clause 18.1 is not to be or, as the case may be, has not been prepared in
      accordance with Applicable Accounting Principles:

     

    
      	 	
              (a)

            	
              The
                Borrower and the Facility Agent (on behalf of and after consultation
                with
                all the Lenders) shall, on the request of the Facility Agent or the
                Borrower, negotiate in good faith with a view to agreeing such amendments
                to the above financial ratio and/or the definitions of the terms
                used in
                it as are necessary to give the Lenders comparable protection to
                that
                contemplated at the date of this
                Agreement;

            


    

     

    
      	 	
              (b)

            	
              If
                amendments are agreed by the Borrower and the Majority Lenders within
                25
                days, those amendments shall take effect in accordance with the terms
                of
                that agreement;

            


    

     

    
      	 	
              (c)

            	
              If
                such amendments are not so agreed within 25 days, the Borrower
                shall:

            


    

     

    
      	 	
              (i)

            	
              within
                30 days after the end of that 25 day period;
                and

            


    

     

    
      	 	
              (ii)

            	
              with
                all subsequent financial statements to be delivered to the Facility
                Agent
                under Clause 18.1,

            


    

     

    deliver
      to the Facility Agent details of all such adjustments as need to be made to the
      relevant financial statements to bring them into line with the Companies Act
      1985 (as in effect on the date of this Agreement) and Applicable Accounting
      Principles.

     

    
      	
              18.3

            	
              Compliance
                Certificate

            


    

     

    
      	
              (a)

            	
              The
                Borrower must supply to the Facility Agent a Compliance Certificate
                with
                each set of its financial statements, sent to the Facility Agent
                under
                this Agreement.

            


    

     

    
      	
              (b)

            	
              A
                Compliance Certificate must be signed by two directors of the
                Borrower.

            


    

     

    
      	
              18.4

            	
              Information
                - miscellaneous

            


    

     

    The
      Borrower must supply to the Facility Agent, in sufficient copies for all the
      Lenders if the Facility Agent so requests:

     

    
      	 	
              (a)

            	
              copies
                of all documents despatched by the Borrower to its creditors generally
                or
                any class of them at the same time as they are
                despatched;

            


    

     

    
      	 	
              (b)

            	
              promptly
                upon becoming aware of them, details of any litigation, arbitration
                or
                administrative proceedings which are current, threatened or pending
                and
                which might, if adversely determined, have a Material Adverse
                Effect;

            


    

     

    
      	 	
              (c)

            	
              promptly
                on request, a list of the then current Material Subsidiaries;
                and

            


    

     

    
      	 	
              (d)

            	
              promptly
                on request, such further information regarding the financial condition
                and
                operations of the Group as any Finance Party through the Facility
                Agent
                may reasonably request.

            


    

     

    
      	
              18.5

            	
              Notification
                of Default

            


    

     

    
      	
              (a)

            	
              The
                Borrower must notify the Facility Agent of any Default (and the steps,
                if
                any, being taken to remedy it) promptly upon becoming aware of its
                occurrence.

            


    

     

    
      	
              (b)

            	
              Promptly
                on request by the Facility Agent, the Borrower must supply to the
                Facility
                Agent a certificate signed by two of its directors on its behalf,
                certifying that no Default is outstanding or, if a Default is outstanding,
                specifying the Default and the steps, if any, being taken to remedy
                it.

            


    

     

    
      	
              18.6

            	
              Use
                of websites

            


    

     

    
      	
              (a)

            	
              Except
                as provided below, the Borrower may deliver any information under
                this
                Agreement to a Lender by posting it on to an electronic website
                if:

            


    

     

    
      	 	
              (i)

            	
              the
                Facility Agent and the Lender
                agree;

            


    

     

    
      	 	
              (ii)

            	
              the
                Borrower and the Facility Agent designate an electronic website for
                this
                purpose;

            


    

     

    
      	 	
              (iii)

            	
              the
                Borrower notifies the Facility Agent of the address of and password
                for
                the website; and

            


    

     

    
      	 	
              (iv)

            	
              the
                information posted is in a format agreed between the Borrower and
                the
                Facility Agent.

            


    

     

    The
      Facility Agent must supply each relevant Lender with the address of and password
      for the website.

     

    
      	
              (b)

            	
              Notwithstanding
                the above, the Borrower must supply to the Facility Agent in paper
                form a
                copy of any information posted on the website together with sufficient
                copies for:

            


    

     

    
      	 	
              (i)

            	
              any
                Lender not agreeing to receive information via the website;
                and

            


    

     

    
      	 	
              (ii)

            	
              within
                10 Business Days of request any other Lender, if that Lender so
                requests.

            


    

     

    
      	
              (c)

            	
              The
                Borrower must promptly upon becoming aware of its occurrence, notify
                the
                Facility Agent if:

            


    

     

    
      	 	
              (i)

            	
              the
                website cannot be accessed;

            


    

     

    
      	 	
              (ii)

            	
              the
                website or any information on the website is infected by any electronic
                virus or similar software;

            


    

     

    
      	 	
              (iii)

            	
              the
                password for the website is changed;
                or

            


    

     

    
      	 	
              (iv)

            	
              any
                information to be supplied under this Agreement is posted on the
                website
                or amended after being posted.

            


    

     

    If
      the
      circumstances in subparagraphs (i) or (ii) above occur, the Borrower must supply
      any information required under this Agreement in paper form.

     

    
      	
              18.7

            	
              Know
                your customer requirements

            


    

     

    
      	
              (a)

            	
              The
                Borrower must promptly on the request of any Finance Party supply
                to that
                Finance Party any documentation or other evidence which is reasonably
                requested by that Finance Party (whether for itself, on behalf of
                any
                Finance Party or any prospective new Lender) to enable a Finance
                Party or
                prospective new Lender to carry out and be satisfied with the results
                of
                all applicable know your customer
                requirements.

            


    

     

    
      	
              (b)

            	
              Each
                Lender must promptly on the request of the Facility Agent supply
                to the
                Facility Agent any documentation or other evidence which is reasonably
                required by the Facility Agent to carry out and be satisfied with
                the
                results of all know your customer
                requirements.

            


    

     

    
      	
              19.

            	
              FINANCIAL
                COVENANTS

            


    

     

    
      	
              19.1

            	
              Definitions
                

            


    

     

    In
      this
      Clause:

     

    Consolidated
      EBITDA
      means
      the consolidated net pre-taxation profits of the Group for a Measurement Period
      as adjusted by:

     

    
      	 	
              (a)

            	
              adding
                back Interest Payable;

            


    

     

    
      	 	
              (b)

            	
              taking
                no account of any exceptional or extraordinary
                item;

            


    

     

    
      	 	
              (c)

            	
              excluding
                any amount attributable to minority
                interests;

            


    

     

    
      	 	
              (d)

            	
              adding
                back depreciation and amortisation;


            


    

     

    
      	 	
              (e)

            	
              taking
                no account of any revaluation of an asset or any loss or gain over
                book
                value arising on the disposal of an asset (otherwise than in the
                ordinary
                course of trading) by a member of the Group during that Measurement
                Period; and

            


    

     

    
      	 	
              (f)

            	
              taking
                no account of any return on pension scheme assets or any interest
                on
                pension scheme liabilities.

            


    

     

    Interest
      Payable
      means,
      in relation to any Measurement Period, the aggregate of all interest payable
      and
      similar charges of each member of the Group expressed in Sterling in accordance
      with Applicable Accounting Principles.

     

    Measurement
      Period
      means a
      half-year of the Borrower.

     

    Regulatory
      Asset Base
      means
      the aggregate regulatory asset base of the Distribution Companies most recently
      published by OFGEM.

     

    Total
      Net Debt
      means,
      in respect of the Group, at any time the aggregate Financial Indebtedness of
      the
      Group which is required to be accounted for as debt in the consolidated annual
      financial statements of the Group but excluding any pension scheme liabilities
      of the Group and less any cash and cash equivalents (as indicated in the annual
      financial statements of the Group) held by any member of the Group.

     

    
      	
              19.2

            	
              Interpretation

            


    

     

    
      	
              (a)

            	
              Except
                as provided to the contrary in this Agreement, an accounting term
                used in
                this Clause is to be construed in accordance with the principles
                applied
                in connection with the Original Financial
                Statements.

            


    

     

    
      	
              (b)

            	
              Any
                amount in a currency other than Sterling
                is
                to be taken into account at its Sterling
                equivalent calculated on the basis
                of:

            


    

     

    
      	 	
              (i)

            	
              the
                Facility Agent's spot rate of exchange for the purchase of the relevant
                currency in the London foreign exchange market with Sterling
                at
                or about 11.00 a.m. on the day the relevant amount falls to be
                calculated; or

            


    

     

    
      	 	
              (ii)

            	
              if
                the amount is to be calculated on the last day of a financial period
                of
                the Borrower, the relevant rates of exchange used by the Borrower
                in, or
                in connection with, its financial statements for that
                period.

            


    

     

    
      	
              (c)

            	
              No
                item must be credited or deducted more than once in any calculation
                under
                this Clause.

            


    

     

    
      	
              19.3

            	
              Interest
                cover

            


    

     

    The
      Borrower must ensure that the ratio of Consolidated EBITDA to Interest Payable
      is not, at the end of each Measurement Period, less than 3 to 1.

     

    
      	
              19.4

            	
              Asset
                Cover

            


    

     

    The
      Borrower must ensure that at all times the Regulatory Asset Base will exceed
      Total Net Debt by at least the higher of (a) an amount equivalent to 15 per
      cent
      of Total Net Debt or (b) £150,000,000.

     

    
      	
              20.

            	
              GENERAL
                COVENANTS

            


    

     

    
      	
              20.1

            	
              General

            


    

     

    The
      Borrower agrees to be bound by the covenants set out in this Clause relating
      to
      it and, where the covenant is expressed to apply to each member of the Group,
      the Borrower must ensure that each of its Subsidiaries performs that
      covenant.

     

    
      	
              20.2

            	
              Authorisations

            


    

     

    The
      Borrower must promptly obtain, maintain and comply with the terms of any
      authorisation required under any law or regulation to enable it to perform
      its
      obligations under, or for the validity or enforceability of, any Finance
      Document.

     

    
      	
              20.3

            	
              Compliance
                with laws

            


    

     

    Each
      member of the Group must comply in all respects with all laws to which it is
      subject where failure to do so is reasonably likely to have a Material Adverse
      Effect.

