FACILITY AGREEMENT


                    Dated 5th November, 1995

                       1,100,000,000 pounds


                      TERM LOAN FACILITIES



                       150,000,000 pounds

                    REVOLVING CREDIT FACILITY
                             Between


                         CSW INVESTMENTS
                          CSW (UK) PLC
                   as Borrowers and Guarantors


                   CITIBANK INTERNATIONAL PLC
                          CREDIT SUISSE
                    UNION BANK OF SWITZERLAND
                          as Arrangers


                         CITIBANK, N.A.
                          CREDIT SUISSE
                    UNION BANK OF SWITZERLAND
                        as Original Banks


                          CREDIT SUISSE
              as Facility Agent and Security Agent


                          ALLEN & OVERY

                             London
                         Ref. B3:47631.5


                            CONTENTS

Clause                                              Page

1.   Interpretation                                   1
2.   Facilities and Related Matters                   21
3.   Purpose and Responsibility                       24
4.   Conditions Precendent                            25
5.   Advances                                         26
6.   The Bill Facility                                27
7.   Cancellation of Commitments                      31
8.   Repayment                                        32
9.   Prepayment                                       32
10.  Interest Periods                                 33
11.  Interest                                         35
12.  Payments                                         36
13.  Taxes                                            38
14.  Market Disruption                                40
15.  Increased Costs                                  42
16.  Illegality                                       44
17.  Mitigation                                       45
18.  Guarantee                                        46
19.  Additional Borrowers                             49
20.  Representations and Warranties                   49
21.  Undertakings                                     53
22.  Financial Ratios                                 68
23.  Default                                          69
24.  Indemnities                                      76
25.  Agents, Arrangers and Banks                      78
26.  Fees, Expenses and Stamp Taxes                   83
27.  Waivers, Remedies Cumulative                     85
28.  Notices                                          85
29.  Assignments, Transfers and Substitutions         86
30.  Set-Off and Redistribution                       90
31.  Governing Law and Jurisdiction                   91
32.  Confidentiality                                  92
33.  Miscellaneous                                    93




Schedules

A.   Notice Details for Borrower and Agents           94
B.   Banks' Commitments and Notice Details            97
C.   Forms of Request                                 98
D.   Substitution Certificate                         101
E.   Calculation of Additional Cost                   104
F.   Accession Agreement                              106
G.   Documentary Conditions Precedent                 109
H.   Form of Bill                                     110
I.   Form of Power of Attorney                        111
Signatories                                           113


THIS  FACILITY AGREEMENT is dated the 5th November, 1995 and made BETWEEN:-

(1)  CSW  INVESTMENTS a company incorporated in England and Wales
     (No. 3123865) ( the "Company");

(2)  CSW  (UK)  PLC a company incorporated in England  and  Wales
     (No. 3123442) ("Bidco");

(3)  CITIBANK INTERNATIONAL PLC, CREDIT SUISSE and UNION BANK  OF
     SWITZERLAND as Arrangers (in this capacity the "Arrangers");

(4)  CITIBANK,  N.A., CREDIT SUISSE and UNION BANK OF SWITZERLAND
     as original lenders (in this capacity the "Original Banks");

(5)  CREDIT  SUISSE  as  facility agent for the  Banks  (in  this
     capacity the "Facility Agent"); and

(6)  CREDIT  SUISSE as security agent and trustee for  the  Banks
     (in this capacity the "Security Agent").

WHEREAS  pursuant to arrangements made by the Arrangers and  upon
and  subject  to the terms of this Agreement, the Original  Banks
(as  defined  above)  have  agreed to make  available  term  loan
facilities aggregating 1,100,000,000 pounds to the Company  and a
revolving credit and bills  acceptance  facility  of  150,000,000
pounds to the Borrowers.

IT IS AGREED as follows:-

1.   INTERPRETATION

1.1  Defined Terms

     In this Agreement:-

     "Accession  Agreement" means an agreement  substantially  in
     the form of Schedule F made pursuant to Clause 19;

     "Accounting Date" means each 30th June, 30th September, 31st
     December  and  31st March, falling after the  date  of  this
     Agreement  (or,  where contemplated by Clauses  21.2(a)(vii)
     and  22.2,  up  to  one  year prior  to  the  date  of  this
     Agreement),  save as any such date may be adjusted  forwards
     or  backwards  with the agreement of the Facility  Agent  to
     avoid  an  Accounting Date falling on a day which is  not  a
     Business Day and/or to ensure that all Accounting Dates fall
     on the same day of the relevant weeks.

     "Accounting Period" means any period of approximately  three
     months  or  one year ending on an Accounting Date for  which
     Accounts  are  required to be prepared for the  purposes  of
     this  Agreement, including pro forma Accounting  Periods  as
     contemplated in Clauses 21.2(a)(vii) and 22.2.

     "Accounts" means from time to time:-

     (a)  the  latest audited consolidated annual accounts of the
          Group;

<PAGE> 2
     (b)  the latest unaudited consolidated quarterly accounts of
          the Group; and

     (c)  any   other   audited  or  unaudited  consolidated   or
          unconsolidated accounts (if any) of the  Group  or  any
          member  thereof (including without limitation, the  pro
          forma accounts referred to in Clause 21.2(a)(vii)),

     delivered or required to be delivered to the Facility  Agent
     pursuant  to  this  Agreement  (together  with  any   letter
     applicable thereto delivered to the Facility Agent  pursuant
     to  Clause 21.2(e)), or such of the foregoing as the context
     requires.

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

     "Additional Borrower" means the Target upon it becoming, and
     any other entity which becomes, party to this Agreement as a
     Borrower pursuant to an Accession Agreement.

     "Additional  Cost"  in relation to each Advance  or  overdue
     amount  means,  for  the Interest Period  relating  to  that
     Advance  or  overdue amount, the cost as calculated  by  the
     Facility Agent in accordance with Schedule E imputed to each
     Bank  participating  in such Advance or  overdue  amount  of
     compliance with the Mandatory Liquid Assets requirements  of
     the  Bank  of England during that Interest Period, expressed
     as a percentage rate per annum.

     "Adjusted  Capital and Reserves" means the amount (including
     any share premium) for the time being paid up or credited as
     paid up on the issued share capital of the Company;

          plus the outstanding amount of any Subordinated Debt;

          plus the amount standing to the credit (or, as the case
          may  be, minus the amount standing to the debit) of the
          capital and revenue reserves of the Group;

          plus  any  amount standing to the credit or  minus  any
          amount standing to the debit of the consolidated profit
          and loss account of the Group;

          plus the amount of goodwill arising upon and in respect
          of the acquisition of the Shares pursuant to the Offer;

          minus  any distribution declared or made by the Company
          or  any  of  its  Subsidiaries (other than  to  another
          member  of  the  Group) out of profits included  within
          reserves  to  the extent that those reserves  have  not
          already been reduced on account thereof;

          minus amounts attributable to the interests (if any) of
          outside  holders of issued share capital in any  member
          of the Group other than the Company itself;

     and  for  the  purposes of the foregoing, no item  shall  be
     effectively  deducted  or added more than  once,  all  items
     shall  be  calculated on a consolidated basis  and  (subject
     only  as  may  be required in order to reflect  the  express
     inclusion  or  exclusion  of  items  as  specified  in  this
     definition)  in  accordance with the  Applicable  Accounting
     Principles  and, where the calculation is being made  as  at
     the  end  of any Accounting Period shall be determined  from
     the  balance  sheet  forming part of the Accounts  for  that
     Accounting Period.

<PAGE> 3
     "Advance" means the principal amount of each borrowing under
     this Agreement from the Tranche 1 Commitments (a "Tranche  1
     Advance")  or  the  Tranche  2  Commitments  (a  "Tranche  2
     Advance")  or  the  Tranche  3  Commitments  (a  "Tranche  3
     Advance")  or,  in each case, the principal amount  of  such
     borrowing outstanding from time to time.

     "Affiliate" means, in relation to a body corporate,  any  of
     its   Holding  Companies  or  Subsidiaries  or   any   other
     Subsidiary of any of its Holding Companies.

     "Agent" means:-

     (a)  when designated "Facility", Credit Suisse or any of its
          successors pursuant to Clause 25.14;

     (b)  when designated "Security", Credit Suisse or any of its
          successors   pursuant   to   Clause   25.14   and   any
          corresponding provision of any Security Document; and

     (c)  without any such designation, the Facility Agent or the
          Security Agent, as the context requires.

     "Announcement  Date"  means  the date  on  which  the  Press
          Release is issued.

     "Applicable   Accounting   Principles"   means    accounting
     principles  and  practices, which at  the  date  hereof  are
     generally accepted in the United Kingdom and approved by the
     Institute of Chartered Accountants of England and Wales  and
     which  are  consistent  with the accounting  principles  and
     practices  applied in the preparation of the Base  Financial
     Statements, and any variation to such accounting  principles
     and  practices  which is not material or, if  material,  has
     been agreed in writing by the Majority Banks.

     "Applicable  Taxes" has the meaning given to  it  in  Clause
     13.1.

     "Auditors" means a firm of independent public accountants of
     international  standing recognised  and  authorised  by  the
     Institute  of  Chartered Accountants of  England  and  Wales
     which  is appointed by the Company to audit the consolidated
     annual accounts of the Company.

     "Authorised  Signatory" in relation to any Obligor  and  any
     communication  to  be made or document  to  be  executed  or
     certified by that Obligor means, at any time, any person:-

     (a)  who is at such time duly authorised by a resolution  of
          the board of directors of that Obligor or by virtue  of
          his  appointment by that Obligor to a particular office
          to  make  that communication or to execute  or  certify
          that  document on behalf of that Obligor and in respect
          of  whom  the Facility Agent has received a certificate
          of  a director or the secretary of that Obligor setting
          out   the  name  and  signature  of  that  person   and
          confirming that person's authority so to act; and

     (b)  in  respect of whom no notice has been received by  the
          Facility  Agent  from that Obligor to the  effect  that
          that  person  is no longer an Authorised Signatory  for
          that Obligor.

     "Available  Facility Amount" at any time in respect  of  the
     Tranche  3  Facility  means the  amount  of  the  Tranche  3
     Commitments,  less the amount of the outstanding  Tranche  3

<PAGE> 4
     Utilisations at such time taking into account any Tranche  3
     Utilisations  scheduled to be made,  repaid  or  prepaid  by
     assuming that the same occurs when due.

     "Availability  Period"  means the  period  from  opening  of
     business in London on the date of this Agreement to:-

     (a)  when  designated "Tranche 1/2", close  of  business  in
          London on whichever is the earlier of (i) the date  180
          days after the Announcement Date, (ii) the date falling
          three  months after the Unconditional Date,  and  (iii)
          the date 200 days after the date hereof;

     (b)  when  designated  "Tranche 3",  close  of  business  in
          London  on  whichever  is the earlier  of  (i)  (if  no
          Tranche 1 Advance and no Tranche 2 Advance is drawn  at
          all) the expiry of the Tranche 1/2 Availability Period,
          and  (ii)  the  fifth anniversary of the  Unconditional
          Date;

     or in either case such later date as all the Banks may agree
     in writing on or after the date hereof.

     "Bank" means each of the following:-

     (a)  each bank whose name is set out in Schedule B;

     (b)  each bank to which rights and/or obligations under this
          Agreement  are  assigned  or  transferred  pursuant  to
          Clause  29  or  which  assumes rights  and  obligations
          pursuant to a Substitution Certificate; and

     (c)  any  successor  or successors in title to  any  of  the
          foregoing,

     provided  that  upon  (i) termination in  full  of  all  the
     Commitments  of  any Bank, and (ii) irrevocable  payment  in
     full  of all amounts which may be or become payable to  such
     Bank  under  the Finance Documents, such Bank shall  not  be
     regarded  as  being a Bank for the purposes  of  determining
     whether  any  provision  of  any of  the  Finance  Documents
     requiring consultation with or the consent or approval of or
     instructions  from the Banks or any of them or the  Majority
     Banks has been complied with.

     "Base   Financial  Statements"  means  the  audited   annual
     consolidated accounts of the Target for and as at the end of
     the financial year of the Target ended 31st March, 1995.

     "Bill" means a Sterling bill of exchange issued pursuant  to
     the  terms  of this Agreement substantially in the  form  of
     Schedule H.

     "Borrower"  means  the Company, Bidco  and  each  Additional
     Borrower.

     "Borrowing"  means any indebtedness for, or for interest  or
     other  charges  relating to, or otherwise in respect  of  or
     pursuant to:-

     (a)  moneys   borrowed   or   raised,   including,   without
          limitation, monies raised by the sale of receivables or
          other  financial assets on terms (and  to  the  extent)
          that recourse may be had to the vendor in the event  of
          non-payment  of  such receivables or  financial  assets
          when  due  and  monies raised under  acceptance  credit
          facilities  and  through  the issue  of  bonds,  notes,

<PAGE> 5
          debentures,   bills,  loan  stocks   and   other   debt
          securities  (including  any debt security  convertible,
          but  not  at  the relevant time converted,  into  share
          capital), provided that the Subordinated Debt (if  any)
          shall not constitute a Borrowing;

     (b)  the  acquisition  cost of assets  or  services  to  the
          extent payable on deferred payment terms after the time
          of  acquisition  or  possession thereof  by  the  party
          liable  (whether  or not evidenced by any  bond,  note,
          debenture,   loan   stock  or  other  debt   security),
          excluding (i) retentions which are normal in the  trade
          concerned and not entered into primarily as a means  of
          raising   finance,   (ii)  any  payment   relating   to
          construction  works or the acquisition of fixed  assets
          which  will  become  payable only  upon  fulfilment  of
          conditions  relating  to  or comprising  completion  or
          commissioning of certain stages in such works or in the
          supply  programme  or  the  granting  of  any  planning
          permission for such works or fixed assets and which has
          not  yet become payable by reason of the non-fulfilment
          of  any such condition, and (iii) any such cost payable
          on  deferred  payment terms which  are  normal  in  the
          business concerned and not entered into primarily as  a
          means of raising finance, and which do not involve  any
          deferral  of  payment  of any sum  for  more  than  six
          months;

     (c)  moneys  received  in consideration for  the  supply  of
          goods and/or services to the extent received more  than
          six  months  before the due date for such  supply  (but
          excluding any liability in respect of bona fide advance
          payments  and deposits received from customers  in  the
          ordinary course of trade);

     (d)  instalments  under conditional sale agreements  entered
          into primarily as a method of raising finance;

     (e)  payments  under  leases (whether in  respect  of  land,
          machinery,  equipment or otherwise) and payments  under
          hire  purchase  agreements and similar  agreements  and
          instruments, in each case where such leases, agreements
          or   instruments  are  treated  as  finance  leases  in
          accordance with the Applicable Accounting Principles;

     (f)   (i) any  guarantee, indemnity, letter of  credit  or
               other legally binding instrument to
               assure  payment of, or against loss in respect  of
               non-payment of, any of the indebtedness  specified
               in  this  definition and any counter-indemnity  in
               respect of any thereof; and/or

          (ii) any  legally binding agreement or other instrument
               entered  into  in  connection  with  any  of   the
               indebtedness   specified   in   this    definition
               requiring,   or  giving  any  person   the   right
               (contingently or otherwise) to require,  that  any
               other person invest in, make advances to, purchase
               assets  of  or maintain the solvency or  financial
               condition of any other person;

     (g)  any  interest rate and/or currency swap, and any  other
          interest  or currency protection, hedging or  financial
          futures transaction or arrangement;

     (h)  transactions  which  involve  or  have  the  commercial
          effect of the borrowing of commodities  as part  of  an
          arrangement for or in substitution for the  raising  of
          finance,  the value of indebtedness concerned for  this
          purpose  being  the sum which must be paid  and/or  the
          value  in money terms of the commodities which must  be
          delivered by the "borrower" to, or to the order of, the
          "lender";

<PAGE> 6
     provided  that in computing an amount of Borrowings  of  any
     person  or  persons  for the purposes of the  definition  of
     Consolidated Net Total Borrowings in Clause 1.1 or  for  the
     purposes of Clause 21.4(a) double counting shall be  avoided
     and:-

     (i)  any interest, dividends, commission, fees or other like
          financing   charges,  and  any  item   falling   within
          paragraph (g), shall be excluded, save in each case  to
          the extent capitalised or more than 15 days overdue for
          payment;

     (ii) in respect of any bonds, notes, debentures, loan stocks
          and/or  other debt securities issued at a  discount  or
          redeemable  at a premium and constituting a  Borrowing,
          the  issue  price thereof, together with any applicable
          discount  or  premium recognised  or  required  by  the
          Applicable  Accounting Principles to be  recognised  at
          the time of calculation (other than amounts required by
          the  Applicable Accounting Principles to  be  accounted
          for  as  interest) in Accounts of the  relevant  person
          (were any then to be prepared), shall be included;

     (iii) in respect of paragraphs (d) and (e) (but in the
          case  of  paragraph  (d), only  where  no  interest  or
          similar  charge is charged), only the principal  amount
          thereof  as  determined  by the  Applicable  Accounting
          Principles  or  (in  the  case of  paragraph  (e))  the
          capitalised  value  (as  so determined)  of  any  items
          falling thereunder shall be included;

     (iv) any  item  falling within paragraph  (f)  which  is  in
          respect  of  any sum excluded by item (i) or  (iii)  of
          this proviso shall be excluded; and

     (v)  any  item  falling  within paragraph (f)(ii)  shall  be
          included only to the extent that the same has  been  or
          (in   accordance   with   the   Applicable   Accounting
          Principles) ought to be given a value in the latest  or
          next Accounts, or in any notes to those Accounts.

     "Business Day" means a day (not being a Saturday or  Sunday)
     on  which  banks and foreign exchange markets are  open  for
     business in London.

     "CSW"  means Central and South West Corporation  and/or  any
     wholly   owned   Subsidiary  or  wholly-owned   Subsidiaries
     thereof.

     "Chief Financial Officer" means the finance director of  the
     Company  from  time  to time or in his  absence  his  deputy
     (being an Authorised Signatory of the Company).

     "Code" means The City Code on Takeovers and Mergers.

     "Commitment" in relation to a Bank means an amount appearing
     and  designated as such against that Bank's name in Schedule
     B  or  in the Substitution Certificate or other document  by
     which  it  became  party to or acquired  rights  under  this
     Agreement  (being a "Tranche 1 Commitment" or a  "Tranche  2
     Commitment"   or  a  "Tranche  3  Commitment"   as   therein
     indicated),  in  each  case  as  reduced  or  increased   by
     substitution  or  transfer pursuant to  Clause  29  and  any
     Substitution Certificates to which such Bank is  party,  and
     to  the  extent  not cancelled, reduced or terminated  under
     this Agreement.

     "Consolidated  EBITDA" for any period comprising  an  annual
     Accounting   Period  of  the  Company  or  four  consecutive
     quarterly  Accounting Periods (including, where contemplated

<PAGE> 7
     by  Clauses  21.2(a)(vii)  and 22.2,  pro  forma  Accounting
     Periods) of the Company (taken together as one period) means
     the profit of the Group for such period:

          before    deducting   all   depreciation   and    other
          amortisation     (including,    without     limitation,
          amortisation  of  goodwill arising from  and  upon  the
          acquisition  of  the Shares and amortisation  of  Offer
          Costs in accordance with Financial Reporting Standard 4
          issued by the Accounting Standards Board);

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

          before  deducting advanced corporation tax,  mainstream
          corporation  tax and their equivalents in any  relevant
          jurisdiction;

          before  taking into account Consolidated Total Interest
          Payable for such period;

          before deducting any Offer Costs;

          after  deducting  any gain over book value  arising  in
          favour  of  the  Group  on the  sale,  lease  or  other
          disposal  of  any  asset (other than  on  the  sale  of
          trading  stock) during such period and any gain arising
          on revaluation of any asset during such period, in each
          case  to  the extent that it would otherwise  be  taken
          into  account,  whether  as  an  Exceptional  Item   or
          otherwise;

     and  for  the  purposes of the foregoing no  item  shall  be
     effectively  deducted or credited more  than  once  in  this
     calculation, all items shall be determined on a consolidated
     basis  and  (subject  only as may be required  in  order  to
     reflect  the  express  inclusion or exclusion  of  items  as
     specified  in  this  definition)  in  accordance  with   the
     Applicable Accounting Principles and as determined from  the
     consolidated   Accounts  of  the  Group  for   such   annual
     Accounting  Period  or for the relevant  Accounting  Periods
     falling within such period.

     "Consolidated  Net Total Borrowings" at any time  means  the
     aggregate  at that time of the Borrowings of the members  of
     the  Group from sources external to the Group (giving effect
     to   the   proviso  to  the  definition  of  Borrowings   in
     Clause 1.1.),

     plus  (to  the extent not otherwise included) the amount  of
     any  actual  or  contingent liability of any member  of  the
     Group (a) for Borrowings at that time of any person in which
     any member of the Group has an ownership interest or (b)  to
     provide  funds  by loan, subscription for share  capital  or
     otherwise to any person in which any member of the Group has
     an ownership interest;

     less the cash in hand and cash equivalents of the members of
     the Group at that time;

     less  the  aggregate amount of any premium over  face  value
     arising  with respect to certain bonds issued by the  Target
     prior to the date hereof,

     calculated on a consolidated basis and (subject only as  may
     be  required  in order to reflect the express  inclusion  or
     exclusion  of  items  as  specified  herein  and/or  in  the
     definition  of Borrowings in Clause 1.1) in accordance  with
     the   Applicable  Accounting  Principles  and,   where   the
     calculation  is  being made as at the end of any  Accounting
     Period  for which a consolidated balance sheet of the  Group

<PAGE> 8
     has  been delivered to the Facility Agent, as shown in  that
     balance sheet.

     "Consolidated  Total  Interest  Payable"  for   any   period
     comprising  an  annual Accounting Period of the  Company  or
     four  consecutive  quarterly Accounting Periods  (including,
     where  contemplated by Clauses 21.2(a)(vii)  and  22.2,  pro
     forma Accounting Periods) of the Company (taken together  as
     one period) means the Interest accrued during such period as
     an obligation of any member or members of the Group (whether
     or  not  paid or capitalised during or deferred for  payment
     after  such  period) adjusted to take account of any  amount
     constituting Interest receivable by any members of the Group
     under  interest rate and/or currency hedging  agreements  or
     instruments  under which all parties are in compliance  with
     their payment and other material obligations, all determined
     on a consolidated basis and (subject only as may be required
     in  order  to reflect the express inclusion or exclusion  of
     items  as  specified in this definition) in accordance  with
     the  Applicable Accounting Principles and as  shown  in  the
     consolidated   Accounts  of  the  Group  for   such   annual
     Accounting  Period  or  for the Accounting  Periods  falling
     within such period.

     "Dangerous   Substance"  means  any  radioactive  emissions,
     noise,  any natural or artificial substance (whether in  the
     form  of  a  solid, liquid, gas or vapour)  the  generation,
     transportation, storage, treatment, use or disposal of which
     (whether  alone or in combination with any other  substance)
     including  (without  limitation)  any  controlled,  special,
     hazardous,  toxic,  radioactive or  dangerous  substance  or
     waste,  gives rise to a risk of causing harm to man  or  any
     other  living organism or damaging the Environment or public
     health or welfare.

     "Default"  means (a) any Event of Default or (b)  any  event
     which,  with the giving of notice and/or the expiry  of  any
     cure  period and/or fulfilment of any other condition (apart
     from  the  mere  occurrence of such  event)  stated  in  any
     Finance  Document  would be or become an Event  of  Default,
     provided  that  any  such event which by reason  of  express
     provisions in any Finance Document requires the satisfaction
     of  a  condition as to materiality before it may  become  an
     Event  of  Default  shall  not  be  a  Default  unless  that
     condition is satisfied.

     "Director General" means the person appointed from  time  to
     time  by  the  Secretary  of State to  hold  office  as  the
     Director  General of Electricity Supply for the  purpose  of
     the Act.

     "EBDR"  means the rate, as determined by the Facility  Agent
     at  or  about  11.00  a.m.  on the Utilisation  Date  for  a
     Utilisation by way of a Bill, at which Eligible Bills of  an
     equivalent  tenor  to  such Bill can be  discounted  in  the
     London discount market at or about that time.

     "Eligible  Bill" means a Sterling Bill of exchange  eligible
     for rediscounting at the Bank of England.

     "Encumbrance"  means any standard security,  assignation  in
     security, bond and floating charge, mortgage, pledge,  lien,
     charge,  assignment  for the purpose of providing  security,
     hypothecation, right in security, security interest or trust
     arrangement for the purpose of providing security,  and  any
     other  security  agreement or other arrangement  having  the
     effect of providing security (including, without limitation,
     the  deposit  of monies or property with a person  with  the
     primary  intention of affording such person a right of  set-
     off or lien).

     "Environment" means all, or any of, the following media, the
     air (including, without limitation, the air within buildings
     and  the  air  within  other natural or man-made  structures
     above   or   below   ground),  water   (including,   without

<PAGE> 9
     limitation,  ground and surface water) and land  (including,
     without limitation, surface and sub-surface soil).

     "Environmental Claim" means any claim by any person:

     (a)  in  respect  of  any  loss  or  liability  suffered  or
          incurred by that person as a result of or in connection
          with any violation of Environmental Law; or

     (b)  that  arises  as  a  result of or  in  connection  with
          Environmental Contamination and that could give rise to
          any  remedy or penalty (whether interim or final)  that
          may  be enforced or assessed by private or public legal
          action   or   administrative  order   or   proceedings,
          including  without limitation, any such  claim  arising
          from injury to persons, property or natural resources.

     "Environmental  Contamination" means each of  the  following
          and their consequences:

     (a)  any  release,  emission, leakage  or  spillage  of  any
          Dangerous Substance at or from any site owned, occupied
          or used by any member of the Group into any part of the
          Environment; or

     (b)  any  accident, fire, explosion or sudden event  at  any
          site owned, occupied or used by any member of the Group
          which   is   directly  or  indirectly  caused   by   or
          attributable to any Dangerous Substance; or

     (c)  any other pollution of the Environment.

     "Environmental  Law" means all applicable  laws  (including,
     without  limitation,  common  law),  regulations,  directing
     codes of practice, circulars, guidance notices and the  like
     having  legal  effect  (whether in  the  United  Kingdom  or
     elsewhere) concerning pollution or the protection  of  human
     health, the Environment, the conditions of the work place or
     the   generation,  transportation,  storage,  treatment   or
     disposal of Dangerous Substances.

     "Environmental   Licence"   means   any   permit,   licence,
     authorisation,  consent or other approval  required  by  any
     Environmental Law.

     "Event  of Default" means, subject to Clause 23.3,   any  of
     the events specified in Clause 23.1.

     "Exceptional Items" has the meaning given to it in Financial
     Reporting  Standard  3  issued by the  Accounting  Standards
     Board  (as  in force at the date hereof), but shall  exclude
     any  items  falling within the definition  of  Extraordinary
     Items.

     "Extraordinary  Items"  has  the  meaning  given  to  it  in
     Financial  Reporting  Standard 3 issued  by  the  Accounting
     Standards  Board but in addition shall include  those  items
     listed in paragraph 20 thereof.

     "Facility" means:

     (a)  when  designated  "Tranche 1", the term  loan  facility
          referred to in Clause 2.1(a);

     (b)  when  designated  "Tranche 2", the term  loan  facility
          referred to in Clause 2.1(b);

<PAGE> 10
     (c)  when  designated "Tranche 3", the revolving credit  and
          bill acceptance facility referred to in Clause 2.1(c);

     (d)  without  any such designation, the Tranche 1  Facility,
          the  Tranche  2 Facility or the Tranche 3 Facility,  as
          the context requires.

     "Facility Office" in relation to a Bank means:-

     (a)  the  office  of  that Bank in the United Kingdom  whose
          address  appears  under its name in Schedule  B  or  is
          specified  for  this  purpose in the  schedule  to  the
          Substitution  Certificate or in any other  document  by
          which  such  Bank  became party to or  acquired  rights
          under this Agreement; and/or

     (b)  any  (and  each)  other office in  the  United  Kingdom
          notified  by  that  Bank  to  the  Facility  Agent   in
          accordance with Clause 29.6 as the office through which
          that Bank will participate in the Facilities or any  of
          them.

     "Finance  Documents"  means  this  Agreement,  the  Security
     Documents,  any  Bill, the Intercreditor Agreement  and  any
     other document designated as such by the Facility Agent  and
     the Company together.

     "Finance Party" means each Arranger, each Bank, the Security
     Agent   and  the  Facility  Agent  (together  the   "Finance
     Parties").

     "Grid  Shares" means shares in the capital of  The  National
     Grid  Holding  plc beneficially owned by the Target  at  the
     date hereof.

     "Group" means the Company and its Subsidiaries from time  to
     time.

     "Guarantor" means each of the Company and Bidco.

     "Holding  Company" means, in relation to a  body  corporate,
     any other body corporate of which it is a Subsidiary.

     "Information  Memorandum"  means an  information  memorandum
     relating  to  the Group as, when and if agreed  between  the
     Company and the Arrangers for use in the syndication of  the
     Facilities.

     "Intercreditor Agreement" means an agreement in  the  agreed
     form  made  or to be made between the Company,  the  Finance
     Parties  and  the  creditors  from  time  to  time  for  any
     Subordinated Debt.

     "Interest" means:

     (a)  interest and amounts in the nature of interest  accrued
          (including,  without limitation, the interest  elements
          of finance leases);

     (b)  prepayment  penalties or premiums incurred in  repaying
          or prepaying any Borrowing;


<PAGE> 11
     (c)  discount  fees and acceptance fees payable or  deducted
          in respect of any Borrowing (including all fees payable
          in  connection with any letter of credit, guarantee  or
          acceptance); and

     (d)  any  other costs, expenses and deductions of  the  like
          effect  (including,  without limitation,  the  interest
          element of finance leases) and any net payment (or,  if
          appropriate in the context, receipt) under any interest
          rate  hedging  agreement  or  instrument,  taking  into
          account  any  premiums payable for  the  same  and  the
          interest element of any net payment (plus or minus  any
          accrued  exchange gains or losses) under  any  currency
          hedging instrument or arrangement and dividends.

     For  the avoidance of doubt, "Interest" includes commitment,
     utilisation  and  non-utilisation fees  (including,  without
     limitation,  those payable hereunder) but  excludes  agent's
     and  front-end,  management, arrangement  and  participation
     fees  with  respect  to  any Borrowing  (including,  without
     limitation,  those  payable  hereunder)  and  any   up-front
     premium  or  front-end fee payable pursuant to any  interest
     rate hedging agreement or instrument.

     "Interest  Date" means, in relation to any  Advance  or  any
     overdue  amount, the last day of an Interest Period relating
     thereto.

     "Interest Period" means, in relation to any Advance or Bill,
     each (or the) period determined in accordance with Clause 10
     or  Clause  6.2(e)  respectively, and, in  relation  to  any
     overdue  amount,  each period determined in accordance  with
     Clause 11.3.

     "LIBOR"  in relation to any Advance for any Interest  Period
     relating thereto, means the arithmetic mean (rounded upward,
     if  necessary,  to  four decimal places) of  the  respective
     rates,  as  supplied to the Facility Agent at  its  request,
     quoted  by  the  Reference Banks to  leading  banks  in  the
     ordinary  course of business in the London Interbank  Market
     at  or  about  11.00 a.m. on the first day of such  Interest
     Period for the offering of deposits in the currency of  such
     Advance  for  the  same  period  as  such  Interest  Period,
     provided that if any of the Reference Banks shall be  unable
     or  otherwise fails so to supply such offered rate  by  1.00
     p.m. on the required date, "LIBOR" for the relevant Interest
     Period  shall be determined, on the basis of the  quotations
     of the remaining Reference Banks.

     "Licence" means a public electricity supply licence held  by
     a member of the Group and issued pursuant to Section 6(1) of
     the Act, as modified or supplemented from time to time.

     "Licenceholder"  means at any time a  member  of  the  Group
     which then holds a Licence.

     "Licence  Undertaking"  means any and  each  undertaking  or
     assurance given in connection with the Offer by any  one  or
     more  of  CSW,  the  Company, Bidco or  the  Target  or  any
     Affiliate  of  any of them to the Director  General  or  the
     Secretary   of   State  concerning  the  management   and/or
     ownership of and/or other matters concerning the Target once
     it has become a Subsidiary of the Company.

     "Majority Banks" means at any time:

     (a)  whilst  no  Advance or Bill is outstanding, a  Bank  or
          Banks the aggregate amount of whose Commitments at  the
          relevant  time represents by value more than  sixty-six
          and  two-thirds  per cent. (66 2/3%) of  the  aggregate
          Commitments at such time;

<PAGE> 12
     (b)  if  an  Advance or Bill is then outstanding, a Bank  or
          Banks  the  aggregate  of whose participations  in  the
          Advances and aggregate potential liability under  Bills
          outstanding at such time represents by value more  than
          sixty-six  and two-thirds per cent. (66  2/3%)  of  the
          aggregate  of all the Advances and all the  Outstanding
          Liability  Amounts  of all Bills  outstanding  at  such
          time;

     provided that whilst the Original Banks are the only  Banks,
     the  term  "Majority  Banks" shall mean  all  of  the  Banks
     together.