     

    
      	
              20.4

            	
              Pari
                passu ranking

            


    

     

    The
      Borrower must ensure that its payment obligations under the Finance Documents
      rank at least pari
      passu with
      all
      its other present and future unsecured payment obligations, except for
      obligations mandatorily preferred by law applying to companies
      generally.

     

    
      	
              20.5

            	
              Negative
                pledge

            


    

     

    
      	
              (a)

            	
              Except
                as provided below, neither the Borrower nor any Distribution Company
                may
                create or allow to exist any Security Interest on any of its
                assets.

            


    

     

    
      	
              (b)

            	
              Paragraph (a)
                does not apply to:

            


    

     

    
      	 	
              (i)

            	
              any
                Security Interest created under or in connection with or arising
                out of
                the Balancing and Settlement Code or any transactions or arrangements
                entered into in connection with the management of risks relating
                thereto;

            


    

     

    
      	 	
              (ii)

            	
              in
                respect of overdue amounts which have not been overdue for more than
                30
                days and/or are being contested in good faith, liens arising solely
                by
                operation of law or by order of a court or tribunal (or by an agreement
                of
                similar effect) and/or in the ordinary course of business or
                operations;

            


    

     

    
      	 	
              (iii)

            	
              any
                Security Interest created after the date of this Agreement for the
                sole
                purpose of re-financing all or any part of the Facility (at the option
                of
                the Borrower) provided that the monies borrowed or raised on such
                Security
                Interest shall, to that extent, be applied reasonably promptly in
                accordance with this Agreement in or towards repayment of the
                Facility;

            


    

     

    
      	 	
              (iv)

            	
              any
                Security Interest arising out of title retention provisions in a
                supplier's standard conditions of supply of goods acquired in the
                ordinary
                course of business or operations;

            


    

     

    
      	 	
              (v)

            	
              any
                Security Interest created on any asset acquired after the date of
                this
                Agreement for the sole purpose of financing or re-financing that
                acquisition and securing a principal, capital or nominal amount not
                exceeding the cost of that acquisition, provided that the Security
                Interest is removed or discharged within six months of the date of
                acquisition of such asset;

            


    

     

    
      	 	
              (vi)

            	
              any
                Security Interest outstanding on or over any asset acquired after
                the date
                of this Agreement and in existence at the date of such acquisition,
                provided that the Security Interest is removed or discharged within
                six
                months of the date of acquisition of such
                asset;

            


    

     

    
      	 	
              (vii)

            	
              any
                Security Interest created on any asset to secure any Financial
                Indebtedness incurred in connection with the financing of any asset
                or
                project in respect of which the repayment of that Financial Indebtedness
                is to be made from the revenues arising out of, or other proceeds
                of
                realisation from, that asset or project, with recourse to those revenues
                and proceeds and other assets used in connection with, or forming
                the
                subject matter of, that asset or project but without recourse (or
                with
                such limited recourse as the Majority Banks may from time to time
                agree)
                to any other assets of the Group;

            


    

     

    
      	 	
              (viii)

            	
              any
                netting arrangements under any swap or other hedging transaction
                which is
                on standard market terms;

            


    

     

    
      	 	
              (ix)

            	
              any
                Security Interest created or outstanding with the prior approval
                of the
                Majority Banks; and

            


    

     

    
      	 	
              (x)

            	
              any
                Security Interest created or outstanding on or over assets of:
                

            


    

     

    
      	 	
              (A)

            	
              the
                Borrower provided that the aggregate outstanding principal or nominal
                amount secured by all Security Interests created or outstanding under
                this
                exception on or over such assets shall not at any time exceed £5,000,000
                or its equivalent; and

            


    

     

    
      	 	
              (B)

            	
              a
                Distribution Company provided that the aggregate outstanding principal
                or
                nominal amount secured by all Security Interests created or outstanding
                under this exception on or over such assets shall not at any time
                exceed
                £25,000,000 or its equivalent for each Distribution
                Company.

            


    

     

    
      	
              20.6

            	
              Disposals

            


    

     

    
      	
              (a)

            	
              Except
                as provided below, no member of the Group may, either in a single
                transaction or in a series of transactions and whether related or
                not,
                dispose of all or any part of its assets (other than cash) which
                is
                substantial in the context of the consolidated total assets of the
                Group.

            


    

     

    
      	
              (b)

            	
              Paragraph
                (a) does not apply to:

            


    

     

    
      	 	
              (i)

            	
              any
                disposal made in the ordinary course of business or operations of
                the
                disposing entity (including, without limitation, disposals of subsidiaries
                or lines of business, provided that this shall not include a disposal
                of
                the core electricity distribution
                business);

            


    

     

    
      	 	
              (ii)

            	
              disposals
                on normal commercial terms of obsolete assets or assets no longer
                required
                for the purpose of the relevant Person's business or
                operations;

            


    

     

    
      	 	
              (iii)

            	
              any
                realisation of investments acquired, purchased or made by the temporary
                application of funds not immediately required in the relevant Person's
                business or operations;

            


    

     

    
      	 	
              (iv)

            	
              the
                exchange of assets for other assets of a similar or superior nature
                and
                value, or the sale of assets on normal commercial terms for cash
                which is
                payable in full on the completion of the sale and is to be, and is,
                applied in or towards the purchase of similar assets within six
                months;

            


    

     

    
      	 	
              (v)

            	
              the
                disposal of assets by one wholly-owned Subsidiary of the Borrower
                to
                another or (if the consideration for the disposal does not exceed
                a normal
                commercial consideration) to the Borrower by one of its
                Subsidiaries;

            


    

     

    
      	 	
              (vi)

            	
              disposals
                of any National Grid shares on normal commercial
                terms;

            


    

     

    
      	 	
              (vii)

            	
              disposals
                in connection with sale-and-leaseback or sale and repurchase transactions
                or any other form of "off balance sheet" financing, provided that
                the
                aggregate book value (in the books of the disposing party) of all
                assets
                the subject of all such disposals made during the period commencing
                on the
                date of this Agreement and ending on the date when no amount remains
                to be
                lent or remains payable under this Agreement shall not exceed:
                

            


    

     

    
      	 	
              (A)

            	
              £5,000,000
                in the case of disposals made by the Borrower;
                and

            


    

     

    
      	 	
              (B)

            	
              £50,000,000
                in the case of disposals made by each Distribution Company;
                and

            


    

     

    
      	 	
              (viii)

            	
              any
                disposal which the Majority Banks shall have agreed shall not be
                taken
                into account.

            


    

     

    
      	
              20.7

            	
              Financial
                indebtedness of Western Power Distribution
                LLP

            


    

     

    The
      Borrower will procure that Western Power Distribution LLP will not incur any
      additional Financial Indebtedness (other than Financial Indebtedness owed to
      another member of the Group) in addition to any existing Financial Indebtedness
      outstanding at the date of this Agreement.

     

    
      	
              20.8

            	
              Change
                of business

            


    

     

    The
      Borrower shall procure that no substantial change is made to the general nature
      of the business of the Borrower or the Group.

     

    
      	
              20.9

            	
              Environmental
                matters

            


    

     

    The
      Borrower will and will ensure that each Distribution Company will comply with
      all applicable Environmental Law and other regulations, orders or other law
      applicable to the conduct of the business of the supply or distribution of
      electricity, in each case, where failure to do so would have a Material Adverse
      Effect.

     

    
      	
              20.10

            	
              Insurance

            


    

     

    Each
      member of the Group must insure its business and assets with insurance companies
      to such an extent and against such risks as that member of the Group reasonably
      considers to be appropriate, having regard to the insurance arrangements of
      companies engaged in similar business.

     

    
      	
              20.11

            	
              Licence

            


    

     

    The
      Borrower will procure that:

     

    
      	 	
              (a)

            	
              each
                Distribution Company complies in all respects with the terms of its
                Licence where failure to comply would have a Material Adverse Effect
                or
                would have a material adverse effect on that Distribution Company's
                ability to perform its obligations under the
                Licence;

            


    

     

    
      	 	
              (b)

            	
              it
                will promptly notify the Facility Agent upon receipt by the Distribution
                Companies of any notice from the government, any court or any regulatory
                authority or agency of a revocation, termination, material adverse
                amendment, suspension or withdrawal of a Licence unless contemporaneously
                that Licence is to be replaced, substituted or reissued on the same,
                or
                substantially the same or improved terms;
                and

            


    

     

    
      	 	
              (c)

            	
              the
                Distribution Companies will comply with the requirements of all applicable
                rules, regulations, orders and other requirements of the Secretary
                of
                State and/or OFGEM under the Act of any other law applicable to the
                conduct of the business of the distribution of electricity, where
                failure
                to comply would have a Material Adverse Effect or would have a material
                adverse effect on that Distribution Company's ability to perform
                its
                obligations under the Licence. 

            


    

     

    
      	
              20.12

            	
              Arm's
                Length Transactions

            


    

     

    The
      Borrower shall not (and the Borrower shall ensure that no member of the Group
      shall) enter into any transactions with any member of the Group, a Holding
      Company or any Affiliate of such Group or Holding Company except on arm's length
      terms and for full market value (or on terms which are more favourable to the
      Group). 

     

    
      	
              21.

            	
              DEFAULT

            


    

     

    
      	
              21.1

            	
              Events
                of Default 

            


    

     

    Each
      of
      the events set out in this Clause is an Event of Default.

     

    
      	
              21.2

            	
              Non-payment

            


    

     

    The
      Borrower fails to pay any sum payable under any Finance Document when due
      unless:

     

    
      	 	
              (a)

            	
              its
                failure to pay is caused by administrative or technical error;
                and

            


    

     

    
      	 	
              (b)

            	
              payment
                is made within three Business Days of its due
                date.

            


    

     

    
      	
              21.3

            	
              Breach
                of other obligations

            


    

     

    
      	
              (a)

            	
              The
                Borrower does not perform or comply with its obligations under
                Clause 19 (Financial Covenants), Clause 20.5 (Negative pledge) or
                Clause 20.6 (Disposals).

            


    

     

    
      	
              (b)

            	
              The
                Borrower does not perform or comply with any of its other obligations
                under any Finance Document in any material respect or any representation
                or warranty by the Borrower in this Agreement or in any document
                delivered
                under it is or proves to have been incorrect when made or deemed
                repeated,
                unless the non-compliance or circumstances giving rise to the
                misrepresentation, as the case may be, is capable of remedy and is
                not
                remedied within 30 days of the earlier of the Facility Agent giving
                notice
                requiring the same to be remedied and the Borrower becoming aware
                of such
                non-compliance or misrepresentation, as the case may
                be.