     "Margin"  means a rate per annum determined by reference  to
     columns  1  and  3  of the table below (when  used  for  the
     purpose  of  determining  any  rate  of  interest  to  apply
     hereunder to any Tranche 1 Advance  or to any amount payable
     in respect of a Tranche 1 Advance or calculated by reference
     to  any  Tranche  1  Commitment or which in  the  reasonable
     opinion  of  the  Facility Agent,  whose  opinion  shall  be
     conclusive  in the absence of manifest error,  is  otherwise
     referable to a Tranche 1 Advance or any one or more  of  the
     Tranche 1 Commitments) or by reference to columns 1 and 2 of
     the table below (for any other purpose):

                  (1)                (2)            (3)
            Ratio set out in    Margin (p.a.)  Margin (p.a.)
            Clause 22.1 (a)
     (a) Greater than 65:100         1.00%          0.75%

     (b) Equal to or less than       0.75%          0.50%
         65:100 but greater
         than 60:100
     (c) Equal to or less than       0.50%         0.375%
         60:100 but greater
         than 55:100
     (d) Equal to or less than      0.325%          0.25%
         55:100

     For  this purpose the ratio set out in Clause 22.1(a)  shall
     be   determined  by  reference  to  (a)  where  the  Company
     considers that such ratio has changed (in each case  on  one
     occasion only) sufficiently as a result of the prepayment of
     outstanding  Tranche 1 Advances consequent on  the  sale  of
     Grid  Shares  and/or the sale of receivables and application
     of  the  proceeds in reduction of Borrowings that the Margin
     should be reduced in accordance with the foregoing table,  a
     certificate  of  the Company in a form satisfactory  to  the
     Facility  Agent, acting reasonably, confirming the  relevant
     occurrence and setting out the calculation of the  resulting
     ratio,  and/or  (b) the Accounts for each  quarterly  and/or
     annual  Accounting  Period delivered to the  Facility  Agent
     pursuant to Clause 21.2(a)(i) or Clause 21.2(a)(ii) and  the
     supporting report and/or certificate referred to  in  Clause
     21.2(a)(iii)  or  (iv) (as appropriate).  The  Margin  being
     determined  shall  be  that set out in the  relevant  column
     opposite the relevant ratio level and shall have effect from
     (and  including) (in the case of a determination as provided
     in  (a)  above)  the  date of delivery  of  the  certificate
     therein   referred  to  (including  with  respect   to   the
     determination of rates of interest for Interest Periods then
     current)  or (in the case of a determination as provided  in
     (b)  above) the Accounting Date as at and for the Accounting
     Period ended on which such Accounts have been prepared  (but
     only with respect to  the determination of rates of interest
     for  Interest Periods commencing after that Accounting  Date
     and then only where the relevant interest has not fallen due
     for  payment prior to the date of delivery of such  Accounts

<PAGE> 13
     and  report  and/or certificate), in each  case  until  (but
     excluding) the effective date for any subsequent  change  in
     the    Margin    in   accordance   with   this   definition.
     Notwithstanding the foregoing:

     (a)  for  the period from the date hereof to (but excluding)
          the  effective  date for any change in  the  Margin  in
          accordance with this definition , the applicable Margin
          shall  be  that stated in the relevant column  in  line
          (a); and

     (b)  where  any  such Accounts or report and/or  certificate
          for  any such Accounting Period have not been delivered
          to the Facility Agent on or before the last day for the
          delivery  of  such Accounts in compliance  with  Clause
          21.2(a), the applicable Margin shall be that stated  in
          the  relevant  column in line (a)  (if  any  Tranche  1
          Advances are then outstanding or if the Margin  was  at
          that  level  on such last day) or in line (b)  (in  any
          other  case), until (but excluding) the effective  date
          for  any  subsequent determination  of  the  Margin  in
          accordance with this definition; and

     (c)  if at the time when the Margin would otherwise decrease
          in  accordance with the foregoing a Default  exists  of
          which  notice has been given by the Facility  Agent  to
          the  Company  (whether pursuant to  Clause  23.2(a)  or
          otherwise) such decrease shall not take effect for  any
          purpose before the date when such Default is cured (and
          the  Facility  Agent is notified of that  fact  by  the
          Company in writing) or waived by a Waiver Letter  which
          makes reference to this paragraph of this definition.

     "Material Adverse Effect" means any effect which  is  or  is
     reasonably likely:

     (a)  to  be  materially adverse to (i) the  ability  of  the
          Company,  Bidco  or the Target to perform  its  payment
          obligations under any of the Finance Documents, or (ii)
          the  financial condition of the Group taken as a whole;
          and/or

     (b)  to  result in modification of the Licence in any manner
          which  in the reasonable opinion of the Majority  Banks
          would  have (whether immediately or over time but prior
          to  the  Tranche 2/3 Repayment Date) a Material Adverse
          Effect as described in paragraph (a) above; and/or

     (c)  result in the termination of the Licence without a  new
          public   electricity   supply  licence   being   issued
          simultaneously   to  the  Company  or  a   wholly-owned
          Subsidiary  pursuant to Section 6(1) of the  Act  whose
          terms are not materially less favourable than those  of
          the Licence.

     "Maturity  Date"  means the last day of the Interest  Period
     relative to a Bill.

     "Obligor" means each Borrower and each Guarantor.

     "Offer"  means the offers for the Shares to be  made  by  CS
     First Boston Limited on behalf of Bidco substantially on the
     terms  and  conditions referred to in the Press Release,  as
     the same may be amended, varied or waived in compliance with
     Clause 21.10.

     "Offer  Costs"  means  all banking,  brokerage,  accounting,
     legal, public relations and other fees and commissions, out-
     of-pocket   costs  and  expenses  and  stamp,  registration,
     transfer and similar taxes incurred by or on behalf  of  the
     Company  or any Subsidiary thereof (including any member  of

<PAGE> 14
     the Target Group which becomes such a Subsidiary pursuant to
     the  Offer)  in connection with the negotiation, preparation
     and  execution of this Agreement or otherwise in  connection
     with the Offer.

     "Offer Document" means the document in the agreed form to be
     delivered  to the shareholders of the Target containing  the
     formal Offer.

     "Offer  Termination  Date"  means  the  earliest  date   (as
     notified by Bidco to the Facility Agent in writing) on which
     all  of  the  following have occurred: (a) all  payments  in
     respect of acceptances of the cash alternative in the  Offer
     have been made in full, (b) no further such acceptances  are
     possible, and (c) all procedures pursuant to section 428  et
     seq.   Companies  Act  1985  which  are  capable  of   being
     implemented  have  been completed and all payments  pursuant
     thereto  to  shareholders in the Target have  been  made  in
     full.

     "Option Schemes" means the Target's savings related employee
     share  schemes  and  executive share option  schemes  as  in
     effect at the Unconditional Date.

     "Optionholders" means holders for the time being of  options
     issued under any of the Option Schemes.

     "Outstanding  Liability  Amount" means  in  relation  to  an
     outstanding Bill, the full face amount thereof.

     "Panel" means The Panel on Takeovers and Mergers.

     "Pooling and Settlement Agreement" means an agreement  dated
     30th  March, 1990 made by the Target with the National  Grid
     Company  plc and others setting out the rules and procedures
     for  the operation of an electricity trading pool and  of  a
     settlement  system  and,  while the  same  has  effect,  the
     "Initial  Settlement Agreement" also dated 30th March,  1990
     and  made between the same parties, as amended from time  to
     time.

     "Power  of Attorney" means a Power of Attorney issued  by  a
     Borrower to the Facility Agent substantially in the form set
     out in Schedule I.

     "Press  Release" means the agreed form of press  release  by
     which the Offer is announced.

     "Principal  Subsidiary" means each member of the  Group  (a)
     which  is  a  Licenceholder, or (b)  whose  pre-tax  profits
     represent at least ten per cent. of the consolidated pre-tax
     profits  of the Group, or (c) the book value of whose  gross
     assets represents at least ten per cent. of the consolidated
     gross assets of the Group, and for this purpose:

     (i)  in the case of a company which itself has Subsidiaries,
          the calculation shall be made by using the consolidated
          pre-tax profits or gross assets, as the case may be, of
          it and its Subsidiaries;

     (ii) all  calculations  of consolidated pre-tax  profits  or
          gross assets shall be made by reference to:

          (A)  the  latest accounts of the relevant company  (or,
               as  the  case  may  be,  a  consolidation  of  the
               accounts of it and its Subsidiaries) used for  the
               purpose of the then latest unaudited quarterly  or

<PAGE> 15
               audited annual consolidated Accounts of the  Group
               delivered to the Facility Agent under Clause 21.2;
               and

          (B)  those   unaudited  quarterly  or  audited   annual
               consolidated Accounts (as the case may be) of  the
               Group;

          and shall  be  made  in accordance with the  Applicable
          Accounting Principles;

     (c)  the  Target  (once  it  becomes  a  Subsidiary  of  the
          Company)  shall be deemed to be a Principal  Subsidiary
          until  it  is shown to the Facility Agent's  reasonable
          satisfaction  not  to be a Principal  Subsidiary  under
          paragraph (b) above;

     (d)  any  member  of  the  Group which is  not  a  Principal
          Subsidiary to which any Principal Subsidiary  transfers
          in any annual Accounting Period any fixed assets in any
          transaction or series of transactions (related or  not)
          with  an aggregate book value or market value in excess
          of 25,000,000 pounds shall be deemed to be a  Principal
          Subsidiary (and the Principal Subsidiary from which the
          assets were transferred shall be deemed to continue  to
          be a Principal Subsidiary) unless and until it is shown
          (in  each such case) to the Facility Agent's reasonable
          satisfaction  not  to be a Principal  Subsidiary  under
          paragraph (b) above;

     (e)  in  the event of any dispute as to whether a Subsidiary
          is  or  is  not at any time a Principal Subsidiary  the
          question   shall  be  referred  to  the  Auditors   for
          determination according to the foregoing provisions  of
          this  definition (acting as experts at the cost of  the
          Company)  and  their decision shall be  conclusive  and
          binding  on  the  parties  hereto  in  the  absence  of
          manifest error.

     "Project  Finance  Subsidiary" means any Subsidiary  of  the
     Company (other than a Licenceholder):

     (a)  which  is a company whose principal assets and business
          are   constituted   by   the  ownership,   acquisition,
          development  and/or  operation  of  an  asset   whether
          directly or indirectly;

     (b)  none of whose Borrowings in respect of the financing of
          such   ownership,   acquisition,   development   and/or
          operation  of  an  asset  benefits  from  any  recourse
          whatsoever to any member of the Group (other  than  the
          Subsidiary   itself   or   another   Project    Finance
          Subsidiary) in respect of the repayment thereof, except
          as  expressly referred to in paragraph (b)(iii) of  the
          definition  of  Project Finance  Indebtedness  in  this
          Clause 1.1; and

     (c)  which  has  been designated as such by the  Company  by
          written notice to the Facility Agent, provided that the
          Company  may give written notice to the Facility  Agent
          at  any time that any Project Finance Subsidiary is  no
          longer a Project Finance Subsidiary, whereupon it shall
          cease to be a Project Finance Subsidiary.

     "Project  Finance  Indebtedness" means any  Borrowing  which
     finances  the  acquisition,  development,  ownership  and/or
     operation of an asset:

     (a)  which is incurred by a Project Finance Subsidiary; or

<PAGE> 16
     (b)  in  respect of which the person or persons to whom such
          Borrowing  is  or  may be owed by the  relevant  debtor
          (whether or not a member of the Group) has or  have  no
          recourse  whatsoever to any member of the Group  (other
          than to a Project Finance Subsidiary) for the repayment
          thereof other than:

          (i)  recourse to such debtor for amounts limited to the
               cash  flow  or net cash flow (other than  historic
               cash  flow  or historic net cash flow)  from  such
               asset; and/or

          (ii) recourse  to such debtor for the purpose  only  of
               enabling amounts to be claimed in respect of  such
               Borrowing  in  an  enforcement of any  Encumbrance
               given  by  such  debtor over  such  asset  or  the
               income,  cash  flow  or  other  proceeds  deriving
               therefrom (or given by any shareholder or the like
               in  the debtor over its shares or like interest in
               the   capital  of  the  debtor)  to  secure   such
               Borrowing,  provided that (I) the extent  of  such
               recourse to such debtor is limited solely  to  the
               amount   of  any  recoveries  made  on  any   such
               enforcement, and (II) such person or  persons  are
               not  entitled,  by virtue of any  right  or  claim
               arising  out of in connection with such Borrowing,
               to  commence  proceedings for the  winding  up  or
               dissolution of the debtor or to appoint or procure
               the  appointment  of  any  receiver,  trustee   or
               similar  person  or  officer  in  respect  of  the
               borrower or any of its assets (save only  for  the
               assets the subject of such Encumbrance); and/or

          (iii) recourse  to  such  debtor  generally,   or
               directly  or indirectly to a member of the  Group,
               under  any  form  of  assurance,  undertaking   or
               support, which recourse is limited to a claim  for
               damages (other than liquidated damages and damages
               required to be calculated in a specified way)  for
               breach  of  an  obligation (not  being  a  payment
               obligation or an obligation to procure payment  by
               another or an indemnity in respect thereof or  any
               obligation  to comply or to procure compliance  by
               another  with any financial ratios or other  tests
               of financial condition) by the person against whom
               such recourse is available.

     "Recognised Bank" means at any time:

     (a)  a  bank  which is recognised by the Inland  Revenue  as
          carrying on a bona fide banking business in the  United
          Kingdom  for the purposes of Section 349 of the  Income
          and  Corporation Taxes Act 1988 (or any  statutory  re-
          enactment or modification thereof, in substantially the
          same  form and content as at the date hereof) and which
          brings  into  account  as  a trading  receipt  of  that
          business  all  payments  of  interest  received  by  it
          hereunder; or

     (b)  if   at  any  time  Section  349  of  the  Income   and
          Corporation Taxes Act 1988 (or a statutory re-enactment
          or modification thereof, in substantially the same form
          and  context as at the date hereof) shall  not  at  any
          time  continue  in full force and effect  or  shall  be
          modified  with the result that a bank or certain  banks
          shall cease to be so recognised, a bank carrying  on  a
          bona  fide banking business in the United Kingdom which
          brings  into  account  as  a trading  receipt  of  that
          business  all  payments  of  interest  received  by  it
          hereunder.

<PAGE> 17
     "Reference  Banks"  means the principal  London  offices  of
     Citibank,  N.A., Credit Suisse and Union Bank of Switzerland
     and/or  of such other Banks (if any) as may become Reference
     Banks pursuant to Clause 29.5.

     "Repayment  Date" means each of (a) the date 364 days  after
     the  date on which the first Tranche 1 Advance shall be made
     hereunder  (the  "Tranche 1 Repayment Date"),  and  (b)  the
     fifth  anniversary of the Unconditional Date  (the  "Tranche
     2/3 Repayment Date").

     "Request"  means a request, substantially  in  the  form  of
     Schedule  C Part I or Part II (as appropriate),  made  by  a
     Borrower to the Facility Agent for an Advance to be made  or
     for a Bill to be accepted under this Agreement.

     "Reservations"  means the principle that equitable  remedies
     are  remedies  which  may  be  granted  or  refused  at  the
     discretion  of  the court, the limitation of enforcement  by
     laws   relating  to  bankruptcy,  insolvency,   liquidation,
     reorganisation, court schemes, moratoria, administration and
     other laws generally affecting the rights of creditors,  the
     time  barring  of  claims  under the  Limitation  Acts,  the
     possibility that following the judgement in the case  of  In
     re  Charge  Card  Services Limited  (1986)  it  may  not  be
     possible for a bank to obtain a charge to secure obligations
     owed  to  it  over monies deposited with it, the possibility
     that  an undertaking to assume liability for or to indemnify
     a  person against non-payment of UK stamp duty may be  void,
     defences  of set-off or counterclaim and similar principles,
     rights   and   defences  under  the  laws  of  any   foreign
     jurisdictions in which relevant obligations may have  to  be
     performed.

     "Same Day Funds" means freely transferable funds denominated
     in  Sterling settled for same day value through the Clearing
     House   Automated  Payment  System  or  through  such  other
     clearing  system as the Facility Agent shall notify  to  the
     Company  and the Banks as being customary for the settlement
     of  Sterling transactions of the type contemplated  by  this
     Agreement.

     "Secretary  of  State"  means  the  Secretary  of  State  as
     referred to in the Act.

     "Security  Documents"  means  the  Debenture  of  even  date
     herewith executed by both the Company  and  Bidco,  together
     with such other documents (if any)  as  may  be  required to
     be entered into by the  Company and/or Bidco pursuant to the
     terms thereof.

     "Shares"  means existing unconditionally allotted or  issued
     and  fully paid shares in the Target and any further  shares
     in  the  Target which are unconditionally allotted or issued
     before  the  date on which the Offer ceases to be  open  for
     acceptances  (or  such earlier date as the Company  and  the
     Banks  may, subject to the Code agree) upon the exercise  of
     any options granted under the Option Schemes or otherwise.

     "Sterling"  and "pound" means the lawful currency for  the  time
     being of the United Kingdom.

     "Subordinated Debt" means separate unsecured  loans  to  the
     Company  from CSW and/or any other person permitted pursuant
     to  Clause  21.6(c) which (a) have a maturity  date  falling
     after the Tranche 2/3 Repayment Date, (b) are not capable of
     acceleration whilst any amount may be or become  payable  by
     any  Obligor hereunder or any of the Commitments  remain  in
     effect,  (c)  are  subordinated  (as  regards  priority   of
     payment,  ranking,  rights  of  enforcement  and  all  other

<PAGE> 18
     rights)  as  to  principal, interest and all  other  amounts
     payable  on  or  in respect thereof and any and  all  claims
     (including for damages) related thereto to all amounts which
     may  be  or become payable by the Company under the  Finance
     Documents   on  the  terms  set  out  in  the  Intercreditor
     Agreement.

     "Subscription  Agreement" means the  subscription  agreement
     made or to be made between the Company and CSW in the agreed
     form pursuant to which CSW agrees to subscribe for shares in
     the  capital of the Company and/or Subordinated Debt of  the
     Company.

     "Subsidiary"  means (a) a subsidiary as defined  in  Section
     736  of  the  Companies  Act 1985  as  amended,  and  (b)  a
     subsidiary  undertaking as defined in  Section  258  of  the
     Companies  Act  1985  as amended, or, in  either  case,  any
     statutory re-enactment or replacement thereof, provided that
     an  entity  falling  only within paragraph  (b)  shall  come
     within  the definition of "Subsidiary" only (i) if it  is  a
     Licenceholder  (in which case it shall be a  Subsidiary  for
     all purposes of this Agreement) and/or (ii) for the purposes
     of  Clauses 21.4, 21.6(a) and 22 (and the defined terms used
     in  those  Clauses)  and all Accounts  and  other  financial
     information to be delivered pursuant to Clause 21.2.

     "Substitution Certificate" has the meaning ascribed to it in
     Clause 29.4 (together the "Substitution Certificates"),  and
     references to "substitutes" shall be construed as references
     to  persons  becoming  party to this Agreement  pursuant  to
     Substitution Certificates.

     "Target" means SEEBOARD plc.

     "Target  Group"  means Target and all those companies  which
     immediately  prior  to  the  first  Utilisation   Date   are
     Subsidiaries  of  Target  and  will  remain  so  immediately
     thereafter.

     "Taxes"  means  all  income  and  other  taxes  and  levies,
     imposts, duties, charges, deductions and withholdings in the
     nature  or on account of tax together with interest  thereon
     and penalties with respect thereto, if any, and any payments
     made  on  or  in  respect thereof, and "Tax" and  "Taxation"
     shall be construed accordingly.

     "Transaction  Documents" means the  Finance  Documents,  the
     Subscription Agreement, the Licence and any and each Licence
     Undertaking.

     "Unconditional  Date" means the date upon  which  the  Offer
     becomes or is declared unconditional in all respects without
     any breach of Clause 21.10.

     "Utilisation" means a utilisation of a Facility  under  this
     Agreement, being, when designated "Tranche 1", a utilisation
     of the Tranche 1 Facility by way of Advance, when designated
     "Tranche 2", a utilisation of the Tranche 2 Facility by  way
     of  Advance, and  when designated "Tranche 3", a utilisation
     of the Tranche 3 Facility by way of Advance or Bill.

     "Utilisation  Date"  means in relation to  each  Advance  or
     Bill,  the  date  specified as such in the relative  Request
     therefor  or,  on and after the making and/or issue  thereof
     pursuant  to  such Request, the date on which  it  was  made
     and/or issued.

     "Waiver  Letter" means any letter or other document  setting
     out  the  terms (if any) upon which (a) compliance with  any
     provision  of  any Finance Document is waived,  or  (b)  any

<PAGE> 19
     amendment to or variation of or departure from the terms  of
     any  Finance  Document is approved, or (c)  any  consent  or
     approval required or requested to be given is given, in each
     case  by  the  Facility  Agent with  the  agreement  of  the
     Majority  Banks  or  if so required by  the  terms  of  this
     Agreement or any other Finance Document, all of the Banks.

1.2  Construction

     In this Agreement, save where the context otherwise requires:-

     (a)  references  to  documents being in  the  "agreed  form"
          means  documents either (i) in a form previously agreed
          in  writing by or on behalf of the Facility  Agent  and
          the Company, or (ii) in form and substance satisfactory
          to the Original Banks and initialled by or on behalf of
          the  Company and the Facility Agent on or prior to  the
          date  hereof  for  the purposes of  identification,  or
          (iii)  in  a  form  substantially as  set  out  in  any
          Schedule  to  any  Finance Document, or  (iv)  (if  not
          falling  within  (i)  to  (iii)  above)  in  form   and
          substance  satisfactory to the  Original  Banks  acting
          reasonably;

     (b)  references to "assets" shall include revenues  and  the
          right  thereto and property and rights of  every  kind,
          present, future and contingent and whether tangible  or
          intangible    (including   uncalled   share    capital)
          references to "shares" shall include stock;

     (c)  the  expressions  "hereof", "herein",  "hereunder"  and
          similar expressions shall be construed as references to
          this Agreement as a whole (including all Schedules) and
          shall  not  be  limited  to the  particular  clause  or
          provision in which the relevant expression appears, and
          references to "this Agreement" and all like indications
          shall   include   references  to  this   Agreement   as
          supplemented   by   the   Accession   Agreements,   the
          Substitution Certificates, the Waiver Letters  and  any
          other agreement or instrument supplementing or amending
          this Agreement;

     (d)  references to "indebtedness" shall be construed  so  as
          to include any obligation or liability (whether present
          or  future,  actual  or contingent)  for  the  payment,
          repayment or redemption of any obligation expressed  by
          reference  to monetary value or quantity  or  value  of
          commodities (whether such obligation is performable  by
          the payment of money or in some other way);

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

     (f)  references to any of the Transaction Documents and  any
          other agreement or instrument shall be construed  as  a
          reference  to the same as amended, varied, supplemented
          or   novated  from  time  to  time  (including,   where
          relevant,    by   any   Accession   Agreement    and/or
          Substitution Certificate);

     (g)  unless  otherwise specified, references to Clauses  and
          Schedules  are references to, respectively, clauses  of
          and schedules to this Agreement;

     (h)  words  importing the singular shall include the  plural
          and vice versa;

<PAGE> 20
     (i)  references (by whatever term, including by name) to the
          Company, Bidco, the Target, each Obligor, the Arranger,
          each Bank, each Reference Bank, the Facility Agent, the
          Security  Agent, CSW or the parties to  this  Agreement
          shall, where relevant and subject as otherwise provided
          in  this Agreement, be deemed to be references to or to
          include,  as  appropriate, their respective successors,
          replacements  and assigns, transferees and  substitutes
          permitted   by  the  terms  of  the  relevant   Finance
          Documents;

     (j)  reference to a time of day is, unless otherwise stated,
          a  reference to London time and references to a "month"
          are references to a period starting on a particular day
          in  a  calendar  month and ending  on  the  numerically
          corresponding  day in the next calendar month  provided
          that  if  a period starts on the last day in a calendar
          month  or if there is no numerically corresponding  day
          in  the  month in which the relevant period ends,  that
          period  shall,  save  as  otherwise  provided  in  this
          Agreement, end on the last day in such later month (and
          references to "months" shall be construed accordingly).

     (k)  the  contents page of, and headings in, this  Agreement
          are  for  convenience  only and  shall  be  ignored  in
          construing this Agreement;

     (l)  all   references  to  statutes  and  other  legislation
          include  all  re-enactments  and  amendments  of  those
          statutes and that legislation;

     (m)  an   outstanding  Bill  is  "repaid"  or  "prepaid"  by
          providing  (in accordance with the terms  hereof)  cash
          cover  therefor in the same currency as that  in  which
          such  Bill  is  denominated in an amount determined  in
          accordance   with   Clause  6.13,   by   reducing   the
          Outstanding  Liability  Amount  of  such  Bill  or   by
          cancelling such Bill and returning the original to  the
          Facility  Agent  on behalf of the Banks which  accepted
          the  same  (as appropriate) or providing other evidence
          (in  form  and  substance satisfactory to the  Facility
          Agent) that no further liability exists thereunder  for
          any  Bank; references to Utilisations being prepaid are
          to   be   construed   accordingly  insofar   as   those
          Utilisations involve Bills;

     (n)  an amount "outstanding" at any time under or in respect
          of  a  Bill (or the "principal amount" thereof  at  any
          time) is the Outstanding Liability Amount of such  Bill
          and  a  "drawing" under the Tranche 3 Facility includes
          the  acceptance of a Bill by a Bank and each  provision
          of  this  Agreement  which contains  reference  to  the
          concepts  contained  in  this paragraph  (n)  shall  be
          construed accordingly;

     (o)  any reference to "certificate", "certification" (or any
          like  term)  in  relation  to  an  amount  shall  be  a
          reference to a certificate containing such detail as is
          reasonably  necessary in order to  determine  how  such
          amount was calculated; and

     (p)  any  reference to a document being "certified" means  a
          document  certified by an Authorised Signatory  of  the
          party  providing the document, or by lawyers acting  on
          his  behalf,  as  being genuine and in full  force  and
          effect and, if a copy, a true and complete copy of  the
          original.

<PAGE> 21
2.   FACILITIES AND RELATED MATTERS

2.1  Facilities

     Subject to the terms of this Agreement, and in reliance upon
     the representations and warranties set out in Clause 20.1 as
     repeated  from  time to time pursuant to  Clause  20.2,  the
     Banks   grant  to  the  relevant  Borrowers  the   following
     facilities:

     (a)  Tranche  1  Facility:  a  term loan  facility  whereby,
          subject as aforesaid, the Banks, when requested by  the
          Company  pursuant  to a Request, will  make  Tranche  1
          Advances denominated in Sterling to the Company  during
          the  Tranche  1/2 Availability Period in  an  aggregate
          principal amount not exceeding the aggregate Tranche  1
          Commitments;

     (b)  Tranche  2  Facility:  a  term loan  facility  whereby,
          subject as aforesaid, the Banks, when requested by  the
          Company  pursuant  to a Request, will  make  Tranche  2
          Advances denominated in Sterling to the Company  during
          the  Tranche  1/2 Availability Period in  an  aggregate
          principal amount not exceeding the aggregate Tranche  2
          Commitments; and

     (c)  Tranche   3  Facility:  a  revolving  credit   facility
          whereby,   subject  as  aforesaid,  the   Banks,   when
          requested  by a Borrower or the Company pursuant  to  a
          Request, during the Tranche 3 Availability Period  will
          make  to  the  Borrower specified  in  or  giving  such
          Request  Tranche 3 Advances denominated in Sterling  or
          accept  Bills  denominated in Sterling  drawn  by  such
          Borrower,  up  to an aggregate amount at any  one  time
          outstanding with respect to all the Borrowers  and  all
          Utilisations  taken  together equal  to  the  aggregate
          Tranche 3 Commitments.

2.2  Limitations

     Subject  to  the  terms of this Agreement  unless  otherwise
     agreed by the Facility Agent and the Banks:

     (a)  no  Utilisation of any Facility may be made before  the
          Unconditional Date;

     (b)  Tranche  1 Utilisations and Tranche 2 Utilisations  may
          be made only by the Company;

     (c)  Tranche 1 Utilisations may not be made unless a  member
          of   the   Group  owns  Grid  Shares  at  the  relevant
          Utilisation Date, and may not be made on or  after  the
          later  of 31st January, 1996 and the date 30 days after
          the  date on which shares in The National Grid  Holding
          plc  are first listed on The Stock Exchange or  (if  no
          such  listing has occurred) are first able to be freely
          disposed of by holders thereof;

     (d)  the aggregate of the outstanding Tranche 3 Utilisations
          at  any  time  may not exceed the Tranche 3 Commitments
          then in effect; and

     (e)  no  Tranche 3 Utilisation may be made before there  has
          been  (or unless there is on the same day occurring)  a
          drawing of the Tranche 1 or Tranche 2 Commitments.

<PAGE> 22
2.3  Nature of the Banks' rights and obligations hereunder

(a)  Banks'  Commitments:  No Bank is obliged to  participate  in
     the making of any Utilisation (i) in the case of a Tranche 1
     Advance,  in  an  amount  exceeding its  undrawn  Tranche  1
     Commitment, (ii) in the case of a Tranche 2 Advance,  in  an
     amount exceeding its undrawn Tranche 2 Commitment, and (iii)
     in  the  case of a Tranche 3 Utilisation, if to do so  would
     cause the aggregate of the amounts of (A) its participations
     in  the Tranche 3 Advances outstanding under this Agreement,
     and  (B) the Outstanding Liability Amounts in respect of all
     outstanding  Bills  accepted by such  Bank,  to  exceed  its
     Tranche 3 Commitment.

(b)  Obligations  several:  The obligations of  each  Bank  under
     this  Agreement are several.  The failure of a Bank to carry
     out  its  obligations under this Agreement shall not relieve
     any  other  party  of  its  obligations  under  any  Finance
     Document.   No Bank shall be responsible for the obligations
     of any other Bank under this Agreement.

(c)  Agents not responsible:  The Facility Agent and the Security
     Agent, in their capacities as such, shall not be responsible
     for the non-performance by any Bank of its obligations under
     this Agreement.

(d)  Rights  several:   The obligations of each  Obligor  to  the
     Finance Parties under the Finance Documents are owed to each
     of  them  as  separate  and independent  obligations.   Each
     Finance  Party  may,  except  as  otherwise  stated  herein,
     separately  enforce its rights hereunder without joining  in
     any other Finance Party.

2.4  Nature of Borrowers' rights and obligations hereunder

(a)  Rights  and  Obligations: The obligations of  the  Borrowers
     under  this Agreement in their capacities as such  shall  be
     separate and independent and not joint and several, and  the
     Company and not the other Borrowers shall be liable for:-

     (i)  payment of all amounts becoming due under Clause 15  to
          the  extent  that  such amounts are  not  referable  to
          Utilisations   made  by  or  to  monies   received   or
          receivable  from  a  particular  Borrower  or  are  not
          otherwise  in  the reasonable opinion of  the  Facility
          Agent referable to a particular Borrower; and

     (ii) payment  of  all amounts due under Clause  24,  to  the
          extent  that in the reasonable opinion of the  Facility
          Agent  such  amounts are not referable to a  particular
          Borrower.

(b)  Facility Agent's determination: The written determination of
     the  Facility  Agent acting reasonably with  regard  to  any
     matter  which,  according  to  Clause  2.4(a),  is   to   be
     determined  according  to its reasonable  opinion  shall  be
     conclusive  save in the case of manifest error.   No  person
     shall have any recourse to the Facility Agent in relation to
     any  such determination if it proves to be the case that its
     opinion   was  incorrect  unless  the  Facility  Agent   was
     negligent or fraudulent in making any such determination.

(c)  Company as Obligors' Agent: Any and each Obligor (other than
     the  Company)  by  and upon its execution  of  an  Accession
     Agreement,  irrevocably appoints the Company to act  on  its
     behalf as its agent in relation to the Finance Documents and
     irrevocably authorises the Company on its behalf to give all
     notices and instructions (including Requests) to execute  on
     its   behalf  any  Accession  Agreement  and  to  make  such
     agreements  capable of being given or made by  such  Obligor

<PAGE> 23
     notwithstanding  that they may affect such Obligor,  without
     further reference to or the consent of such Obligor and such
     Obligor shall be bound thereby as though such Obligor itself
     had  given such notices and instructions (including, without
     limitation,   any  Requests)  or  executed  or   made   such
     agreements.

(d)  Company's  acts  binding:  Every act,  omission,  agreement,
     undertaking,   settlement,   waiver,   notice    or    other
     communication  given  or  made by  the  Company  under  this
     Agreement, or in connection with this Agreement (whether  or
     not  known to any other Obligor and whether occurring before
     or  after  such other Obligor became an Obligor  under  this
     Agreement)  shall  be binding for all purposes  on  all  the
     Obligors as if the Obligors had expressly concurred with the
     same.   In the event of any conflict between any notices  or
     other  communications of the Company and any other  Obligor,
     those of the Company shall prevail.

2.5  Issues Relative to the Offer

(a)  Each  of the Facility Agent and the Banks acknowledges  that
     issues ("Issues") involving the possibility of amendment  to
     the  Offer or waiver of or determination of satisfaction (or
     otherwise) as to conditions to the Offer are likely to arise
     which  will require to be determined at short notice if  the
     efficient conduct of the Offer is not to be impeded.

(b)  Each of the Company, Bidco, the Facility Agent and the Banks
     acknowledges  that,  depending on the  Issue  involved,  the
     agreement  of  the Banks or Majority Banks may  be  required
     before an Issue can be addressed in the manner in which  the
     Company or Bidco wishes to address it whilst complying  with
     the  provisions of Clause 21.10 and other provisions of this
     Agreement.

(c)  The  Facility Agent has identified to the Company and  Bidco
     the  names  and contact details of certain persons  to  whom
     Issues should be referred for the purpose of initiating  the
     process  by  which  any agreement of the Banks  or  Majority
     Banks  required in relation thereto may be sought.  Each  of
     the Banks has identified to the Facility Agent the names and
     contact  details  of certain persons to  whom  the  Facility
     Agent  should  in turn refer such Issues for a determination
     as  to whether such Bank will give or withhold its agreement
     where  the  agreement  of the Banks  or  Majority  Banks  is
     required.