            


    

     

    
      	
              21.4

            	
              Cross-default

            


    

     

    Any
      other
      Financial Indebtedness or commitment for Financial Indebtedness of the Borrower
      is cancelled or terminated or becomes due and payable before its normal maturity
      (whether by declaration or automatically) or any creditor of the Borrower
      becomes entitled to declare any other Financial Indebtedness due and payable
      before its normal maturity date, in each case, by reason of default on the
      part
      of the Borrower or is not paid when due nor within any applicable grace period,
      other than in circumstances where such default or liability to pay is being
      contested in good faith and by appropriate proceedings. However, no Event of
      Default will occur under this Clause 21.4 unless and until the aggregate amount
      of such Financial Indebtedness in respect of which one or more of the events
      mentioned above in this Clause 21.4 has occurred exceeds £20,000,000 or its
      equivalent.

     

    
      	
              21.5

            	
              Insolvency

            


    

     

    
      	
              (a)

            	
              Any
                of the following occurs in respect of the
                Borrower:

            


    

     

    
      	 	
              (i)

            	
              it
                is unable to pay its debts generally as they fall due or it is deemed
                by a
                court of competent jurisdiction to be
                insolvent;

            


    

     

    
      	 	
              (ii)

            	
              it
                suspends making payments on all or any class of its debts or publicly
                announces an intention to do so;

            


    

     

    
      	 	
              (iii)

            	
              by
                reason of actual or anticipated financial difficulties, it begins
                negotiations with all or any class of its creditors for the general
                rescheduling of its indebtedness;
                or

            


    

     

    
      	 	
              (iv)

            	
              a
                moratorium is declared in respect of any of its
                indebtedness.

            


    

     

    
      	
              (b)

            	
              If
                a moratorium occurs in respect of the Borrower, the ending of the
                moratorium will not remedy any Event of Default caused by the
                moratorium.

            


    

     

    
      	
              21.6

            	
              Insolvency
                proceedings

            


    

     

    
      	
              (a)

            	
              Except
                as provided below, any of the following occurs in respect of the
                Borrower:

            


    

     

    
      	 	
              (i)

            	
              any
                person presents a petition for its winding-up, administration or
                dissolution;

            


    

     

    
      	 	
              (ii)

            	
              an
                order for its winding-up, administration or dissolution is
                made;

            


    

     

    
      	 	
              (iii)

            	
              any
                liquidator, trustee in bankruptcy, judicial custodian, compulsory
                manager,
                receiver, administrative receiver, administrator or similar officer
                is
                appointed in respect of it or any of its
                assets;

            


    

     

    
      	 	
              (iv)

            	
              its
                directors or other officers request the appointment of a liquidator,
                trustee in bankruptcy, judicial custodian, compulsory manager, receiver,
                administrative receiver, administrator or similar officer;
                or

            


    

     

    
      	 	
              (v)

            	
              any
                other analogous step or procedure is taken in any
                jurisdiction.

            


    

     

    
      	
              (b)

            	
              Paragraph
                (a) does not apply to (i) a petition for winding-up presented by
                a
                creditor which is being actively contested in good faith and with
                due
                diligence and with a reasonable prospect of success or (ii) a voluntary
                solvent winding-up, amalgamation, reconstruction or reorganisation
                or
                otherwise part of a solvent scheme of arrangement, in each case on
                terms
                approved by the Majority Lenders.

            


    

     

    
      	
              21.7

            	
              Creditors'
                process

            


    

     

    A
      distress, attachment, execution or other legal process material in relation
      to
      the Borrower's ability to perform its payment obligations under this Agreement
      is levied, enforced or sued out on or against the assets of the Borrower and
      is
      not discharged or stayed within 90 days.

     

    
      	
              21.8

            	
              Licence

            


    

     

    
      	
              (a)

            	
              Any
                Licence is revoked or surrendered or ceases to be held by the relevant
                Distribution Company other than in circumstances which permit the
                relevant
                Distribution Company or its Affiliates to carry on the distribution
                business of that Distribution Company either without a licence as
                a result
                of any change in the Act or regulatory regime or with a new licence,
                permitting the distribution of electricity in the authorised areas
                covered
                by the Licence, issued under the Act or pursuant to the Utilities
                Act,
                2000; or

            


    

     

    
      	
              (b)

            	
              any
                Licence is amended in a manner
                that;

            


    

     

    
      	 	
              (i)

            	
              would
                materially restrict the ability of the Distribution Companies to
                pay
                dividends to their Holding Company (excluding, for the avoidance
                of doubt,
                as a result of a price control review by OFGEM);
                and

            


    

     

    
      	 	
              (ii)

            	
              would
                have a Material Adverse Effect. 

            


    

     

    
      	
              21.9

            	
              Balancing
                and Settlement Code

            


    

     

    
      	
              (a)

            	
              A
                Distribution Company ceases to be a party to the Balancing and Settlement
                Code Framework Agreement other than in circumstances where that
                Distribution Company is able to carry on its distribution business;
                or

            


    

     

    
      	
              (b)

            	
              a
                Distribution Company breaches the Balancing and Settlement Code and
                such
                breach has or is reasonably likely to have a Material Adverse Effect
                other
                than in circumstances where that Distribution Company is able to
                carry on
                its distribution business.

            


    

     

    
      	
              21.10

            	
              Ownership
                of Distribution Companies

            


    

     

    The
      Borrower does not own (directly or indirectly) 100 per cent. of the issued
      share
      capital of each Distribution Company.

     

    
      	
              21.11

            	
              Ring
                Fence

            


    

     

    Article
      95 of the Borrower's articles of association adopted by written resolution
      passed on 14 June 2005 is removed or amended where such removal or amendment
      would have a Material Adverse Effect. 

     

    
      	
              21.12

            	
              Unlawfulness

            


    

     

    It
      is or
      becomes unlawful for the Borrower to perform any of its obligations under this
      Agreement in any material respect.

     

    
      	
              21.13

            	
              Repudiation

            


    

     

    The
      Borrower or a member of the Group repudiates a Finance Document or evidences
      an
      intention to repudiate a Finance Document.

     

    
      	
              21.14

            	
              Acceleration

            


    

     

    If
      an
      Event of Default is outstanding, the Facility Agent may, and must if so
      instructed by the Majority Lenders, by notice to the Borrower:

     

    
      	 	
              (a)

            	
              cancel
                the Total Commitments; and/or

            


    

     

    
      	 	
              (b)

            	
              declare
                that all or part of any amounts outstanding under the Finance Documents
                are:

            


    

     

    
      	 	
              (i)

            	
              immediately
                due and payable; and/or

            


    

     

    
      	 	
              (ii)

            	
              payable
                on demand by the Facility Agent acting on the instructions of the
                Majority
                Lenders.

            


    

     

    Any
      notice given under this subclause will take effect in accordance with its
      terms.

     

    
      	
              22.

            	
              THE
                ADMINISTRATIVE PARTIES

            


    

     

    
      	
              22.1

            	
              Appointment
                and duties of the Facility
                Agent

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

            	
              Each
                Finance Party irrevocably authorises the Facility Agent
                to:

            


    

     

    
      	 	
              (i)

            	
              perform
                the duties and to exercise the rights, powers and discretions that
                are
                specifically given to it under the Finance Documents, together with
                any
                other incidental rights, powers and discretions;
                and

            


    

     

    
      	 	
              (ii)

            	
              execute
                each Finance Document expressed to be executed by the Facility
                Agent.

            


    

     

    
      	
              (c)

            	
              The
                Facility Agent has only those duties which are expressly specified
                in the
                Finance Documents. Those duties are solely of a mechanical and
                administrative nature.

            


    

     

    
      	
              22.2

            	
              Role
                of the Mandated Lead
                Arranger

            


    

     

    Except
      as
      specifically provided in the Finance Documents, no
      Mandated Lead Arranger has any
      obligations of any kind to any other Party in connection with any Finance
      Document.

     

    
      	
              22.3

            	
              No
                fiduciary duties

            


    

     

    Except
      as
      specifically provided in a Finance Document, nothing in the Finance Documents
      makes an Administrative Party a trustee or fiduciary for any other Party or
      any
      other person. No Administrative Party need hold in trust any moneys paid to
      it
      for a Party or be liable to account for interest on those moneys.

     

    
      	
              22.4

            	
              Individual
                position of an Administrative
                Party

            


    

     

    
      	
              (a)

            	
              If
                it is also a Lender, each Administrative Party has the same rights
                and
                powers under the Finance Documents as any other Lender and may exercise
                those rights and powers as though it were not an Administrative
                Party.

            


    

     

    
      	
              (b)

            	
              Each
                Administrative Party may:

            


    

     

    
      	 	
              (i)

            	
              carry
                on any business with the Borrower or its related entities (including
                acting as an agent or a trustee for any other financing);
                and

            


    

     

    
      	 	
              (ii)

            	
              retain
                any profits or remuneration it receives under the Finance Documents
                or in
                relation to any other business it carries on with the Borrower or
                its
                related entities.

            


    

     

    
      	
              22.5

            	
              Reliance

            


    

     

    The
      Facility Agent may:

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

            	
              rely
                on any statement made by any person regarding any matters which may
                reasonably be assumed to be within his knowledge or within his power
                to
                verify;

            


    

     

    
      	 	
              (c)

            	
              engage,
                pay for and rely on professional advisers selected by it (including
                those
                representing a Party other than the Facility Agent);
                and

            


    

     

    
      	 	
              (d)

            	
              act
                under the Finance Documents through its personnel and
                agents.

            


    

     

    
      	
              22.6

            	
              Majority
                Lenders' instructions

            


    

     

    
      	
              (a)

            	
              The
                Facility Agent is fully protected if it acts on the instructions
                of the
                Majority Lenders in the exercise of any right, power or discretion
                or any
                matter not expressly provided for in the Finance Documents. Any such
                instructions given by the Majority Lenders will be binding on all
                the
                Lenders. In the absence of instructions, the Facility Agent may act
                as it
                considers to be in the best interests of all the
                Lenders.