(d)  The  Facility Agent undertakes to the Company and Bidco that
     it   will  use  its  reasonable  endeavours  to  ensure  the
     availability of appropriate personnel at all times  to  deal
     promptly  on  its behalf with any referral to  the  Facility
     Agent  and the Banks of any Issues in relation to which  any
     agreement  of  the Banks or Majority Banks is  required  and
     with  the obtaining of the decision of the Banks or Majority
     Banks  (as  appropriate) as to whether or not to  give  such
     agreement, and that it will use its reasonable endeavours to
     ensure  that  each request for any such agreement  is  dealt
     with  and  responded to by it and the Banks within the  time
     horizon communicated to it by the Company or Bidco.

(e)  Each  Bank undertakes to each of the Facility Agent and  the
     Company    and  Bidco  that  it  will  use  its   reasonable
     endeavours   to  ensure  the  availability  of   appropriate
     personnel  at all times to deal promptly on its behalf  with
     any  referral  to it by the Facility Agent of any  Issue  in
     relation  to which its agreement is requested in order  that
     its  decision  as  to  whether  to  give  or  withhold  such
     agreement  may  be  communicated promptly  to  the  Facility
     Agent,  and  that it will use its reasonable  endeavours  to
     ensure that each such request is dealt with and responded to
     within  the time horizon communicated to it by the  Facility
     Agent.

<PAGE> 24
(f)  In  addition to the undertakings of the Facility  Agent  and
     the  Banks  contained in paragraphs (d) and (e)  above,  the
     Facility  Agent and each Bank acknowledges that  (i)  during
     the final phase of the Offer period and when notified by the
     Company or Bidco, authorised Bank personnel will have to  be
     available  on a 24 hour basis to consider Issues,  and  (ii)
     failure by any Bank to give a prompt response in relation to
     any  Issue  during  such final phase  could  jeopardise  the
     success of the Offer.  Accordingly each Bank agrees that (so
     far  as practicable, and taking into account the materiality
     of  any  particular Issue) it will establish an  appropriate
     internal  approval process to enable it to  provide  such  a
     response.

3.   PURPOSE AND RESPONSIBILITY

3.1  Purpose

(a)  The  proceeds of each Advance shall be applied  only  in  or
     towards financing the following:

     (i)  in  the  case  of  Tranche  1 Advances  and  Tranche  2
          Advances, payment of Offer Costs by the Company  and/or
          subscription  in  cash for shares in Bidco  (or  making
          loans to Bidco subordinated to the obligations of Bidco
          under  the  Finance Documents on terms satisfactory  to
          the  Majority Banks) the proceeds of which will be used
          by  Bidco  to finance (A) the acquisition by  Bidco  of
          Shares pursuant to the Offer, (B) payments by Bidco  to
          the  Optionholders under proposals with respect to  the
          Option  Schemes  put  to them in  connection  with  the
          Offer,  (C) payment of Offer Costs by Bidco and/or  (D)
          the  refinancing of Borrowings by the Target from third
          parties; and

     (ii) in  the  case  of Tranche 3 Advances, (A)  the  general
          working capital requirements of the Borrowers and their
          Subsidiaries, (B) subject to the proviso set out below,
          any  of the purposes described in paragraph (ii) above,
          and   (C)  other  general  corporate  purposes  of  the
          Borrowers  and their Subsidiaries permitted  under  the
          terms  of this Agreement, provided always that no  more
          than 50,000,000 pounds may be drawn and outstanding on any
          day  as Tranche 3 Utilisations where the proceeds  have
          been  applied directly or indirectly towards  financing
          any  of the purposes set out in sub-paragraphs (A), (B)
          or (C) of paragraph (i) above.

(b)  Each   Borrower  undertakes  that  the  proceeds   of   each
     Utilisation  by  it  shall be used  only  for  the  purposes
     permitted for such Utilisations by Clause 3.1, and  that  no
     Utilisation  in  any event shall be used in  any  way  which
     would  be  illegal under, or would cause the  invalidity  or
     unenforceability (in each case in whole or in part)  of  any
     Finance  Document  under,  any  applicable  law  (including,
     without limitation, section 151 of the Companies Act 1985).

3.2  Responsibility

     Without   prejudice  to  the  foregoing  and  the  remaining
     provisions  of  this Agreement, none of the Finance  Parties
     shall  be  bound to enquire as to the use or application  of
     the  proceeds of any Utilisation, nor shall any of  them  be
     responsible  for  or for the consequences  of  such  use  or
     application.

<PAGE> 25
4.   CONDITIONS PRECEDENT

4.1  Conditions precedent to first Utilisation

     The  obligations  of each Finance Party to the  Company  and
     each  Borrower  under  this Agreement with  respect  to  the
     making  of  any  Utilisations hereunder are subject  to  the
     conditions precedent that on or before the date of the first
     Utilisation hereunder:

     (a)  Documents:  the Facility Agent shall have received  all
          of  the  documents listed in Schedule G in  the  agreed
          form  and each of the documents referred to in Schedule
          G as being certified shall be certified by or on behalf
          of  the  relevant Obligor as being a true and  complete
          copy, and in full force and effect as at the date  such
          document is required to be delivered;

     (b)  Equity:  the  Original Banks shall be  satisfied,  and
          shall   have  received  such  evidence  as  they   may
          reasonably require, that CSW has subscribed in full in
          cash  in  the  amount  heretofore  agreed  in  writing
          between  the  Company  and  the  Facility  Agent   for
          ordinary  shares  and/or  Subordinated  Debt  of   the
          Company, and that such shares have been issued to, and
          are   unconditionally  owned  by  CSW  and  have  been
          registered in its or their names in the books  of  the
          Company; and

     (c)  Offer:   the  Offer shall have become or been  declared
          unconditional  in  all  respects without  Bidco  having
          declared  the  Offer or permitted the Offer  to  become
          unconditional in circumstances where any  provision  of
          Clause  21.10  (other  than paragraphs  (a)(ii)  and/or
          (iii)) is breached thereby.

4.2  Further Conditions Precedent

     The  obligations of each Finance Party with respect  to  the
     making  of  any  Utilisation  are  subject  to  the  further
     conditions  precedent that both at the date of  the  Request
     for and at the Utilisation Date for such Utilisation:

     (a)  no  breach  of  Clause  21.10  (other  than  paragraphs
          (a)(ii)  and/or  (iii))  shall  have  occurred  and  be
          continuing  which  has  not been  waived  by  a  Waiver
          Letter; and

     (b)  all  of  the representations and warranties  in  Clause
          20.1(a), (b), (c), (d), (f)(i) and (ii), (j),  (n)  and
          (p)   are  and  will  be  correct  (as  if  then  made)
          immediately before the Unconditional Date, ignoring any
          references   to   Subsidiaries  (other   than   Bidco),
          Principal  Subsidiaries (other than Bidco), the  Target
          and their respective businesses and assets.

4.3  Further Conditions Precedent

     The  obligations of the Finance Parties in respect  of  each
     Utilisation  (other than a Tranche 1 Advance,  a  Tranche  2
     Advance or a Tranche 3 Advance the proceeds of which in each
     case  are  to  be  applied  directly  in  financing,  or  in
     refinancing a Tranche 3 Advance the proceeds of  which  were
     applied  in financing or refinancing, the payment of special
     dividends  as  referred to in Clause  3.1(a)(i)  and/or  the
     acquisition of Shares pursuant to the Offer and/or  pursuant
     to   procedures  implemented  under  section  428  et   seq.
     Companies  Act 1985 directly or indirectly as  described  in
     Clause  3.1(a)(ii)  or  (iii)) are subject  to  the  further
     conditions  precedent that both at the date of  the  Request
     for and at the Utilisation Date for such Utilisation:-

<PAGE> 26
     (a)  in  respect  of each Utilisation by the  drawing  of  a
          Tranche  3 Advance by a Borrower to the extent that  it
          does  not  exceed  a  Tranche 3 Advance  made  to  such
          Borrower   which  is  repaid  on  the  date   of   such
          Utilisation    by    such   Borrower    (a    "Rollover
          Utilisation"), no Event of Default shall have  occurred
          and  be continuing which has been declared pursuant  to
          Clause 23.2 and not waived; and

     (b)  (other  than in respect of a Rollover Utilisation)  (i)
          no  Default  shall have occurred and be  continuing  or
          would  result from the making of such Utilisation which
          has  not  been waived pursuant to a Waiver Letter,  and
          (ii)  the representations and warranties in Clause 20.1
          to  be  repeated  on  those dates are  correct  in  all
          material  respects and will be correct in all  material
          respects   immediately  after  the   making   of   such
          Utilisation.

4.4  Additional Borrower

     The  obligations  of each Finance Party to  each  Additional
     Borrower under this Agreement with respect to the making  of
     the first Utilisation by such Additional Borrower under this
     Agreement  are  further subject to the  condition  precedent
     that  the  Facility Agent shall have received in respect  of
     the Additional Borrower and the Accession Agreement to which
     it  is  a  party  certified copies of all of  the  documents
     listed in Schedule G paragraphs 1, 5, 6, 7 and 8 in form and
     substance reasonably satisfactory to the Facility Agent.

5.   ADVANCES

5.1  Delivery of Request

     Subject to the terms of this Agreement, the Company (in  the
     case of the Tranche 1 Facility or the Tranche 2 Facility) or
     any  Borrower  (in the case of the Tranche 3  Facility)  may
     request  an Advance by delivering to the Facility  Agent  by
     facsimile  transmission  (provided  that  the  original   is
     received  by the Facility Agent prior to 10.00 a.m.  on  the
     proposed Utilisation Date) or letter, prior to 10.00 a.m. on
     the second Business Day before the proposed Utilisation Date
     (or  in any such case at such later time and/or date as  may
     be  agreed  by  the  Facility  Agent  in  writing),  a  duly
     completed Request.

5.2  Form of Request

     Each Request shall specify:

     (a)  the Borrower in relation thereto (being, in the case of
          a  Tranche  1  Advance,  and a Tranche  2  Advance  the
          Company  and in the case of a Tranche 3 Advance  to  be
          applied in financing the acquisition of Shares pursuant
          to  the Offer and/or pursuant to procedures implemented
          under  section 428 et seq. Companies Act  1985  or  the
          payment  of Offer Costs, Bidco or the Company  and,  in
          the case of any other Tranche 3 Advance, any Borrower);

     (b)  the Tranche designation for the requested Advance;

     (c)  the  proposed  Utilisation  Date,  which  shall  be   a
          Business Day falling during the applicable Availability
          Period   and   complying  with  any  other   applicable
          provisions of this Agreement;

     (d)  the  amount  of  the proposed Advance  (the  "Requested
          Amount") which shall be (i) in the case of any  Tranche
          1 Advance or Tranche 2 Advance, an amount not less than
          40,000,000 pounds or such other amount as the Facility
          Agent may agree and (ii) in the case of a Tranche 3 Advance,
<PAGE> 27
          an amount not less than 10,000,000 pounds, provided always
          that  no  Requested Amount for a Tranche 3 Advance  may
          exceed the then Available Facility Amount;

     (e)  the  duration of its (or, in the case of  a  Tranche  1
          Advance  or  Tranche  2 Advance,  its  first)  Interest
          Period,  in the manner required by and subject  to  the
          terms of Clause 10; and

     (f)  unless  previously  notified to the Facility  Agent  in
          writing  and not revoked) the details of the  bank  and
          account  to which the proceeds of the proposed  Advance
          are to be made available.

     Subject  to the terms of this Agreement, each Request  shall
     be  irrevocable and the Borrower named in the same shall  be
     bound  to borrow an Advance in accordance with such Request.
     The  Facility Agent shall promptly notify each Bank of  each
     Request.

5.3  Participations in Advances

     Subject  to the terms of this Agreement each Bank shall,  on
     the  date  specified  in any Request for  an  Advance,  make
     available to the Facility Agent in Sterling for the  account
     of  the relevant Borrower the amount of its participation in
     that  Advance  in the proportion (applied to  the  Requested
     Amount)  which  its  Commitment  bearing  the  same  Tranche
     designation as such Advance bears to the aggregate amount of
     the  Commitments having such designation.  All such  amounts
     shall  be made available to the Facility Agent in accordance
     with Clause 12.1 for disbursement to or to the order of  the
     relevant Borrower in accordance with the provisions of  this
     Agreement.

6.   THE BILL FACILITY

6.1  Delivery of Bill Request

     Subject to the terms of this Agreement, the Company  or  any
     Borrower directly may request a Utilisation of the Tranche 3
     Facility  by  acceptance  of  Bills  by  delivering  to  the
     Facility Agent by facsimile transmission (provided that  the
     original  is received by the Facility Agent prior  to  10.00
     a.m.  on the proposed Utilisation Date) or letter, prior  to
     10.00  a.m.  on the second Business Day before the  proposed
     Utilisation  Date (or in any such case at  such  later  time
     and/or  date  as may be agreed in a Waiver Letter),  a  duly
     completed Request.

6.2  Form of Bill Request

     Each  Request for a Utilisation by acceptance of Bills shall
     specify:

     (a)  the Borrower in relation thereto;

     (b)  the  proposed  Utilisation  Date,  which  shall  be   a
          Business  Day falling during the Tranche 3 Availability
          Period;

     (c)  the  amount of the proposed Utilisation (the "Requested
          Amount") which shall be a minimum amount of  10,000,000
          pounds and  an integral multiple of  1,000,000  pounds,
          provided that  the  Requested Amount may not exceed the
          then Available Facility Amount;

<PAGE> 28
     (d)  the purpose for which the Bills are requested;

     (e)  the  duration  of  the Interest Period  for  the  Bills
          (being  a  period of between 7 and 183 days (inclusive)
          ending on or prior to the Tranche 2/3 Repayment Date;

     (f)  (unless  previously notified to the Facility  Agent  in
          writing  and not revoked) the details of the  bank  and
          account  to  which the proceeds of the  discounting  of
          such Bills are to be made available.

     Subject  to  the terms of this Agreement, each such  Request
     shall  be  irrevocable and the Borrower named  in  the  same
     shall  be bound to make a drawing by the acceptance of Bills
     in  accordance with such Request.  The Facility Agent  shall
     promptly notify each Bank of each such Request.

6.3  Power of Attorney

     The  Company  shall procure that a Power  of  Attorney  duly
     executed  by any Borrower which is to make a Utilisation  of
     the Tranche 3 Facility by acceptance of Bills shall be given
     to  the  Facility Agent at the same time as (or before)  any
     Request  for  such Utilisation unless there  is  already  in
     effect  at that time an existing Power of Attorney  executed
     by such Borrower.

6.4  Amount of Bills to be accepted by each Bank

     Subject  to  the terms of this Agreement, including  without
     limitation Clause 6.7, the aggregate principal amount of the
     Bills to be accepted by a Bank will be the proportion of the
     Requested Amount which its Tranche 3 Commitment bears to the
     aggregate  Tranche 3 Commitments on the proposed Utilisation
     Date.

6.5  Notification of the Banks

     The  Facility  Agent  shall, not later than  1.00  p.m.  one
     Business Day prior to the Utilisation Date, notify each Bank
     of  the  details of the requested Bills and of the aggregate
     principal amount of the Bills to be accepted by it.

6.6  Acceptance of Bills

(a)  The  Facility Agent shall, not later than 10.30 a.m. on  the
     Utilisation  Date, deliver to each Bank Bills  completed  in
     accordance with Clause 6.9.

(b)  Each  Bank  shall  accept  the  Bills  delivered  to  it  in
     accordance with paragraph (a) above.

(c)  The  Facility Agent shall, not later than 11.30 a.m. on  the
     Utilisation Date, notify the relevant Borrower and each Bank
     (except  a  Bank  to  which  Clause  6.7  applies)  of   the
     applicable EBDR.

(d)  Subject to the terms of this Agreement, each Bank shall  pay
     to  the Facility Agent for value on the Utilisation Date for
     the relevant Borrower an amount equal to:

     (i)  the  amount which the Bank would have received  as  the
          proceeds of discounting if it had discounted the  Bills
          accepted by it at the applicable EBDR; less

     (ii) acceptance  commission calculated at the  rate  of  the
          then  applicable  Margin  on  the  aggregate  principal
          amount  of those Bills for the Interest Period relative
          thereto.

<PAGE> 29
6.7  Advances as an alternative

(a)  If  it would be contrary to any law or regulation for a Bank
     to  accept any Bills or a Bank is not eligible to accept and
     discount  Bills in the London Discount Market, then  it  may
     notify the Facility Agent accordingly by no later than  3.00
     p.m.  one  Business  Day prior to the  proposed  Utilisation
     Date.

(b)  If  a  Bank  notifies the agent in accordance with paragraph
     (a)  above,  then, subject to the terms of  this  Agreement,
     that  Bank  shall  instead  make  a  Tranche  3  Advance  in
     accordance  with  Clause  5  in  Sterling  on  the  relevant
     Utilisation  Date  in  a  principal  amount  equal  to   the
     aggregate  principal  amount of the  Bills  which  it  would
     otherwise  have  been  obliged to accept  pursuant  to  this
     Clause  6  and for an Interest Period equal to the  Interest
     Period of those Bills.

6.8  Acceptance Commission

     Acceptance commission on any Bill shall be calculated on the
     basis  of  a year of 365 days and for the actual  number  of
     days in the relevant Interest Period.

6.9  Holding and completion of Bills

(a)  The Company and each Borrower shall ensure that the Facility
     Agent has a sufficient stock of Bills before delivering  any
     Request for Bills.  The Facility Agent shall, subject to the
     terms of this Agreement, hold such Bills to the order of the
     Borrower in whose favour they are drawn.

(b)  Each Bill shall:

     (i)  be  drawn  in  its own favour by and be signed  by  the
          relevant Borrower and endorsed by it in blank;

     (ii) be undated;

     (iii)      have  the Maturity Date and the face amount  left
          blank; and

     (iv) be  claused in a manner which complies with the Bank of
          England's requirements for Eligible Bills at that time.

(c)  Subject  to the terms of this Agreement, the Facility  Agent
     shall:

     (i)  date each Bill with the relevant Utilisation Date;

     (ii) insert in each Bill the name of the Bank on which it is
          drawn, its face amount and its Maturity Date; and

     (iii) deliver the requisite number of completed Bills to
          the  relevant  Banks for acceptance in accordance  with
          this Agreement.

(d)  If  the Power of Attorney given to the Facility Agent by the
     relevant  Borrower is in effect on the relevant  Utilisation
     Date  and  no notice of revocation thereof has been received
     by the Agent and the Agent has not notified that Borrower in
     writing  at  least two Business Days prior to such  proposed
     Utilisation Date that it will no longer exercise the  powers
     given to it under the Power of Attorney, the Facility Agent,
     for  and  on  behalf of the relevant Borrower,  shall  draw,
     endorse and deliver Bills complying with the requirements of
     paragraph  (b)  above to implement the relevant  drawing  in
     satisfaction  of  that  Borrower's  obligations  thereunder.

<PAGE> 30
     Having  executed the Bills in accordance with the  Power  of
     Attorney,  the Facility Agent will hold the Bills and  shall
     only  release the Bills in accordance with the terms of this
     Agreement.

(e)  The  Facility Agent shall be liable to the relevant Borrower
     for  any  loss or liability incurred by that Borrower  as  a
     result  of  any  loss,  theft,  fraudulent  usage  or  other
     misapplication of any Bill only to the extent that such loss
     or  liability  was  incurred directly as  a  result  of  the
     Facility  Agent failing to take reasonable care to safeguard
     the Bills.

6.10 Discounting of Bills

     Each  Bank will arrange for each Bill accepted by it  to  be
     discounted on its behalf by a bank carrying on a  bona  fide
     banking  business  or  a person bona fide  carrying  on  the
     business of a discount house, in the United Kingdom in  each
     case  (which  may  include  the Bank  discounting  the  Bill
     itself).

6.11 Information relating to Bills

     Each Borrower, promptly on request by a Finance Party, shall
     supply  to  the  Facility Agent for that Finance  Party  any
     information  relating to any Bill (including the  underlying
     trade  transaction for that Bill) as that Finance Party  may
     reasonably require or which may be required by the  Bank  of
     England  or  any other fiscal or monetary authority  in  the
     United Kingdom.

6.12 Eligible Bills

     Each  Borrower shall ensure that each Bill drawn by  it  and
     accepted by a Bank is, assuming that the relevant Bank is  a
     bank  whose  acceptances are then being treated as  eligible
     acceptances   by   the   Bank  of  England,   eligible   for
     rediscounting at the Bank of England.

6.13 Cash Cover

(a)  If  any  Borrower shall prepay any Bill pursuant to  any  of
     Clauses 9.2, 13.6, 14.5, 15.2 or 16 by providing cash  cover
     therefor,  the amount to be so provided shall  be  the  face
     amount  of that Bill discounted on the basis of such  normal
     commercial  rates prevailing at the time of  prepayment  for
     Sterling deposits of an amount equal to such face amount for
     the  period from the date of prepayment to the Maturity Date
     of  such Bill as the Facility Agent (after consultation with
     the   Company  and  the  relevant  Bank)  shall   reasonably
     determine.

(b)  If  any Borrower shall be required to provide cash cover for
     any  Bill  pursuant to Clause 23.2(e), the amount to  be  so
     provided and deposited with the Facility Agent shall be  the
     face  amount of such Bill, and the Facility Agent,  promptly
     upon  receipt, shall in turn deposit an amount equal to  the
     amount  so  received by it for the period from the  date  of
     payment  to  the  Maturity Date for such Bill  at  the  then
     prevailing market rates for like deposits.  Upon receipt  of
     interest  on such deposit, the Facility Agent shall  pay  an
     amount equal thereto to the Company (after deduction of  any
     applicable  tax)  by  way  of interest  on  the  cash  cover
     deposited  with it, unless a Default is then  continuing  in
     which  event such amount shall be applied in payment of  any
     overdue  amount  or,  if  none,  added  to  the  cash  cover
     deposited with the Facility Agent.

<PAGE> 31
7.   CANCELLATION OF COMMITMENTS

7.1  Tranche 1 Commitments

     Any part of the Tranche 1 Commitments not borrowed hereunder
     before  the  expiry  of the Tranche 1/2 Availability  Period
     shall  be  cancelled automatically at close of  business  in
     London on such expiry.

7.2  Tranche 2 Commitments

     Any part of the Tranche 2 Commitments not borrowed hereunder
     before  the  expiry  of the Tranche 1/2 Availability  Period
     shall be cancelled automatically at the close of business in
     London on such expiry.

7.3  Tranche 3 Commitments

     The  Tranche  3 Commitments shall be cancelled at  close  of
     business  in  London  on  the last  day  of  the  Tranche  3
     Availability Period.

7.4  Voluntary Cancellation

     The  Company  may,  on giving not less than  three  Business
     Days'  prior  written  notice to the Facility  Agent  (which
     shall promptly give notice of the same to the Banks) at  any
     time cancel or reduce the Tranche 1 Commitments, the Tranche
     2  Commitments or the Tranche 3 Commitments in whole  or  in
     part  (but,  if  in  part,  by a minimum  of  and  in  whole
     multiples of 10,000,000 pounds in each case and so that such
     reduction  shall be applied pro rata to all  the  Tranche  1
     Commitments, Tranche 2 Commitments or Tranche 3  Commitments
     (as the case may be)) without incurring any penalty or other
     cost, provided that such cancellation or reduction may  only
     be  effected  to the extent of the amount of the  Tranche  1
     Commitments, Tranche 2 Commitments or Tranche 3  Commitments
     (as  the  case  may be) undrawn on the date therefor  taking
     into  account any repayment or prepayment of any Utilisation
     due to be made on that date.  Any such notice by the Company
     shall  be irrevocable and shall specify the date upon  which
     the  reduction is to become effective and the amount of  the
     reduction.

7.5  Reduction consequent on Repayment or Prepayment

(a)  Subject to Clause 7.5(b), the Tranche 1 Commitments shall be
     reduced and cancelled (such reduction being applied pro rata
     as  between the Tranche 1 Commitments of all of the  Banks),
     by  the amount of any repayment or prepayment of any Tranche
     1  Advance made pursuant to any provision of this Agreement.
     Subject  as  aforesaid, the Tranche 2 Commitments  shall  be
     reduced and cancelled (such reduction being applied pro rata
     as  between the Tranche 2 Commitments of all the  Banks)  by
     the  amount of any repayment or prepayment of any Tranche  2
     Advance made pursuant to any provision of this Agreement.

(b)  Each  Bank's  Tranche  1 Commitment  shall  be  reduced  and
     cancelled  by  the amount of any prepayment of  that  Bank's
     participation in any Tranche 1 Advance made pursuant to  any
     of  Clauses 13.6, 14.5, 15.2 or 16.  Each Bank's  Tranche  2
     Commitment shall be reduced and cancelled by the  amount  of
     any prepayment of that Bank's participation in any Tranche 2
     Advance made pursuant to any of Clauses 13.6, 14.5, 15.2  or
     16.

<PAGE> 32
7.6  Limitations

     Save  as expressly provided in this Agreement any amount  of
     the  Commitments  cancelled or otherwise extinguished  under
     this  Agreement  may not be reinstated.  Save  as  expressly
     provided  in this Agreement none of the Commitments  may  be
     reduced or cancelled under this Agreement.

8.   REPAYMENT

8.1  Repayment of the Tranche 1 Advances

     The  Company, subject to the application of Clause 9,  shall
     repay  the  Tranche  1 Advances in full  on  the  Tranche  1
     Repayment Date.

8.2  Repayment of the Tranche 2 Advances

     The  Company, subject to the application of Clause 9,  shall
     repay  the  Tranche 2 Advances in full on  the  Tranche  2/3
     Repayment Date.

8.3  Repayment of the Tranche 3 Utilisations

(a)  Each Borrower shall repay the full amount of each Tranche  3
     Advance  made  to it on the last day of the Interest  Period
     relating  to  that Tranche 3 Advance, provided  always  that
     each  Tranche 3 Advance then outstanding shall be repaid  in
     full on the Tranche 2/3 Repayment Date.

(b)  Each  Borrower shall pay an amount equal to the face  amount
     of  each Bill on its Maturity Date to the Facility Agent for
     the Bank which accepted such Bill, provided always that each
     Bill then outstanding shall be repaid in full on the Tranche
     2/3 Repayment Date.

9.   PREPAYMENT

9.1  Prohibition

     No  Borrower  may prepay all or any part of any  Utilisation
     except as expressly provided in this Agreement.

9.2  Voluntary Prepayment

(a)  Subject  to Clause 9.2(b), the Company, on giving  not  less
     than  three  Business  Days' prior  written  notice  to  the
     Facility Agent (which shall promptly give notice of the same
     to  the  Banks) specifying, inter alia, the amount and  date
     for  prepayment  and identifying the Utilisation  concerned,
     may  procure that any Utilisation is prepaid at any time  in
     whole  or  in  part by the Borrower by which  it  was  made,
     provided  that any prepayment shall be (if in part)  in  the
     case  of  a Tranche 1 Advance or a Tranche 2 Advance  of  an
     amount  which is at least 10,000,000 pounds or, in  the case
     of a Tranche 3 Utilisation, of an amount which  is a minimum
     (and, if more, a whole multiple) of 1,000,000 pounds.

(b)  Any  such  prepayment and any prepayment pursuant to  Clause
     9.3 shall be applied pro rata against the participations  of
     the Banks in the Utilisation prepaid.

<PAGE> 33
9.3  Mandatory Prepayment

     The Company and Bidco shall procure that the Net Proceeds of
     sales  of  Grid  Shares by any member of the  Group  to  any
     person who is not a member of the Group shall be applied  in
     or  towards prepayment of Tranche 1 Advances promptly  after
     receipt of such Net Proceeds by the relevant member  of  the
     Group,  provided that such Net Proceeds may be deposited  in
     an  interest  bearing account with the Facility  Agent  with
     irrevocable  instructions being given to the Facility  Agent
     in  a form satisfactory to it to apply such Net Proceeds  on
     the next Interest Date(s) relative to the Tranche 1 Advances
     in  or  towards  prepayment of the Tranche 1 Advances.   For
     this purpose "Net Proceeds" means the consideration received
     by  any  member  or members of the Group in respect  of  the
     disposal  from  the  Group to any third party  of  the  Grid
     Shares concerned, after deduction of all amounts for  or  on
     account  of  Taxes applicable to, or to any gain  (including
     any deemed gain) resulting from, the disposal and all costs,
     fees, expenses and the like properly incurred by members  of
     the Group in arranging and effecting that disposal.

9.4  Bills

(a)  If  and  to  the  extent that any prepayment  of  Tranche  3
     Utilisations made or required to be made under any provision
     of  this  Agreement could be satisfied by  a  prepayment  of
     Tranche  3   Advances, then Tranche 3 Advances  rather  than
     Bills shall be prepaid.

(b)  For the avoidance of doubt, Clauses 1.2(m) and 6.13 describe
     the manner in which a Utilisation by Bill may be prepaid for
     the purposes of this Agreement, and any prepayment of such a
     Utilisation shall be effected in that manner.

9.5  General provisions relating to prepayment

(a)  Any notice of prepayment given under this Agreement shall be
     irrevocable, and the Company or the Borrower named  in  such
     notice  shall  be bound to prepay (or, in the  case  of  the
     Company,  to  procure  prepayment) in accordance  with  such
     notice.

(b)  Amounts  repaid  and prepaid in respect  of  any  Tranche  1
     Advance  or  Tranche 2 Advance under any provision  of  this
     Agreement may not be reborrowed hereunder.

(c)  Amounts repaid or prepaid pursuant to Clause 8.3 or  9.2  in
     respect  of Tranche 3 Utilisations may, prior to the Tranche
     2/3  Repayment  Date  but  subject  to  the  terms  of  this
     Agreement,  be  redrawn  as  Tranche  3  Utilisations.   Any
     amounts   repaid  or  prepaid  in  respect  of   Tranche   3
     Utilisations under any other provision of this Agreement may
     not be redrawn.

(d)  Any  prepayment of any Advance under any provision  of  this
     Agreement  shall be made together with interest  accrued  on
     the amount prepaid, but (subject to clause 24.2(c)), without
     premium or penalty.

10.  INTEREST PERIODS

10.1 Selection and agreement

     The  relevant  Borrower shall give notice  to  the  Facility
     Agent  not later than 10.00 a.m. on the second Business  Day
     prior  to the commencement of each (or the) Interest  Period
     relative  to  any Advance made hereunder (or in the  Request
     therefor  in the case of the first Interest Period  relative
     to  any  Tranche  1  Advance or Tranche  2  Advance  or  the
     Interest  Period  in  the  case of any  Tranche  3  Advance)

<PAGE> 34
     specifying  the duration of such Interest Period,  which  in
     the case of any Tranche 1 Advance or Tranche 2 Advance shall
     be  of  one,  three or six months and in  the  case  of  any
     Tranche  3   Advance  shall be of one,  two,  three  or  six
     months, or in each case such other duration as may be agreed
     by  the Facility Agent after consultation with the Reference
     Banks  or  as  may  be  required in  order  to  comply  with
     Clause  10.3  (provided that if such duration  is  over  six
     months  then  the  Facility Agent may only  agree  with  the
     unanimous  consent  of  the  Banks  participating  in   such
     Advance).   If  the relevant Borrower fails to  specify  the
     duration  of an Interest Period for any Advance the duration
     of  that  Interest Period shall be three months  subject  as
     otherwise  required  in  order  to  comply  with  any  other
     provision of this Agreement.

10.2 Splitting

     The  relevant Borrower may, in any notice given pursuant  to
     Clause 10.1 (or in any Request therefor) split any Tranche 1
     Advance  or  Tranche 2 Advance into any number  of  separate
     Tranche 1 Advances or Tranche 2 Advances, respectively (each
     having   an   Interest  Period  of  a  different   duration,
     separately  designated in such notice or Request),  provided
     that  each such separate Advance must be of a minimum amount
     of 100,000,000 pounds.  Each Advance resulting from any such
     splitting  shall continue as a separate Advance  unless  and
     until  consolidated  with another Advance  having  the  same
     Tranche designation.

10.3 Restrictions on selection

(a)  Each  Borrower  shall use its reasonable endeavours  (i)  to
     ensure  the  selection  by it of the  duration  of  Interest
     Periods  pursuant  to  Clause 10.1 so  that  the  Tranche  1
     Repayment Date will also be an Interest Date relative to all
     outstanding  Tranche  1 Advances and that  the  Tranche  2/3
     Repayment Date will also be an Interest Date relative to all
     outstanding  Tranche  2  Advances and  Tranche  3  Advances,
     (ii)  in  relation to the Tranche 1 Advances and  Tranche  2
     Advances,  to ensure the selection by it of the duration  of
     Interest  Periods pursuant to Clause 10.1 so that Tranche  1
     Advances   and   Tranche  2  Advances  are  aggregated   and
     consolidated pursuant to Clause 10.4 into Tranche 1 Advances
     and  Tranche  2  Advances  respectively  of  not  less  than
     100,000,000 pounds each and (iii) to select the duration  of
     Interest  Periods pursuant to Clause 10.1 so  as  to  ensure
     that no Advance shall have an Interest Period expiring after
     the Repayment Date relative thereto.

(b)  If  it appears to the Facility Agent in good faith that  the
     requirements of paragraph (a) above will not  be  met  by  a
     Borrower's  selection of any Interest Period,  the  Facility
     Agent,  on  behalf  of  and  after  consultation  with  that
     Borrower, may select a different duration for such  Interest
     Period  (which  shall  prevail over that  selected  by  that
     Borrower)  in  order  to  facilitate  the  meeting  of  such
     requirements.