            


    

     

    
      	
              (b)

            	
              The
                Facility Agent is not authorised to act on behalf of a Lender (without
                first obtaining that Lender's consent) in any legal or arbitration
                proceedings in connection with any Finance
                Document.

            


    

     

    
      	
              (c)

            	
              The
                Facility Agent may require the receipt of security satisfactory to
                it,
                whether by way of payment in advance or otherwise, against any liability
                or loss which it may incur in complying with the instructions of
                the
                Majority Lenders.

            


    

     

    
      	
              22.7

            	
              Responsibility

            


    

     

    
      	
              (a)

            	
              No
                Administrative Party is responsible to any other Finance Party for
                the
                adequacy, accuracy or completeness
                of:

            


    

     

    
      	 	
              (i)

            	
              any
                Finance Document or any other document;
                or

            


    

     

    
      	 	
              (ii)

            	
              any
                statement or information (whether written or oral) made in or supplied
                in
                connection with any Finance
                Document.

            


    

     

    
      	
              (b)

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

            


    

     

    
      	 	
              (i)

            	
              has
                made, and will continue to make, its own independent appraisal of
                all
                risks arising under or in connection with the Finance Documents (including
                the financial condition and affairs of the Borrower and its related
                entities and the nature and extent of any recourse against any Party
                or
                its assets); and

            


    

     

    
      	 	
              (ii)

            	
              has
                not relied exclusively on any information provided to it by any
                Administrative Party in connection with any Finance
                Document.

            


    

     

    
      	
              (c)

            	
              (i)

            	
              Nothing
                in this Agreement will oblige the Facility Agent to satisfy any know
                your
                customer requirement in relation to the identity of any person on
                behalf
                of any Finance Party.

            


    

     

    
      	 	
              (ii)

            	
              Each
                Finance Party confirms to the Facility Agent that it is solely responsible
                for any know your customer requirements it is required to carry out
                and
                that it may not rely on any statement in relation to those requirements
                made by any other person.

            


    

     

    
      	
              22.8

            	
              Exclusion
                of liability

            


    

     

    
      	
              (a)

            	
              The
                Facility Agent is not liable or responsible to any other Finance
                Party for
                any action taken or not taken by it in connection with any Finance
                Document, unless directly caused by its gross negligence or wilful
                misconduct.

            


    

     

    
      	
              (b)

            	
              No
                Party may take any proceedings against any officer, employee or agent
                of
                the Facility Agent in respect of any claim it might have against
                the
                Facility Agent or in respect of any act or omission of any kind by
                that
                officer, employee or agent in connection with any Finance Document.
                Any
                officer, employee or agent of the Facility Agent may rely on this
                Subclause and enforce its terms under the Contracts (Rights of Third
                Parties) Act 1999.

            


    

     

    
      	
              22.9

            	
              Default

            


    

     

    
      	
              (a)

            	
              The
                Facility Agent is not obliged to monitor or enquire whether a Default
                has
                occurred. The Facility Agent is not deemed to have knowledge of the
                occurrence of a Default.

            


    

     

    
      	
              (b)

            	
              If
                the Facility Agent:

            


    

     

    
      	 	
              (i)

            	
              receives
                notice from a Party referring to this Agreement, describing a Default
                and
                stating that the event is a Default;
                or

            


    

     

    
      	 	
              (ii)

            	
              is
                aware of the non-payment of any principal or interest or any fee
                payable
                to a Lender under this Agreement,

            


    

     

    it
      must
      promptly notify the Lenders.

     

    
      	
              22.10

            	
              Information

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

            	
              Except
                where a Finance Document specifically provides otherwise, the Facility
                Agent is not obliged to review or check the adequacy, accuracy or
                completeness of any document it forwards to another
                Party.

            


    

     

    
      	
              (c)

            	
              Except
                as provided above, the Facility Agent has no
                duty:

            


    

     

    
      	 	
              (i)

            	
              either
                initially or on a continuing basis to provide any Lender with any
                credit
                or other information concerning the risks arising under or in connection
                with the Finance Documents (including any information relating to
                the
                financial condition or affairs of the Borrower or its related entities
                or
                the nature or extent of recourse against any Party or its assets)
                whether
                coming into its possession before, on or after the date of this Agreement;
                or

            


    

     

    
      	 	
              (ii)

            	
              unless
                specifically requested to do so by a Lender in accordance with a
                Finance
                Document, to request any certificate or other document from the
                Borrower.

            


    

     

    
      	
              (d)

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

            


    

     

    
      	
              (e)

            	
              The
                Facility Agent is not obliged to disclose to any person any confidential
                information supplied to it by a member of the Group solely for the
                purpose
                of evaluating whether any waiver or amendment is required to any
                term of
                the Finance Documents.

            


    

     

    
      	
              (f)

            	
              The
                Borrower irrevocably authorises the Facility Agent to disclose to
                the
                other Finance Parties any information which, in its opinion, is received
                by it in its capacity as the Facility
                Agent.

            


    

     

    
      	
              22.11

            	
              Indemnities

            


    

     

    
      	
              (a)

            	
              Without
                limiting the liability of the Borrower under the Finance Documents,
                each
                Lender must indemnify the Facility Agent for that Lender's Pro Rata
                Share
                of any loss or liability incurred by the Facility Agent in acting
                as the
                Facility Agent, except to the extent that the loss or liability is
                caused
                by the Facility Agent's gross negligence or wilful
                misconduct.

            


    

     

    
      	
              (b)

            	
              The
                Facility Agent may deduct from any amount received by it for a Lender
                any
                amount due to the Facility Agent from that Lender under a Finance
                Document
                but unpaid.

            


    

     

    
      	
              (c)

            	
              The
                Borrower must indemnify the Facility Agent against any loss or liability
                properly incurred by the Facility Agent as a result
                of:

            


    

     

    
      	 	
              (i)

            	
              investigating
                any event which the Facility Agent reasonably believes to be a Default;
                or

            


    

     

    
      	 	
              (ii)

            	
              acting
                or relying on any notice which the Facility Agent reasonably believes
                to
                be genuine, correct and appropriately
                authorised.

            


    

     

    
      	
              22.12

            	
              Compliance

            


    

     

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

     

    
      	
              22.13

            	
              Resignation
                of the Facility Agent

            


    

     

    
      	
              (a)

            	
              The
                Facility Agent may resign and appoint any of its Affiliates as successor
                Facility Agent by giving notice to the Lenders and the
                Borrower.

            


    

     

    
      	
              (b)

            	
              Alternatively,
                the Facility Agent may resign by giving notice to the Lenders and
                the
                Borrower, in which case the Majority Lenders may appoint a successor
                Facility Agent.

            


    

     

    
      	
              (c)

            	
              If
                no successor Facility Agent has been appointed under paragraph (b)
                above
                within 30 days after notice of resignation was given, the Facility
                Agent may appoint a successor Facility
                Agent.

            


    

     

    
      	
              (d)

            	
              The
                person(s) appointing a successor Facility Agent must, if practicable,
                consult with the Borrower prior to the appointment. Any successor
                Facility
                Agent must have an office in the
                U.K.

            


    

     

    
      	
              (e)

            	
              The
                resignation of the Facility Agent and the appointment of any successor
                Facility Agent will both become effective only when the successor
                Facility
                Agent notifies all the Parties that it accepts its appointment. On
                giving
                the notification, the successor Facility Agent will succeed to the
                position of the Facility Agent and the term "Facility Agent" will
                mean the
                successor Facility Agent.

            


    

     

    
      	
              (f)

            	
              The
                retiring Facility Agent must, at its own cost, make available to
                the
                successor Facility Agent such documents and records and provide such
                assistance as the successor Facility Agent may reasonably request
                for the
                purposes of performing its functions as the Facility Agent under
                the
                Finance Documents.

            


    

     

    
      	
              (g)

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

            


    

     

    
      	
              (h)

            	
              The
                Majority Lenders may, by notice to the Facility Agent, require it
                to
                resign under paragraph (b)
                above.

            


    

     

    
      	
              22.14

            	
              Relationship
                with Lenders

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

            	
              The
                Facility Agent may at any time, and must if requested to do so by
                the
                Majority Lenders, convene a meeting of the
                Lenders.

            


    

     

    
      	
              (c)

            	
              The
                Facility Agent must keep a register of all the Parties and supply
                any
                other Party with a copy of the register on request. The register
                will
                include each Lender's Facility Office(s) and contact details for
                the
                purposes of this Agreement.

            


    

     

    
      	
              22.15

            	
              Facility
                Agent's management time

            


    

     

    If
      the
      Facility Agent requires, any amount payable to the Facility Agent by any Party
      under any indemnity or in respect of any costs or expenses incurred by the
      Facility Agent under the Finance Documents after the date of this Agreement
      may
      include the cost of using its management time or other resources and will be
      calculated on the basis of such reasonable daily or hourly rates as the Facility
      Agent may notify to the relevant Party. This is in addition to any amount in
      respect of fees or expenses paid or payable to the Facility Agent under any
      other term of the Finance Documents.

     

    
      	
              22.16

            	
              Notice
                period

            


    

     

    Where
      this Agreement specifies a minimum period of notice to be given to the Facility
      Agent, the Facility Agent may, at its discretion, accept a shorter notice
      period.

     

    
      	
              23.

            	
              EVIDENCE
                AND CALCULATIONS

            


    

     

    
      	
              23.1

            	
              Accounts

            


    

     

    Accounts
      maintained by a Finance Party in connection with this Agreement are prima
      facie evidence
      of the matters to which they relate for the purpose of any litigation or
      arbitration proceedings.

     

    
      	
              23.2

            	
              Certificates
                and determinations

            


    

     

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

     

    
      	
              23.3

            	
              Calculations

            


    

     

    Any
      interest or fee accruing under this Agreement accrues from day to day and is
      calculated on the basis of the actual number of days elapsed and a year of
      360
      or 365 days or otherwise, depending on what the Facility Agent determines is
      market practice.

     

    
      	
              24.

            	
              FEES

            


    

     

    
      	
              24.1

            	
              Facility
                Agent's fee

            


    

     

    The
      Borrower must pay to the Facility Agent for its own account an agency fee in
      the
      manner agreed between the Facility Agent and the Borrower.

     

    
      	
              24.2

            	
              Arrangement
                fee

            


    

     

    The
      Borrower must pay an arrangement and participation fee in the manner agreed
      between the Mandated Lead Arrangers and the Borrower.

     

    
      	
              24.3

            	
              Commitment
                fee

            


    

     

    
      	
              (a)

            	
              The
                Borrower must pay a commitment fee computed at the rate of 40% of
                the
                Margin from time to time on the undrawn, uncancelled amount of each
                Lender's Commitment calculated from the later
                of:

            


    

     

    
      	 	
              (i)

            	
              the
                date of this Agreement; and

            


    

     

    
      	 	
              (ii)

            	
              the
                earlier of either 

            


    

     

    
      	 	
              (A)

            	
              the
                date on which the Existing Tranche C Facility is irrevocably cancelled
                in
                full; and

            


    

     

    
      	 	
              (B)

            	
              the
                date falling 10 Business Days after the date of this Agreement.
                

            


    

     

    
      	
              (b)

            	
              Accrued
                commitment fee is payable quarterly in arrear. Accrued commitment
                fee is
                also payable to the Facility Agent for a Lender on the date its Commitment
                is cancelled in full.

            


    

     

    
      	
              24.4

            	
              Utilisation
                fee

            


    

     

    
      	
              (a)

            	
              The
                Borrower must pay to the Facility Agent for each Lender a utilisation
                fee
                computed at the rate of 0.05% per annum of the aggregate amount of
                the
                Loans for each day on which the aggregate amount of the Loans exceeds
                50%
                of the Total Commitments.

            


    

     

    
      	
              (b)

            	
              Utilisation
                fee is payable on the amount of each Lender's share in the
                Loans.

            


    

     

    
      	
              (c)

            	
              Accrued
                utilisation fee is payable quarterly in arrear. Accrued utilisation
                fee is
                also payable to the Facility Agent for a Lender on the date that
                its
                Commitment is cancelled and its share in the Loans prepaid or repaid
                in
                full.

            


    

     

    
      	
              24.5

            	
              Extension
                Fee

            


    

     

    
      	
              (a)

            	
              The
                Borrower must pay to the Facility Agent for each Lender whose Commitment
                is extended under Clause 6 (Extension Option) an extension fee of
                0.05% of
                the Lender's Commitment which is to be
                extended.

            


    

     

    
      	
              (b)

            	
              The
                Borrower must pay to the Facility Agent for each Lender which agrees
                to an
                Extension Request (having confirmed to the Borrower that it has obtained
                credit approval for such extension) but whose Commitment is not extended
                because the Borrower elects to withdraw its Extension Request pursuant
                to
                Clause 6(h) (Extension Option) a work fee of 0.025% of the Lender's
                Commitment that was to be extended.


            


    

     

    
      	
              (c)

            	
              Each
                extension fee is payable on the date that the Final Maturity Date
                is
                extended (or would have been extended, had the Extension Request
                not been
                withdrawn under Clause 6(h) (Extension
                Option)).

            


    

     

    
      	
              (d)

            	
              An
                extension fee is payable in respect of each period of one year that
                a
                Lender agrees to.

            


    

     

    
      	
              25.

            	
              INDEMNITIES
                AND BREAK COSTS

            


    

     

    
      	
              25.1

            	
              Currency
                indemnity

            


    

     

    
      	
              (a)

            	
              The
                Borrower must, as an independent obligation, indemnify each Finance
                Party
                against any loss or liability which that Finance Party incurs as
                a
                consequence of:

            


    

     

    
      	 	
              (i)

            	
              that
                Finance Party receiving an amount in respect of the Borrower's liability
                under the Finance Documents; or

            


    

     

    
      	 	
              (ii)

            	
              that
                liability being converted into a claim, proof, judgment or
                order,

            


    

     

    in
      a
      currency other than the currency in which the amount is expressed to be payable
      under the relevant Finance Document.

     

    
      	
              (b)

            	
              Unless
                otherwise required by law, the Borrower waives any right it may have
                in
                any jurisdiction to pay any amount under the Finance Documents in
                a
                currency other than that in which it is expressed to be
                payable.

            


    

     

    
      	
              25.2

            	
              Other
                indemnities

            


    

     

    The
      Borrower shall within 15 days of demand indemnify the Facility Agent and each
      Lender against any funding or other cost, loss, expense or liability in an
      amount certified by it in reasonable detail (together with documentation in
      support) sustained or incurred by it as a direct result of:

     

    
      	 	
              (a)

            	
              the
                occurrence of any Event of Default;

            


    

     

    
      	 	
              (b)

            	
              (other
                than by reason of negligence or default by a Finance Party) a Loan
                not
                being made after a Request has been delivered for that Loan;
                or

            


    

     

    
      	 	
              (c)

            	
              the
                receipt or recovery by any party (or the Facility Agent on its behalf)
                of
                all or any part of a Loan or overdue sum due from the Borrower otherwise
                than on the Final Maturity Date or Maturity Date (as relevant) of
                that
                Loan or, in the case of an overdue sum, the last day of an interest
                period
                relating to that overdue sum, as the case may be or a Loan or any
                part
                thereof not being prepaid in accordance with a notice of
                prepayment.

            


    

     

    
      	
              25.3

            	
              Break
                Costs

            


    

     

    
      	
              (a)

            	
              The
                Borrower must pay to each Lender its Break
                Costs.

            


    

     

    
      	
              (b)

            	
              Break
                Costs are the amount (if any) determined by the relevant Lender by
                which:

            


    

     

    
      	 	
              (i)

            	
              the
                interest which that Lender would have received for the period from
                the
                date of receipt of any part of its share in a Loan or an overdue
                amount to
                the last day of the applicable Term for that Loan or overdue amount
                if the
                principal or overdue amount received had been paid on the last day
                of that
                Term;

            


    

     

    exceeds

     

    
      	 	
              (ii)

            	
              the
                amount which that Lender would be able to obtain by placing an amount
                equal to the amount received by it on deposit with a leading bank
                in the
                appropriate interbank market for a period starting on the Business
                Day
                following receipt and ending on the last day of the applicable
                Term.

            


    

     

    
      	
              (c)

            	
              Each
                Lender must supply to the Facility Agent for the Borrower details
                of the
                amount of any Break Costs claimed by it under this
                Subclause.

            


    

     

    
      	
              26.

            	
              EXPENSES

            


    

     

    
      	
              26.1

            	
              Initial
                costs

            


    

     

    The
      Borrower must pay to each Administrative Party the amount of all costs and
      expenses (including legal fees) reasonably incurred by it in connection with
      the
      negotiation, preparation, printing, execution and syndication of the Finance
      Documents.

     

    
      	
              26.2

            	
              Subsequent
                costs

            


    

     

    The
      Borrower must pay to the Facility Agent the amount of all costs and expenses
      (including legal fees) reasonably incurred by it in connection
      with:

     

    
      	 	
              (a)

            	
              the
                negotiation, preparation, printing and execution of any Finance Document
                (other than a Transfer Certificate) executed after the date of this
                Agreement; and

            


    

     

    
      	 	
              (b)

            	
              any
                amendment, waiver or consent requested by or on behalf of the Borrower
                or
                specifically allowed by this
                Agreement.

            


    

     

    
      	
              26.3

            	
              Enforcement
                costs

            


    

     

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

     

    
      	
              27.

            	
              AMENDMENTS
                AND WAIVERS

            


    

     

    
      	
              27.1

            	
              Procedure

            


    

     

    
      	
              (a)

            	
              Except
                as provided in this Clause, any term of the Finance Documents may
                be
                amended or waived with the agreement of the Borrower and the Majority
                Lenders. The Facility Agent may effect, on behalf of any Finance
                Party, an
                amendment or waiver allowed under this
                Clause.

            


    

     

    
      	
              (b)

            	
              The
                Facility Agent must promptly notify the other Parties of any amendment
                or
                waiver effected by it under paragraph (a) above. Any such amendment
                or
                waiver is binding on all the
                Parties.

            


    

     

    
      	
              27.2

            	
              Exceptions

            


    

     

    
      	
              (a)

            	
              An
                amendment or waiver which relates
                to:

            


    

     

    
      	 	
              (i)

            	
              the
                definition of Majority
                Lenders
                in
                Clause 1.1 (Definitions) or Consolidated EBITDA, Interest Payable,
                Regulatory Asset Base or Total Net Debt in Clause 19.1
                (Definitions);

            


    

     

    
      	 	
              (ii)

            	
              an
                extension of the date of payment of any amount to a Lender under
                the
                Finance Documents;

            


    

     

    
      	 	
              (iii)

            	
              a
                reduction in the Margin or a reduction in the amount of any payment
                of
                principal, interest, fee or other amount payable to a Lender under
                the
                Finance Documents;

            


    

     

    
      	 	
              (iv)

            	
              an
                increase in, or an extension of, a Commitment or the Total
                Commitments;

            


    

     

    
      	 	
              (v)

            	
              a
                term of a Finance Document which expressly requires the consent of
                each
                Lender;

            


    

     

    
      	 	
              (vi)

            	
              the
                right of a Lender to assign or transfer its rights or obligations
                under
                the Finance Documents; or

            


    

     

    
      	 	
              (vii)

            	
              this
                Clause,

            


    

     

    may
      only
      be made with the consent of all the Lenders.

     

    
      	
              (b)

            	
              An
                amendment or waiver which relates to the rights or obligations of
                an
                Administrative Party may only be made with the consent of that
                Administrative Party.

            


    

     

    
      	
              27.3

            	
              Change
                of currency

            


    

     

    If
      a
      change in any currency of a country occurs (including where there is more than
      one currency or currency unit recognised at the same time as the lawful currency
      of a country), the Finance Documents will be amended to the extent the Facility
      Agent (acting reasonably and after consultation with the Borrower) determines
      is
      necessary to reflect the change.

     

    
      	
              27.4

            	
              Waivers
                and remedies cumulative

            


    

     

    The
      rights of each Finance Party under the Finance Documents:

     

    
      	 	
              (a)

            	
              may
                be exercised as often as necessary;

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (c)

            	
              may
                be waived only in writing and
                specifically.

            


    

     

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

     

    
      	
              28.

            	
              CHANGES
                TO THE PARTIES

            


    

     

    
      	
              28.1

            	
              Assignments
                and transfers by the
                Borrower

            


    

     

    The
      Borrower may not assign or transfer any of its rights and obligations under
      the
      Finance Documents without the prior consent of all the Lenders.