10.4 Duration and Consolidation

(a)  The  first (or the) Interest Period relative to each Advance
     shall  commence on its Utilisation Date and end on the  last
     day  of  the  period selected or provided for in  accordance
     with  this  Clause.   Any  subsequent  Interest  Periods  in
     relation  to a Tranche 1 Advance or Tranche 2 Advance  shall
     commence on the expiry of the immediately preceding Interest
     Period  relating  thereto and end on the  last  day  of  the
     period  so  selected or provided therefor.  If any  Interest
     Period for any Advance would otherwise end on a day which is
     not  a  Business Day, such Interest Period shall end instead
     on the next Business Day.

<PAGE> 35
(b)  If  any Interest Period relating to any Tranche 1 or Tranche
     2   Advance   expires  on  an  Interest  Date  relative   to
     (respectively)  another  Tranche  1  Advance  or  Tranche  2
     Advance  (as the case may be), then, with effect  from  such
     Interest Date, such Tranche 1 Advances or Tranche 2 Advances
     (as  the  case  may be), subject to Clauses 10.1,  10.2  and
     10.3,   shall  be  aggregated  and  consolidated   to   form
     (respectively)  a  single Tranche 1  Advance  or  Tranche  2
     Advance.

10.5 Notification

     The  Facility Agent will notify the relevant Banks  and  the
     Company  and  (if  different) the relevant Borrower  of  the
     duration  of  each Interest Period relating to each  Advance
     promptly after ascertaining the same.

11.  INTEREST

11.1 Rate

     The rate of interest applicable to each Advance for each (or
     the)  Interest Period relative to it shall be the  rate  per
     annum  determined by the Facility Agent to be the  aggregate
     of:-

     (a)  the Margin;

     (b)  LIBOR  relative  to  such  Advance  for  such  Interest
          Period; and

     (c)  the  Additional Cost, if any, relative to such  Advance
          from time to time during such Interest Period.

11.2 Due dates

     Save  as otherwise provided herein, interest accrued on each
     Advance  for each Interest Period relative thereto shall  be
     paid  by the Borrower in respect of such Advance in Sterling
     in  arrear on the last day of such Interest Period and also,
     in  the  case of an Interest Period of a duration  exceeding
     six  months, on the last day of each consecutive  period  of
     six months from the first day of such Interest Period.

11.3 Default interest

     If  any Obligor fails to pay any amount payable by it  under
     this  Agreement on the due date therefor, such  Obligor,  on
     demand  by  the Facility Agent from time to time, shall  pay
     interest  on such overdue amount (including overdue  default
     interest)  in the currency in which such overdue  amount  is
     for  the time being denominated from the due date up to  the
     date of actual payment, both before and after judgement,  at
     a  rate determined by the Facility Agent to be one per cent.
     (1%)  per  annum above that which would be payable  if  such
     overdue amount constituted, during the period of non-payment
     thereof,  an  Advance  made  to such  Obligor  in  the  same
     currency  as  the  overdue  amount for  successive  Interest
     Periods  of  such  duration of up to  three  months  as  the
     Facility Agent, after consultation with the Company  to  the
     extent practicable in the circumstances, may designate  from
     time to time.  Such rate shall be determined or redetermined
     on  the first Business Day of each such Interest Period.  In
     calculating  the  amount of default interest  due  from  the
     Guarantor  in  respect of any overdue amount  due  from  any
     Borrower,  the amount of default interest accrued  due  from
     such  Borrower  and the amount of overdue  default  interest
     accrued due from the Guarantor shall not be double counted.

<PAGE> 36
11.4 Bank basis

     Interest  shall accrue from day to day, and be  computed  on
     the  basis  of a year of 365 days for the actual  number  of
     days elapsed.

11.5 Determination conclusive; notification

     Each  determination of a rate of interest  by  the  Facility
     Agent under this Agreement shall, in the absence of manifest
     error,  be conclusive and shall be promptly notified to  the
     Company, the relevant Borrower and the Banks.

12.  PAYMENTS

12.1 Funds, place and currency

     Unless  otherwise  agreed between the  Banks,  the  Facility
     Agent  and  the  Company, all payments to  be  made  to  the
     Facility Agent by any Obligor under any Finance Document  or
     by  any  Bank under this Agreement shall be made on the  due
     date  to  the  Facility Agent at The Royal Bank of  Scotland
     plc,  sort  code  16-00-34,  for credit  to  Account  Number
     10000643 or to such other account at such bank or office  as
     the  Facility Agent shall designate by not less  than  three
     Business  Days' notice to the Company or such Bank  (as  the
     case may be).

12.2 Application

     Each  payment received by the Facility Agent for the account
     of another person pursuant to Clause 12.1 shall:-

     (a)  in  the  case of a payment received for the account  of
          any  Borrower, be made available by the Facility  Agent
          to that Borrower by application, on the date and in the
          funds of receipt:-

          (i)  first,  in or towards payment of any amounts  then
               due  and  payable  (and unpaid) by  that  Borrower
               under this Agreement; and

          (ii) second,  in  payment  to  such  account  as   that
               Borrower  shall have properly designated  for  the
               purpose  in  the relevant Request or otherwise  in
               writing; and

     (b)  in  the case of any other payment, be made available by
          the  Facility Agent to the person for whose account the
          payment  was received (in the case of a Bank,  for  the
          account of its Facility Office) on the date and in  the
          currency  and funds of receipt to such account  of  the
          person  with the office or bank in the country  of  the
          currency concerned as that person shall have previously
          notified to the Facility Agent for the purposes of this
          Agreement.

     The  Facility Agent (or the Security Agent in  the  case  of
     monies  received  pursuant to the Security Documents)  shall
     promptly distribute monies received for the account  of  the
     Banks   among  the  Banks  pro  rata  to  their   respective
     entitlements  and  in  the funds and  currency  of  receipt,
     provided that the Facility Agent or Security Agent  (as  the
     case  may  be) may deduct therefrom any amount  due  to  the
     Facility Agent pursuant to Clause 12.4 or 30.2.

<PAGE> 37
12.3 Currency

     Any  amount  payable under this Agreement, unless  otherwise
     provided, shall be payable in Sterling.

12.4 Recovery of payments

     Unless the Facility Agent shall have received notice from  a
     Bank or a Borrower not later than 11.00 a.m. on the Business
     Day  prior  to the date upon which such Bank or  a  Borrower
     (the  "Party  Liable") is to pay an amount to  the  Facility
     Agent  for transfer to any Borrower or any Bank respectively
     (the  "Payee") that the Party Liable does not intend to make
     that amount available to the Facility Agent on the due date,
     the Facility Agent may assume that the Party Liable has paid
     that amount to the Facility Agent on that date in accordance
     with this Agreement.  In reliance upon that assumption,  the
     Facility  Agent  may  (but shall not  be  obliged  to)  make
     available  to  the Payee(s) a corresponding  sum.   If  that
     amount  is  not  in fact so made available to  the  Facility
     Agent, the Payee(s) shall forthwith on demand repay that sum
     to  the  Facility Agent together with interest on  such  sum
     until  its  repayment at a rate determined by  the  Facility
     Agent  to  reflect  its  cost of funds  incurred  in  making
     available  the  corresponding amount to that  Payee(s)  (any
     such  determination  to  be conclusive  in  the  absence  of
     manifest error).  The Facility Agent may make a demand on  a
     Borrower  as  Payee  only  if and to  the  extent  that  the
     Facility  Agent has demanded the appropriate funds from  the
     relevant  Bank and those funds have not been  paid  by  that
     Bank  forthwith  after the demand.  The provisions  of  this
     Clause  are  without  prejudice to any rights  the  Facility
     Agent and the Payee may have against the Party Liable.

12.5 Non-Business Days

     Whenever any payment under any Finance Document shall become
     due  on a day which is not a Business Day, the due date  for
     that  payment  shall be extended to the next  Business  Day.
     During any such extension of the due date for payment of any
     principal,  interest shall be payable on such  principal  at
     the rate payable on the original due date.

12.6 Appropriations

     Other  than  in  the case of prepayment to a  specific  Bank
     permitted by the terms of this Agreement, in the case  of  a
     partial  payment by any Obligor of amounts due  and  payable
     under  any Finance Document, the Facility Agent or,  as  the
     case may be, the Security Agent may appropriate such payment
     towards  such of the amounts due and payable by such Obligor
     under  this Agreement as the Facility Agent or, as the  case
     may  be,  the  Security Agent may with the approval  of  the
     Majority Banks decide (subject to the requirement that  such
     payment  shall  be appropriated first towards those  overdue
     amounts  which attract the higher Margin), and each part  of
     any  payment so appropriated towards a particular amount due
     and  payable under any Finance Document shall be treated  as
     received by the Facility Agent or, as the case may  be,  the
     Security  Agent for the account of the Banks  to  whom  such
     particular  amount  is due, in each case  pro  rata  to  the
     respective  amounts thereof due to each of  them  from  such
     Obligor.    Any   such  appropriation  shall  override   any
     appropriation made by any Obligor.

<PAGE> 38
12.7 Certifications

     Save  as  otherwise  provided herein, any  certification  or
     determination  of  a  rate  or amount  or  other  matter  as
     referred to herein and made by the Facility Agent or a Bank,
     as  the  case may be, shall be prima facie evidence  of  the
     same.

13.  TAXES

13.1 Applicable Taxes

     As  used  in  this Agreement, "Applicable Taxes"  means  all
     Taxes  imposed  by  or  in  the jurisdiction  in  which  the
     relevant Obligor is resident or any other country through or
     out  of  which  the  relevant payment  is  made  or  by  any
     federation or organisation of which that country  may  be  a
     member  or  by  or  through any taxation authority  of  that
     country,  federation or organisation on any payment  by  any
     Obligor or any Finance Party to any Finance Party, under any
     Finance  Document, other than Taxes imposed on that  payment
     which  would  not have been imposed on that payment  if  the
     Finance Party to which or for whose account that payment was
     made was a Recognised Bank.


13.2 No Set-Off or Deductions

     All  payments  to be made by any Obligor under  any  of  the
     Finance Documents shall be made:-

     (a)  without set-off or counterclaim; and

     (b)  free  and clear of all and without deduction for or  on
          account  of any Applicable Taxes, except to the  extent
          that  such Obligor is compelled by law to make  payment
          subject to the Applicable Taxes.

13.3 Gross-up

     If  any Applicable Taxes or amounts in respect thereof  must
     be deducted from any payment by an Obligor under any Finance
     Document  or  any  other deductions must be  made  from  any
     amounts  paid  by  any  Obligor (or from  any  corresponding
     payment  by  any  Finance Party to any other  Finance  Party
     under or pursuant to the terms of any Finance Document),  or
     any  such  payment shall otherwise be required  to  be  made
     subject  to any Applicable Tax, such Obligor shall pay  such
     additional amounts as may be necessary to ensure  that  each
     Finance Party receives a net amount after deduction for  and
     payment  of  all Applicable Taxes equal to the  full  amount
     which  it  would  have received had payment  not  been  made
     subject  to  the  Applicable  Tax.   All  Applicable   Taxes
     required  to  be  deducted from any payment by  any  Obligor
     under  any Finance Document shall be deducted and paid  when
     due by such Obligor to the applicable Tax authorities.  Each
     Finance Party shall notify each Obligor through the Facility
     Agent  of the application of this Clause 13.3 to any payment
     then  due  or to become due to it under any Finance Document
     promptly upon its becoming aware of the same.

13.4 Tax Receipts

     As  soon as reasonably practicable after each payment by any
     Obligor of any Applicable Tax (or any Tax which would be  an
     Applicable   Tax  save  for  the  exceptions  contained   in
     Clauses  13.1(a)  or (b)) on any payment  by  it  under  any
     Finance Document, such Obligor shall deliver to the Facility

<PAGE> 39
     Agent for the relevant payee Finance Party or other party to
     this Agreement evidence reasonably satisfactory to the payee
     (including copies of relevant Tax receipts received by  such
     Obligor,   which  such  Obligor  shall  use  its  reasonable
     endeavours  to obtain) that the relevant Tax has  been  duly
     remitted to the appropriate authority.

13.5 Tax Saving

(a)  In   the  event  that,  following  the  imposition  of   any
     Applicable  Tax  on  any  payment by  any  Obligor  (or  any
     corresponding  payment by any Finance  Party  to  any  other
     Finance Party under this Agreement) in consequence of  which
     such  Obligor  is  required under Clause 13.3  to  pay  such
     Applicable Tax or to pay any additional amount in respect of
     it, any Finance Party shall in its sole opinion and based on
     its  own  interpretation of any relevant laws or regulations
     (but  acting in good faith) receive or be granted  a  credit
     against or remission for or deduction from or in respect  of
     any  Applicable Tax payable by it, or shall obtain any other
     relief  in  respect  of Applicable Tax  on  its  profits  or
     income, which in such Finance Party's opinion in good  faith
     is  both  reasonably  identifiable and  quantifiable  by  it
     without  requiring  such Finance Party or  its  professional
     advisers  to  expend a material amount of time  or  incur  a
     material cost in so identifying or quantifying (any  of  the
     foregoing,  to  the  extent so reasonably  identifiable  and
     quantifiable, being referred to as a "saving"), such Finance
     Party  shall,  to  the  extent that it  can  do  so  without
     prejudice  to  the  retention of  the  relevant  saving  and
     subject to such Obligor's obligation to repay the amount  to
     such  Finance  Party if the relevant saving is  subsequently
     disallowed  or  cancelled  (which repayment  shall  be  made
     promptly on receipt of notice by such Finance Party of  such
     disallowance   or  cancellation),  reimburse  such   Obligor
     promptly after receipt of such saving by such Finance  Party
     with  such  amount as such Finance Party shall in  its  sole
     opinion but in good faith have concluded to be the amount or
     value of the relevant saving.

(b)  Nothing contained in this Agreement shall interfere with the
     right  of  any  Finance Party to arrange its Tax  and  other
     affairs in whatever manner it thinks fit and, in particular,
     no  Finance  Party  shall be under any obligation  to  claim
     relief  from  Tax  on  its corporate profits,  or  from  any
     similar Tax liability, in respect of the Applicable Tax,  or
     to  claim  relief in priority to any other claims,  reliefs,
     credits or deductions available to it or to disclose details
     of  its Tax affairs.  No Finance Party shall be required  to
     disclose  any  confidential  information  relating  to   the
     organisation of its affairs.

(c)  Each Finance Party will notify the relevant Obligor promptly
     of  the  receipt by such Finance Party of any saving and  of
     such  Finance Party's opinion as to the amount or  value  of
     that saving.

13.6 Right to Prepay

     In  the event that any such Applicable Tax is required to be
     deducted from any payment to be made by any Borrower to  any
     Finance  Party under this Agreement (or on any corresponding
     payment  by  the  Finance Party to any other  Finance  Party
     under  this Agreement) and, in consequence, any Borrower  is
     or  would be obliged under Clause 13.3 to pay any additional
     amounts  to  such Finance Party in respect of the Applicable
     Tax,  such Borrower may prepay the whole (but not  part)  of
     the   then  outstanding  amount  of  such  Finance   Party's
     participation in the Utilisations made by it, together  with
     all   interest   and   other  charges   accrued   on   those
     participations and all other amounts payable to such Finance
     Party  under the Finance Documents, on giving not less  than

<PAGE> 40
     ten  Business  Days' prior written notice  to  such  Finance
     Party (through the Facility Agent).

13.7 Recognised Bank

     Each  Finance  Party confirms to the Company that  it  is  a
     Recognised Bank and agrees to notify the Company promptly if
     it becomes aware that (a) it is no longer a Recognised Bank,
     or (b) Clause 13.3 may for any other reason apply in respect
     of  payments  made to it or to the Facility  Agent  for  its
     account.

14.  MARKET DISRUPTION

14.1 Disruption events

     If,  in relation to any Advance or proposed Advance and  any
     (or the) Interest Period relative thereto:-

     (a)  no  (or  where  there is more than one Reference  Bank,
          only  one) Reference Bank supplies an interest rate  to
          the  Facility  Agent as required by the  definition  of
          LIBOR  after  the Facility Agent has requested  such  a
          rate from the Reference Banks; or

     (b)  the  Facility  Agent  shall have received  notification
          from  a  Bank  or  Banks whose participations  in  such
          Advance  constitute at least fifty per cent.  (50%)  by
          value  of  such Advance that by reason of circumstances
          affecting the London Interbank Market:

          (i)  deposits in Sterling for the same period  as  such
               Interest  Period will not be readily available  to
               them  in the London Interbank Market in sufficient
               amounts in the ordinary course of business to fund
               their  respective participations in  such  Advance
               for such Interest Period; or

          (ii) whilst such deposits are so available, the cost of
               such  deposits  exceeds  LIBOR  as  determined  in
               relation to such Advance for such Interest Period,

     the  Facility  Agent shall promptly give written  notice  of
     such determination or notification to the relevant Borrower,
     the Company (if different) and each of the Banks.