     

    
      	
              28.2

            	
              Assignments
                and transfers by Lenders

            


    

     

    
      	
              (a)

            	
              A
                Lender (the Existing
                Lender)
                may, subject to the following provisions of this Subclause, at any
                time
                assign or transfer (including by way of novation) any of its rights
                and
                obligations under this Agreement to any other person (the New
                Lender).

            


    

     

    
      	
              (b)

            	
              Unless
                the Borrower and the Facility Agent otherwise agree, a transfer of
                part of
                a Commitment or rights and obligations under this Agreement by the
                Existing Lender must be in a minimum amount of
                £5,000,000.

            


    

     

    
      	
              (c)

            	
              The
                consent of the Borrower is required for any assignment or transfer
                unless
                the New Lender is another Lender or an Affiliate of a Lender. The
                consent
                of the Borrower must not be unreasonably withheld or delayed. The
                Borrower
                will be deemed to have given its consent five Business Days after
                the
                Lender has requested it unless consent is expressly refused by the
                Borrower within that time.

            


    

     

    
      	
              (d)

            	
              The
                Facility Agent is not obliged to execute a Transfer Certificate until
                it
                has completed all know your customer requirements to its satisfaction.
                The
                Facility Agent must promptly notify the Existing Lender and the New
                Lender
                if there are any such requirements.

            


    

     

    
      	
              (e)

            	
              The
                Borrower may not withhold its consent solely because the assignment
                or
                transfer might increase the Mandatory
                Cost.

            


    

     

    
      	
              (f)

            	
              A
                transfer of obligations will be effective only if
                either:

            


    

     

    
      	 	
              (i)

            	
              the
                obligations are novated in accordance with the following provisions
                of
                this Clause; or

            


    

     

    
      	 	
              (ii)

            	
              the
                New Lender confirms to the Facility Agent and the Borrower in form
                and
                substance satisfactory to the Facility Agent that it is bound by
                the terms
                of this Agreement as a Lender. On the transfer becoming effective
                in this
                manner the Existing Lender will be released from its obligations
                under
                this Agreement to the extent that they are transferred to the New
                Lender.

            


    

     

    
      	
              (g)

            	
              Unless
                the Facility Agent otherwise agrees, the New Lender must pay to the
                Facility Agent for its own account, on or before the date any assignment
                or transfer occurs, a fee of £2000.

            


    

     

    
      	
              (h)

            	
              Any
                reference in this Agreement to a Lender includes a New Lender but
                excludes
                a Lender if no amount is or may be owed to or by it under this
                Agreement.

            


    

     

    
      	
              28.3

            	
              Procedure
                for transfer by way of
                novations

            


    

     

    
      	
              (a)

            	
              In
                this Subclause:

            


    

     

    Transfer
      Date
      means,
      for a Transfer Certificate, the later of:

     

    
      	 	
              (i)

            	
              the
                proposed Transfer Date specified in that Transfer Certificate;
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                date on which the Facility Agent executes that Transfer
                Certificate.

            


    

     

    
      	
              (b)

            	
              A
                novation is effected if:

            


    

     

    
      	 	
              (i)

            	
              the
                Existing Lender and the New Lender deliver to the Facility Agent a duly
                completed Transfer Certificate; and

            


    

     

    
      	 	
              (ii)

            	
              the
                Facility Agent executes it.

            


    

     

    The
      Facility Agent must execute as soon as reasonably practicable a Transfer
      Certificate delivered to it and which appears on its face to be in
      order.

     

    
      	
              (c)

            	
              Each
                Party (other than the Existing Lender and the New Lender) irrevocably
                authorises the Facility Agent to execute any duly completed Transfer
                Certificate on its behalf.

            


    

     

    
      	
              (d)

            	
              On
                the Transfer Date:

            


    

     

    
      	 	
              (i)

            	
              the
                New Lender will assume the rights and obligations of the Existing
                Lender
                expressed to be the subject of the novation in the Transfer Certificate
                in
                substitution for the Existing Lender;
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                Existing Lender will be released from those obligations and cease
                to have
                those rights.

            


    

     

    
      	
              28.4

            	
              Limitation
                of responsibility of Existing
                Lender

            


    

     

    
      	
              (a)

            	
              Unless
                expressly agreed to the contrary, an Existing Lender is not responsible
                to
                a New Lender for the legality,
                validity, adequacy,
                accuracy, completeness or performance
                of:

            


    

     

    
      	 	
              (i)

            	
              any
                Finance Document or any other document;
                or

            


    

     

    
      	 	
              (ii)

            	
              any
                statement or information (whether written or oral) made in or supplied
                in
                connection with any Finance
                Document,

            


    

     

    and
      any
      representations or warranties implied by law are excluded.

     

    
      	
              (b)

            	
              Each
                New Lender confirms to the Existing Lender and the other Finance
                Parties
                that it:

            


    

     

    
      	 	
              (i)

            	
              has
                made, and will continue to make, its own independent appraisal of
                all
                risks arising under or in connection with the Finance Documents (including
                the financial condition and affairs of the Borrower and its related
                entities and the nature and extent of any recourse against any Party
                or
                its assets) in connection with its participation in this Agreement;
                and

            


    

     

    
      	 	
              (ii)

            	
              has
                not relied exclusively on any information supplied to it by the Existing
                Lender in connection with any Finance
                Document.

            


    

     

    
      	
              (c)

            	
              Nothing
                in any Finance Document requires an Existing Lender
                to:

            


    

     

    
      	 	
              (i)

            	
              accept
                a re-transfer from a New Lender of any of the rights and obligations
                assigned or transferred under this Clause;
                or

            


    

     

    
      	 	
              (ii)

            	
              support
                any losses incurred by the New Lender by reason of the non-performance
                by
                the Borrower of its obligations under any Finance Document or
                otherwise.

            


    

     

    
      	
              28.5

            	
              Costs
                resulting from change of Lender or Facility
                Office

            


    

     

    If:

     

    
      	 	
              (a)

            	
              a
                Lender assigns or transfers any of its rights and obligations under
                the
                Finance Documents or changes its Facility Office;
                and

            


    

     

    
      	 	
              (b)

            	
              as
                a result of circumstances existing at the date the assignment, transfer
                or
                change occurs, the Borrower would be obliged to pay a Tax Payment
                or an
                Increased Cost,

            


    

     

    the
      Borrower need only pay that Tax Payment or Increased Cost to the same extent
      that it would have been obliged to if no assignment, transfer or change had
      occurred.

     

    
      	
              28.6

            	
              Changes
                to the Reference Banks

            


    

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

            	
              If
                a Reference Bank ceases to have a London office or novates or assigns
                all
                its rights and obligations under this Agreement or if any Commitments
                of
                any Reference Bank are cancelled or if Loans it has advanced are
                prepaid
                it shall be replaced as a Reference Bank by such other Bank with
                an office
                in London as the Facility Agent (after consultation with the Borrower)
                shall designate by notice to the Borrower and the
                Banks.

            


    

     

    
      	
              29.

            	
              DISCLOSURE
                OF INFORMATION

            


    

     

    
      	
              (a)

            	
              Each
                Finance Party must keep confidential any information supplied to
                it by or
                on behalf of the Borrower in connection with the Finance Documents.
                However, a Finance Party is entitled to disclose
                information:

            


    

     

    
      	 	
              (i)

            	
              which
                is publicly available, other than as a result of a breach by that
                Finance
                Party of this Clause;

            


    

     

    
      	 	
              (ii)

            	
              in
                connection with any legal or arbitration
                proceedings;

            


    

     

    
      	 	
              (iii)

            	
              if
                required to do so under any law or
                regulation;

            


    

     

    
      	 	
              (iv)

            	
              to
                a governmental, banking, taxation or other regulatory
                authority;

            


    

     

    
      	 	
              (v)

            	
              to
                its professional advisers;

            


    

     

    
      	 	
              (vi)

            	
              to
                the extent allowed under paragraph (b) below;
                or

            


    

     

    
      	 	
              (vii)

            	
              with
                the agreement of the Borrower.

            


    

     

    
      	
              (b)

            	
              A
                Finance Party may disclose to an Affiliate or any person with whom
                it may
                enter, or has entered into, any kind of transfer, participation or
                other
                agreement in relation to this Agreement (a participant):

            


    

     

    
      	 	
              (i)

            	
              a
                copy of any Finance Document; and

            


    

     

    
      	 	
              (ii)

            	
              any
                information which that Finance Party has acquired under or in connection
                with any Finance Document.

            


    

     

    However,
      before a participant may receive any confidential information, it must agree
      with the relevant Finance Party to keep that information confidential on the
      terms of paragraph (a) above.

     

    This
      Clause supersedes any previous confidentiality undertaking given by a Finance
      Party in connection with this Agreement prior to it becoming a
      Party.

     

    
      	
              30.

            	
              SET-OFF

            


    

     

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

     

    
      	
              31.

            	
              PRO
                RATA SHARING

            


    

     

    
      	
              31.1

            	
              Redistribution

            


    

     

    If
      any
      amount owing by the Borrower under this Agreement to a Lender (the recovering
      Lender)
      is
      discharged by payment, set-off or any other manner other than through the
      Facility Agent under this Agreement (a recovery),
      then:

     

    
      	 	
              (a)

            	
              the
                recovering Lender must, within three Business Days, supply details
                of the
                recovery to the Facility Agent;

            


    

     

    
      	 	
              (b)

            	
              the
                Facility Agent must calculate whether the recovery is in excess of
                the
                amount which the recovering Lender would have received if the recovery
                had
                been received by the Facility Agent under this Agreement;
                and

            


    

     

    
      	 	
              (c)

            	
              the
                recovering Lender must pay to the Facility Agent an amount equal
                to the
                excess (the redistribution).

            


    

     

    
      	
              31.2

            	
              Effect
                of redistribution

            


    

     

    
      	
              (a)

            	
              The
                Facility Agent must treat a redistribution as if it were a payment
                by the
                Borrower under this Agreement and distribute it among the Lenders,
                other
                than the recovering Lender,
                accordingly.

            


    

     

    
      	
              (b)

            	
              When
                the Facility Agent makes a distribution under paragraph (a) above,
                the recovering Lender will be subrogated to the rights of the Finance
                Parties which have shared in that
                redistribution.

            


    

     

    
      	
              (c)

            	
              If
                and to the extent that the recovering Lender is not able to rely
                on any
                rights of subrogation under paragraph (b) above, the Borrower will
                owe the recovering Lender a debt which is equal to the redistribution,
                immediately payable and of the type originally
                discharged.

            


    

     

    
      	
              (d)

            	
              If:

            


    

     

    
      	 	
              (i)

            	
              a
                recovering Lender must subsequently return a recovery, or an amount
                measured by reference to a recovery, to the Borrower;
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                recovering Lender has paid a redistribution in relation to that
                recovery,

            


    

     

    each
      Finance Party must reimburse the recovering Lender all or the appropriate
      portion of the redistribution paid to that Finance Party, together with interest
      for the period while it held the re-distribution. In this event, the subrogation
      in paragraph (b) above will operate in reverse to the extent of the
      reimbursement.

     

    
      	
              31.3

            	
              Exceptions

            


    

     

    Notwithstanding
      any other term of this Clause, a recovering Lender need not pay a redistribution
      to the extent that:

     

    
      	 	
              (a)

            	
              it
                would not, after the payment, have a valid claim against the Borrower
                in
                the amount of the redistribution;
                or

            


    

     

    
      	 	
              (b)

            	
              it
                would be sharing with another Finance Party any amount which the
                recovering Lender has received or recovered as a result of legal
                or
                arbitration proceedings, where:

            


    

     

    
      	 	
              (i)

            	
              the
                recovering Lender notified the Facility Agent of those proceedings;
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                other Finance Party had an opportunity to participate in those proceedings
                but did not do so or did not take separate legal or arbitration
                proceedings as soon as reasonably practicable after receiving notice
                of
                them.

            


    

     

    
      	
              32.

            	
              SEVERABILITY

            


    

     

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

     

    
      	 	
              (a)

            	
              the
                legality, validity or enforceability in that jurisdiction of any
                other
                term of the Finance Documents; or

            


    

     

    
      	 	
              (b)

            	
              the
                legality, validity or enforceability in other jurisdictions of that
                or any
                other term of the Finance
                Documents.

            


    

     

    
      	
              33.

            	
              COUNTERPARTS

            


    

     

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

     

    
      	
              34.

            	
              NOTICES

            


    

     

    
      	
              34.1

            	
              In
                writing

            


    

     

    
      	
              (a)

            	
              Any
                communication in connection with a Finance Document must be in writing
                and, unless otherwise stated, may be
                given:

            


    

     

    
      	 	
              (i)

            	
              in
                person, by post, or fax or any other electronic communication approved
                by
                the Facility Agent; or

            


    

     

    
      	 	
              (ii)

            	
              if
                between the Facility Agent and a Lender and the Facility Agent and
                the
                Lender agree, by e-mail or other electronic
                communication.

            


    

     

    
      	
              (b)

            	
              For
                the purpose of the Finance Documents, an electronic communication
                will be
                treated as being in writing.

            


    

     

    
      	
              (c)

            	
              Unless
                it is agreed to the contrary, any consent or agreement required under
                a
                Finance Document must be given in
                writing.

            


    

     

    
      	
              34.2

            	
              Contact
                details

            


    

     

    
      	
              (a)

            	
              Except
                as provided below, the contact details of each Party for all
                communications in connection with the Finance Documents are those
                notified
                by that Party for this purpose to the Facility Agent on or before
                the date
                it becomes a Party.

            


    

     

    
      	
              (b)

            	
              The
                contact details of the Borrower for this purpose are:
                

            


    

     

    Address: Avonbank,

    Feeder
      Road,

    Bristol,

    BS2
      0TB

     

    Fax
      number: +44
      (0)1179 332108 

     

    E-mail: irwilliams@westernpower.co.uk

     

    Attention: Ian
      Williams.

     

    
      	
              (c)

            	
              The
                contact details of the Facility Agent for this purpose
                are:

            


    

     

    Address: Loans
      Administration Department

     

    Lloyds
      TSB Bank plc

     

    Bank
      House

     

    Wine
      Street

     

    Bristol
      BS1 2AN

     

    Fax
      number: +44
      (0)117 923 3367

     

    Attention: The
      Manager

     

    
      	
              (d)

            	
              Any
                Party may change its contact details by giving five Business Days'
                notice
                to the Facility Agent or (in the case of the Facility Agent) to the
                other
                Parties.

            


    

     

    
      	
              (e)

            	
              Where
                a Party nominates a particular department or officer to receive a
                communication, a communication will not be effective if it fails
                to
                specify that department or officer.

            


    

     

    
      	
              34.3

            	
              Effectiveness

            


    

     

    
      	
              (a)

            	
              Except
                as provided below, any communication in connection with a Finance
                Document
                will be deemed to be given as
                follows:

            


    

     

    
      	 	
              (i)

            	
              if
                delivered in person, at the time of
                delivery;

            


    

     

    
      	 	
              (ii)

            	
              if
                posted, five days after being deposited in the post, postage prepaid,
                in a
                correctly addressed envelope; and

            


    

     

    
      	 	
              (iii)

            	
              if
                by fax, when received in legible
                form.

            


    

     

    
      	
              (b)

            	
              A
                communication given under paragraph (a) above but received on a
                non-working day or after business hours in the place of receipt will
                only
                be deemed to be given on the next working day in that
                place.

            


    

     

    
      	
              (c)

            	
              A
                communication to the Facility Agent will only be effective on actual
                receipt by it.

            


    

     

    
      	
              34.4

            	
              The
                Borrower

            


    

     

    All
      formal communication under the Finance Documents to or from the Borrower must
      be
      sent through the Facility Agent.

     

    
      	
              35.

            	
              LANGUAGE

            


    

     

    
      	
              (a)

            	
              Any
                notice given in connection with a Finance Document must be in
                English.

            


    

     

    
      	
              (b)

            	
              Any
                other document provided in connection with a Finance Document must
                be:

            


    

     

    
      	 	
              (i)

            	
              in
                English; or

            


    

     

    
      	 	
              (ii)

            	
              (unless
                the Facility Agent otherwise agrees) accompanied by a certified English
                translation. In this case, the English translation prevails unless
                the
                document is a statutory or other official
                document.

            


    

     

    
      	
              36.

            	
              GOVERNING
                LAW

            


    

     

    This
      Agreement is governed by English law.

     

    
      	
              37.

            	
              ENFORCEMENT

            


    

     

    
      	
              37.1

            	
              Jurisdiction

            


    

     

    
      	
              (a)

            	
              The
                English courts have exclusive jurisdiction to settle any dispute
                in
                connection with any Finance
                Document.

            


    

     

    
      	
              (b)

            	
              The
                English courts
                are the most appropriate and convenient courts to settle any such
                dispute
                and the Borrower waives objection to those courts on the grounds
                of
                inconvenient forum or otherwise in relation to proceedings in connection
                with any Finance Document.

            


    

     

    
      	
              (c)

            	
              This
                Clause is for the benefit of the Finance Parties only. To the extent
                allowed by law, a Finance Party may
                take:

            


    

     

    
      	 	
              (i)

            	
              proceedings
                in any other court; and

            


    

     

    
      	 	
              (ii)

            	
              concurrent
                proceedings in any number of
                jurisdictions.

            


    

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    SCHEDULE
      1 

     

    ORIGINAL
      PARTIES

     

    


    
      	
               

              Name
                of Original Lender

            	
               

              Commitments

            
	 	 
	
               

              Barclays
                Bank PLC

            	
               

              £50,000,000

            
	
               

              Bayerische
                Landesbank, acting through its London Branch

            	
               

              £50,000,000

            
	
               

              Lloyds
                TSB Bank plc

            	
               

              £50,000,000

            
	 	 
	
               

              Total
                Commitments

            	
               

              £150,000,000

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    SCHEDULE
      2 

     

    CONDITIONS
      PRECEDENT DOCUMENTS

     

    Borrower

     

    
      	
              1.

            	
              A
                certified copy of the certificate of incorporation and the memorandum
                and
                articles of the Borrower.

            


    

     

    
      	
              2.

            	
              A
                certified copy of a resolution of the board of directors or a committee
                of
                the board of directors of the Borrower approving the terms of, and
                the
                transactions contemplated by, the Finance
                Documents.

            


    

     

    
      	
              3.

            	
              A
                specimen of the signature of each person authorised on behalf of
                the
                Borrower to execute or witness the execution of any Finance Document
                or to
                sign or send any document or notice in connection with any Finance
                Document.

            


    

     

    
      	
              4.

            	
              A
                certificate of an authorised signatory of the Borrower confirming
                that:
                

            


    

     

    
      	 	
              (a)

            	
              each
                copy document provided by it pursuant to this Schedule 2 is correct,
                complete and full force and effect as at a date no earlier than the
                date
                of this Agreement; and

            


    

     

    
      	 	
              (b)

            	
              borrowing
                the Total Commitments would not cause any borrowing limit binding
                on the
                Borrower to be exceeded.

            


    

     

    Legal
      opinions

     

    A
      legal
      opinion of Linklaters, legal advisers to the Mandated Lead Arranger and the
      Facility Agent addressed to the Finance Parties.

     

    Other
      documents and evidence

     

    
      	
              1.

            	
              Evidence
                that all fees and expenses then due and payable from the Borrower
                under
                this Agreement have been or will be paid no later than the first
                Utilisation Date.

            


    

     

    
      	
              2.

            	
              Copies
                of each duly executed Fee Letter. 

            


    

     

    
      	
              3.

            	
              The
                Original Financial Statements.

            


    

     

    
      	
              4.

            	
              Evidence
                that the Existing Tranche C Facility will be irrevocably prepaid
                and
                cancelled in full on or by the first Utilisation
                Date.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    SCHEDULE
      3 

     

    FORM
      OF REQUEST

     

    To: Lloyds
      TSB Bank plc as Facility Agent

     

    From: [               ]

     

    Date: [               ]

     

    WESTERN
      POWER DISTRIBUTION HOLDINGS LIMITED -
      £150,000,000
      Credit Agreement dated 24 January 2007 (as amended and restated from time to
      time) (the Agreement)

    


     

    
      	
              1.

            	
              We
                refer to the Agreement. This is a
                Request.

            


    

     

    
      	
              2.

            	
              We
                wish to borrow a Loan on the following
                terms:

            


    

     

    
      	 	
              (a)

            	
              Utilisation
                Date:
                [               ]

            


    

     

    
      	 	
              (b)

            	
              Amount/currency:
                [               ]

            


    

     

    
      	 	
              (c)

            	
              Term:
                [               ].

            


    

     

    
      	
              3.

            	
              Our
                payment instructions are:
                [               ].

            


    

     

    
      	
              4.

            	
              We
                confirm that each condition precedent under the Agreement which must
                be
                satisfied on the date of this Request is so
                satisfied.

            


    

     

    
      	
              5.

            	
              We
                confirm that as at [relevant testing date] Consolidated EBITDA was
                [            ]
                and Interest Payable was
                [           ];
                therefore, the ratio of Consolidated EBITDA to Interest Payable was
                [    ] to 1.

            


    

     

    6. We
      confirm that as at [relevant testing date] Regulatory Asset Base was
      [         ]
      and Total Net Debt was [         ];
      therefore, Regulatory Asset Base exceeded Total Net Debt by
      [       ].

     

    
      	
              7.

            	
              This
                Request is irrevocable.

            


    

     

    By:

     

    [                 ]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    SCHEDULE
      4 

     

    CALCULATION
      OF THE MANDATORY COST

     

    
      	
              1.

            	
              General

            


    

     

    The
      Mandatory Cost is the weighted average of the rates calculated below by the
      Facility Agent on the first day of a Term. The Facility Agent must distribute
      each amount of Mandatory Cost among the Lenders on the basis of the rate for
      each Lender.

     

    
      	
              2.

            	
              For
                a Lender lending from a Facility Office in the
                U.K.

            


    

     

    
      	
              (a)

            	
              The
                relevant rate for a Lender lending from a Facility Office in the
                U.K. is
                the arithmetic mean of the rates notified by that Lender to the Facility
                Agent and calculated in accordance with the following
                formulae:

            


    

     

    for
      a
      Loan in Sterling:

     

    
          

        
          	
                  AB
                    + C(B - D) + E x 0.01

                	
                  per
                    cent. per annum

                
	
                  100
                    - (A + C)

                


        
 

    

     

         
for
      any
      other Loan:

     

        

      
        	
                E
                  x 0.01

              	
                per
                  cent. per annum

              
	
                300

              


      

    

     

     

    where
      on
      the day of application of the formula:

     

    A is
      the
      percentage of the Lender's eligible liabilities (in excess of any stated
      minimum) which the Bank of England requires it to hold on a non-interest-bearing
      deposit account in accordance with its cash ratio requirements;

     

    B is
      LIBOR
      for that Term;

     

    C is
      the
      percentage of the Lender's eligible liabilities which the Bank of England
      requires it to place as a special deposit;

     

    D is
      the
      interest rate per annum allowed by the Bank of England on a special deposit;
      and

     

    E is
      the
      charge payable by the Lender to the Financial Services Authority under the
      fees
      rules (but, for this purpose, calculated by the Facility Agent on a notional
      basis as being the average of the fee tariffs within fee-block Category A1
      (Deposit acceptors) of the fees rules, applying any applicable discount and
      ignoring any minimum fee required under the fees rules) and expressed in pounds
      per £1 million of the tariff base of that Lender.

     

    
      	
              (b)

            	
              For
                the purposes of this paragraph 2:

            


    

     

    
      	 	
              (i)

            	
              eligible
                liabilities
                and special
                deposit
                have the meanings given to them at the time of application of the
                formula
                by the Bank of England;

            


    

     

    
      	 	
              (ii)

            	
              fees
                rules
                means the then current rules on periodic fees in the Supervision
                Manual of
                the FSA Handbook; and

            


    

     

    
      	 	
              (iii)

            	
              tariff
                base
                has the meaning given to it in the fees
                rules.

            


    

     

    
      	
              (c)

            	
              (i)

            	
              In
                the application of the formulae, A, B, C and D are included as figures
                and
                not as percentages, e.g. if A = 0.5% and B = 15%, AB is calculated
                as 0.5
                x 15. A negative result obtained by subtracting D from B is taken
                as
                zero.

            


    

     

    
      	 	
              (ii)

            	
              Each
                Lender must supply to the Facility Agent the information required
                by it to
                make a calculation of the rate for that Lender. The Facility Agent
                may
                assume that this information is correct in all
                respects.

            


    

     

    
      	
              (d)

            	
              (i)

            	
              Each
                rate calculated in accordance with a formula is, if necessary, rounded
                upward to four decimal places.

            


    

     

    
      	 	
              (ii)

            	
              If
                a Lender fails to do so, the Facility Agent may assume that the Lender's
                obligations in respect of cash ratio deposits, special deposits and
                the
                fees rules 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.

            


    

     

    
      	 	
              (iii)

            	
              The
                Facility Agent has no liability to any Party if its calculation over
                or
                under compensates any Lender.

            


    

     

    
      	
              3.

            	
              For
                a Lender lending from a Facility Office in a Participating Member
                State

            


    

     

    
      	
              (a)

            	
              The
                relevant rate for a Lender lending from a Facility Office in a
                Participating Member State is the percentage rate per annum notified
                by
                that Lender to the Facility Agent as its cost of complying with the
                minimum reserve requirements of the European Central
                Bank.

            


    

     

    
      	
              (b)

            	
              If
                a Lender fails to specify a rate under paragraph (a) above, the
                Facility Agent will assume that the Lender has not incurred any such
                cost.

            


    

     

    
      	
              4.

            	
              Changes

            


    

     

    The
      Facility Agent may, after consultation with the Borrower and the Lenders, notify
      all the Parties of any amendment to this Schedule which is required to
      reflect:

     

    
      	 	
              (a)

            	
              any
                change in law or regulation; or

            


    

     

    
      	 	
              (b)

            	
              any
                requirement imposed by the Bank of England, the Financial Services
                Authority or the European Central Bank (or, in any case, any successor
                authority).

            


    

     

    Any
      notification will be, in the absence of manifest error, conclusive and binding
      on all the Parties.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    SCHEDULE
      5 

     

    FORM
      OF TRANSFER CERTIFICATE

     

    To: Lloyds
      TSB Bank plc as Facility Agent

     

    From: [THE
      EXISTING LENDER] (the Existing
      Lender)
      and
      [THE NEW LENDER] (the New
      Lender)

     

    Date: [          ]

     

    WESTERN
      POWER DISTRIBUTION HOLDINGS LIMITED -
      £150,000,000
      Credit Agreement dated 24 January 2007 (as amended and restated from time to
      time) (the
      Agreement)

     

    We
      refer
      to the Agreement. This is a Transfer Certificate.

     

    
      	
              1.

            	
              The
                Existing Lender transfers by novation to the New Lender the Existing
                Lender's rights and obligations referred to in the Schedule below
                in
                accordance with the terms of the
                Agreement.

            


    

     

    
      	
              2.

            	
              The
                proposed Transfer Date is
                [          ].

            


    

     

    
      	
              3.

            	
              The
                administrative details of the New Lender for the purposes of the
                Agreement
                are set out in the Schedule.

            


    

     

    
      	
              4.

            	
              This
                Transfer Certificate is governed by English
                law.

            


    

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    THE
      SCHEDULE

     

    Rights
      and obligations to be transferred by novation

    [insert
      relevant details, including applicable Commitment (or part)]

     

    Administrative
      details of the New Lender

    [insert
      details of Facility Office, address for notices and payment details
      etc.]

     

     


    
      	
              [EXISTING
                LENDER]

            	
              [NEW
                LENDER]

               

            
	
              By:

            	
              By:

            


    

     

    The
      Transfer Date is confirmed by the Facility Agent as
      [          ].

     

    [          ]

     

    By:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    SCHEDULE
      6 

     

    FORM
      OF COMPLIANCE CERTIFICATE

     

    To: Lloyds
      TSB Bank plc as Facility Agent

     

    From: WESTERN
      POWER DISTRIBUTION HOLDINGS LIMITED

     

    Date: [          ]

     

    WESTERN
      POWER DISTRIBUTION HOLDINGS LIMITED -
      £150,000,000
      Credit Agreement dated 24 January 2007 (as amended and restated from time to
      time) (the
      Agreement)

     

    
      	
              1.

            	
              We
                refer to the Agreement. This is a Compliance
                Certificate.

            


    

     

    
      	
              2.

            	
              We
                confirm that as at [relevant testing date], Consolidated EBITDA was
                [          ] and
                Interest Payable was
                [          ], therefore
                the ratio of Consolidated EBITDA to Interest Payable was
                [          ] to
                1.

            


    

     

    
      	
              3.

            	
              We
                confirm that as at [relevant testing date], Regulatory Asset Base
                was
                [          ] and Total
                Net Debt was
                [          ]; therefore
                Regulatory Asset Base exceeded Total Net Debt by
                [          ].

            


    

     

    
      	
              4.

            	
              We
                set out below calculations establishing the figures in paragraph
                2
                above:

            


    

     

    [          ].

     

    
      	
              5.

            	
              [We
                confirm that no Default is outstanding as at [relevant testing
                date].]1

            


    

     

    WESTERN
      POWER DISTRIBUTION HOLDINGS LIMITED

     

    By:

     

     

    ____________


    
      
        	
                1

              	
                If
                  this statement cannot be made, the certificate should identify
                  any Default
                  that is outstanding and the steps, if any, being taken to remedy
                  it.

              


      



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SIGNATORIES

     

     

    Borrower

     

    WESTERN
      POWER DISTRIBUTION HOLDINGS LIMITED

     

    By:
       
IAN
      R
      WILLIAMS

    


     

    Mandated
      Lead Arranger

     

    BARCLAYS
      CAPITAL

     

    By: 
MARK
      POPE

    


    


    BAYERISCHE
      LANDESBANK,
      

    acting
      through its London Branch

    


    
      	
              By:

            	
              STEVE
                J MEYER

            	 	
              MATTHEW
                WILLIAMS

            


    

    


    


    LLOYDS
      TSB BANK PLC

    


    By: 
STEPHEN
      HALL

    


    


     

    Original
      Lenders

     

    BARCLAYS
      BANK PLC

     

    By: 
MARK
      POPE

    


    


    BAYERISCHE
      LANDESBANK,

    acting
      through its London Branch

    


    
      	
              By:

            	
              STEVE
                J MEYER

            	 	
              MATTHEW
                WILLIAMS

            


    

    


    


    LLOYDS
      TSB BANK PLC

    


    By: 
STEPHEN
      HALL

    


    


     

    Facility
      Agent

     

    LLOYDS
      TSB BANK PLC

     

    By: 
STEPHEN
      HALL