14.2 Effect

     The  giving of any notice by the Facility Agent pursuant  to
     Clause 14.1(a) or 14.1(b) shall not relieve any Bank of  any
     obligation  it may have under this Agreement to advance,  on
     the  relative  Utilisation Date, its  participation  in  any
     Advance (including any Advance for which a Request was given
     prior to such notice by the Facility Agent).

14.3 Negotiation and Substitute Basis

     During  the period of 15 days after the giving of any notice
     by  the Facility Agent pursuant to Clause 14.1, the Facility
     Agent (in consultation with the Banks) shall negotiate  with
     the  relevant Borrower and the Company in good faith with  a
     view   to   ascertaining  whether  a  substitute  basis   (a
     "Substitute Basis") may be agreed for the making of  further
     Advances and/or the maintaining of any existing Advances  to
     which  such  notice by the Facility Agent  related  for  the
     current  Interest Period relative to those Advances.   If  a
     Substitute  Basis is agreed by all the Banks,  the  relevant

<PAGE> 41
     Borrower  and the Company it shall apply in accordance  with
     its  terms  from  the commencement of such Interest  Period.
     The  Facility Agent shall not agree any Substitute Basis  on
     behalf of any Bank without the prior consent of that Bank.

14.4 Cost of Funds

     If  a  Substitute  Basis is not so agreed  by  the  relevant
     Borrower,  the Company and all the Banks by the end  of  the
     15  day  period,  each  Bank's participation  in  each  then
     existing  Advance to which the notice by the Facility  Agent
     related  shall  bear  interest during the  current  Interest
     Period  relative thereto at the rate certified by such  Bank
     to  be  its  cost  of  funds (from such sources  as  it  may
     reasonably select out of those sources then available to it)
     for  such Interest Period in relation to such Advance,  plus
     the applicable Margin.

14.5 Right to Prepay

     Where Clause 14.4 applies the relevant Borrower, upon giving
     not  less  than  five  Business Days' prior  written  notice
     (through  the Facility Agent) to any Bank , may  prepay  the
     whole  (but not part) of the participation of that  Bank  in
     all  (but  not some only of) the existing Advances to  which
     the  notice  by  the  Facility  Agent  related  and,  if  so
     specified in the notice, in all (but not some only  of)  the
     other  outstanding  Utilisations of that Borrower,  together
     with  all  interest accrued on those Advances and all  other
     amounts payable under this Agreement in connection with  the
     Utilisations prepaid.

14.6 Review of Substitute Basis

     So  long as any Substitute Basis is in force or Clause  14.4
     shall  apply in relation to any Advance, the Facility Agent,
     in  consultation with the relevant Borrower, the Company and
     each  Reference Bank shall from time to time, but  not  less
     often  than monthly, review whether or not the circumstances
     referred  to  in Clause 14.1 still prevail with  a  view  to
     returning  to  the  normal  interest  provisions   of   this
     Agreement.

14.7 Bills

(a)  If, in relation to any Bills:

     (i)  the  Facility Agent determines that adequate  and  fair
          means  do  not  exist for ascertaining  the  applicable
          EBDR; or

     (ii) the  Facility  Agent determines that the Bills  do  not
          comply   with   the  then  current  Bank   of   England
          regulations for Sterling bankers' acceptances (save  in
          consequence  of the Bank on which they  are  drawn  not
          being  a  bank  whose  acceptances  are  eligible   for
          discounting  at  the Bank of England according  to  the
          Bank of England's eligibility criteria in force at  the
          date hereof),

     the  Agent  shall promptly notify the relevant Borrower  and
     each of the Banks of that fact and that this Clause 14.7  is
     in operation.

(b)  After any notification under paragraph (a) above:

     (i)  the relevant Bills shall not be accepted;


<PAGE> 42
     (ii) in  the  case of sub-paragraph (a)(i) above, no further
          Requests  for  Utilisations by  way  of  Bills  may  be
          delivered until the Facility Agent notifies the Company
          that it is once again able to determine EBDR; and

     (iii) any Request given by or on behalf of any Borrower
          pursuant  to clause 6.1 prior to such notification  for
          Bills  not yet accepted shall be treated as if it  were
          instead  a  request  for an Advance  made  pursuant  to
          clause  5.1 specifying an Interest Period of one  month
          (provided  that  period  does  not  extend  beyond  the
          Tranche  3 Availability Period) of an amount  equal  to
          the  principal amount of the requested Bills,  provided
          that  for the purposes of Clause 11.1 (Interest  Rate),
          if  necessary, LIBOR may be determined by the  Facility
          Agent   at   or  about  1.00  p.m.  on  the  applicable
          Utilisation Date.

15.  INCREASED COSTS

15.1 Increased Costs

     Subject to Clause 15.3, if the result of:-

     (a)  any change after the date hereof in or the introduction
          after the date hereof of, or any change after the  date
          hereof   in   the  interpretation,  administration   or
          application  by  any  competent  court,  authority   or
          organisation in the relevant jurisdiction of, any  law,
          regulation or treaty or in or of any official directive
          or   official  request  from,  or  the  rules  of,  any
          governmental, fiscal, monetary or regulatory (including
          self-regulatory)  authority,  organisation  or   agency
          (whether  or  not having the force of law but,  if  not
          having  the  force of law, being a regulation,  treaty,
          official  directive, official request or rule which  it
          is  the  practice of banks in the relevant jurisdiction
          to  comply  with) after the date hereof  which  affects
          banks or financial institutions of the same type as any
          Finance Party in that jurisdiction; or

     (b)  compliance by any Finance Party (or any Holding Company
          of   such  Finance  Party)  with  any  such  change  or
          introduction;

     including,  in each case without limitation, those  relating
     to   Taxation,  reserves,  special  deposit,   cash   ratio,
     liquidity or capital adequacy requirements or other forms of
     banking, fiscal, monetary or regulatory controls, is that:-

     (i)  any  Finance  Party  (or any Holding  Company  of  such
          Finance Party) incurs an increased cost as a result  of
          its  (or  such  Finance Party's) having  entered  into,
          and/or performing and/or maintaining and/or funding its
          (or   such  Finance  Party's)  obligations  under,  any
          Finance Document; or

     (ii) any  Finance  Party  (or any Holding  Company  of  such
          Finance  Party)  incurs an increased  cost  in  making,
          funding or maintaining all or any advances comprised in
          a  class  of  advances  or  acceptances  formed  by  or
          including  its  (or such Finance Party's) participation
          in  some or all of the Utilisations made or to be  made
          under this Agreement; or

     (iii) any  amount receivable by any Finance Party under
          any  Finance  Document is reduced (save to  the  extent
          matched  by  a  reduction in the cost of providing  the
          Facilities)  or  the effective rate of  return  to  any

<PAGE> 43
          Finance  Party (or any Holding Company of such  Finance
          Party)  under any Finance Document or on its  (or  such
          Holding Company's) capital employed for the purposes of
          this Agreement is reduced; or

     (iv) any Bank (or any Holding Company of such Finance Party)
          makes  any  payment  or forgoes any interest  or  other
          return  on  or  calculated by reference to  any  amount
          received or receivable by it (or by such Bank) from any
          Obligor or the Facility Agent or the Security Agent  or
          any other Bank under any Finance Document;

     and   such   increased  cost  (or  the  relevant  proportion
     thereof),  reduction,  payment, forgone  interest  or  other
     return is not compensated for by any other provision of this
     Agreement  (including, without limitation, by any Additional
     Cost  payable pursuant to Clause 11.1(c)), then and in  each
     such case:-

     (A)  such Finance Party shall notify the Company through the
          Facility  Agent in writing of that event promptly  upon
          its   becoming   aware  of  the  event  including,   in
          reasonable detail, particulars of the event;

     (B)  subject as provided below and to Clause 2.4(a),  within
          five  Business  Days  after  receipt  by  any  Borrower
          (directly  or through the Company) of a written  demand
          from  time  to time by such Finance Party  through  the
          Facility  Agent  accompanied by a certificate  of  such
          Finance  Party  specifying the amount  of  compensation
          claimed  and setting out the calculation of the  amount
          in  reasonable detail, such Borrower shall pay  to  the
          Facility  Agent for the account of such  Finance  Party
          (or,  as  the  case  may be, Holding  Company  of  such
          Finance  Party)  such amount as shall  compensate  such
          Finance  Party  (or  such  Holding  Company)  for  such
          increased  cost (or, in the case of (i) or (ii)  above,
          the  portion  of such increased cost as is attributable
          to  its  making, funding or maintaining Advances and/or
          accepting   and   paying  Bills  or   maintaining   its
          obligation,  if  any,  to participate  in  Utilisations
          under  this  Agreement), reduction, payment or  forgone
          interest or other return.  Nothing in this Clause shall
          oblige  any  Finance Party (or any Holding  Company  of
          such  Finance  Party)  or the  Facility  Agent  or  the
          Security Agent to disclose any confidential information
          relating   to   the   organisation  of   its   affairs.
          Notwithstanding the foregoing, any claim  by  any  Bank
          pursuant  to this Clause 15.1 in respect of any  period
          more than 90 days before such Bank gave notice pursuant
          to  paragraph (A) above of the relevant event shall  be
          disallowed.

15.2 Right to Prepay

     Where Clause 15.1 applies the relevant Borrower, upon giving
     not  less  than five Business Days' notice to  that  Finance
     Party  (being  a Bank) may prepay the whole  (but  not  part
     only) of that Finance Party's participation in all (and  not
     some  only  of) the outstanding Advances and Bills  made  or
     issued to or for the account of that Borrower, together with
     all interest and other charges on or in respect thereof, and
     all  other amounts payable by it under the Finance Documents
     to  such Finance Party, provided always that any such notice
     by   such  Borrower  is  given  whilst  circumstances  exist
     entitling  such  Finance Party to claim  compensation  under
     this Clause 15.

<PAGE> 44
15.3 Exceptions

     Clause  15.1 shall not apply so as to oblige the Company  or
     any  other  Borrower  to compensate any  Finance  Party  for
     Applicable  Taxes  (to  the extent that  the  provisions  of
     Clause  13.3  fully and effectively compensate therefor)  or
     for  any  Taxes which would have been Applicable Taxes  save
     only  for  any  failure  by the relevant  Finance  Party  to
     satisfy  the  exception to Clause 13.1 or for any  increased
     cost,  reduction,  payment  or  forgone  interest  or  other
     return:-

     (a)  resulting from any change in or the introduction of, or
          any change in the interpretation or application of, any
          law,  regulation, treaty, directive, request  or  rules
          relating to, or any change in the rate of, Taxation  on
          the  overall  net income of such Bank  imposed  in  the
          jurisdiction  in  which such Finance Party's  principal
          office  for the time being is situate or on the overall
          net  income  of  such Finance Party's  Facility  Office
          imposed  in  the jurisdiction in which that  office  is
          situate; or

     (b)  resulting  from  the implementation by  the  applicable
          authorities having jurisdiction over such Finance Party
          and/or  its Facility Office of the matters set  out  in
          the   statement  of  the  Basle  Committee  on  Banking
          Regulation  and Supervisory Practices dated July,  1988
          and  entitled  "International  Convergence  of  Capital
          Measurement and Capital Standards", to the  extent,  at
          the  rates and according to the timetable provided  for
          therein; or

     (c)  attributable to such Finance Party after  the  date  of
          this Agreement entering into a commitment to lend to  a
          third  party  which is, at the time that commitment  is
          entered into, in breach of any law, regulation, treaty,
          directive,   request  or  rule  relating   thereto   as
          aforesaid.

16.  ILLEGALITY

     If  any  change after the date hereof in or the introduction
     after  the  date  hereof of any law, regulation,  treaty  or
     (whether  or not having the force of law but, if not  having
     the force of law, being one with which it is the practice of
     banks  in  the  relevant jurisdiction  to  comply)  official
     directive  or rule of any governmental, fiscal, monetary  or
     regulatory    (including    self   regulatory)    authority,
     organisation   or  agency,  having  jurisdiction   (together
     "Laws"),  or  any  change  after  the  date  hereof  in  the
     interpretation, administration or application of Laws  by  a
     competent  court or the relevant authority, organisation  or
     agency  or  compliance by any Finance Party  with  any  such
     change  or introduction of Laws or change in interpretation,
     administration  or application of Laws, shall  make  it  (or
     make  it  apparent that it is) unlawful or a breach of  Laws
     for  any Finance Party to make available or fund or maintain
     the  Utilisations or any part of the Utilisations under this
     Agreement or to give effect to its obligations and  exercise
     its  rights as contemplated by this Agreement, that  Finance
     Party  may,  by  notice to the Obligors' Agent  through  the
     Facility  Agent,  declare that to the  extent  necessary  to
     avoid  any such illegality or breach of Laws its obligations
     to  the  Company and the other Borrowers under  the  Finance
     Documents shall be terminated forthwith or, if later, on the
     latest  date to which the obligations may remain  in  effect
     without  causing the Finance Party to be in breach of  Laws,
     whereupon:-

     (a)  Prepay: each Borrower will forthwith, or by such  later
          date as shall be immediately prior to the illegality or
          breach  in question taking effect, prepay such part  of
          such  Finance Party's participation in the Utilisations
          made  by  such Borrower together with all interest  and
          other  charges  accrued thereon  to  the  date  of  the
          prepayment  and  all  other  amounts  payable  to  such

<PAGE> 45
          Finance  Party under the Finance Documents as shall  be
          necessary  to  avoid any such illegality or  breach  by
          such Finance Party of any Laws; and

     (b)  Commitments:  to the extent necessary to avoid any such
          illegality  or  breach  of Laws  such  Finance  Party's
          Commitments shall be cancelled and reduced to nil.

17.  MITIGATION

17.1 Mitigation

     If circumstances arise in respect of any Finance Party which
     would,  or  upon the giving of notice would, result  in  the
     operation of Clause 13, 14, 15 or 16 to the detriment of any
     Borrower:-

     (a)  such  Finance Party shall promptly upon becoming  aware
          of  the  same notify the Company and, upon the  written
          request  of such Borrower, shall enter into discussions
          with  the  Company and such Borrower  with  a  view  to
          determining  what mitigating action might be  taken  by
          such   Finance  Party,  including  discussion  of   the
          possibility  of  a  change in its  Facility  Office  or
          transfer of its participation in the Facilities and its
          Commitments to another bank; and

     (b)  at  the request of the Company, the Facility Agent will
          enter into discussions with the Company with a view  to
          determining  what mitigating action might be  taken  by
          the  Facility  Agent with respect to the administration
          of this Agreement by the Facility Agent;

     Without limiting or reducing the obligations of the Obligors
     (or  any  of  them)  under Clauses 13, 14,  15  or  16,  the
     relevant  Finance Party, shall upon the written  request  of
     the  Company take such reasonable steps as may be  practical
     and  open  to it to mitigate or remove the effects  of  such
     circumstances including, without limitation, a change in its
     Facility  Office  or  transfer of its participation  in  the
     Facilities   and  its  Commitments  to  another   bank   (or
     termination  of  its  Commitments  and  prepayment  of   its
     participation   in   the  Utilisations  coupled   with   the
     assumption  by  another  bank of a  like  participation  and
     Commitment)  reasonably acceptable to or  nominated  by  the
     relevant  Borrower and the Company or the  restructuring  of
     its  participation in this Agreement in a  manner which will
     avoid  the circumstances in question and on terms acceptable
     to  the  Facility Agent, such Finance Party and the relevant
     Borrower  and  the Company, provided that  nothing  in  this
     Clause shall oblige any Finance Party or the Facility  Agent
     to  take  any  such step if, in the opinion of such  Finance
     Party or the Facility Agent (such opinion being conclusive),
     as  the  case  may  be,  any such step might  reasonably  be
     expected  to  have  an  adverse effect  upon  its  business,
     operations or financial condition or the management  of  its
     Tax  affairs  or its return in relation to its participation
     in  the Utilisations or cause it to incur any material costs
     or expenses.

17.2 Costs and Expenses

     Any  costs  and expenses reasonably incurred by any  Finance
     Party  pursuant  to  this Clause 17 shall  be  paid  by  the
     relevant  Borrowers within five Business Days after  receipt
     of  a  written  demand  specifying the  same  in  reasonable
     detail.


<PAGE> 46
18.  GUARANTEE

18.1 Guarantee

     In  consideration of the Finance Parties entering into  this
     Agreement  and/or becoming party to this Agreement  pursuant
     to   a   Substitution   Certificate  or   otherwise   and/or
     participating or agreeing to participate in any Utilisation,
     each  Guarantor  hereby irrevocably and unconditionally  and
     jointly and severally:-

     (a)  guarantees to each Finance Party, as principal  obligor
          and  not merely as surety (or similar in any applicable
          jurisdiction), prompt performance by each other Obligor
          of  all  its  payment  obligations  under  the  Finance
          Documents and the payment of all sums payable now or in
          the  future to such Finance Party by each other Obligor
          under or in connection with the Finance Documents  when
          and as the same shall become due;

     (b)  undertakes  with  each  Finance  Party  that,  if   and
          whenever any other Obligor does not pay any amount when
          due  from  it  under or in connection with any  Finance
          Document, such Guarantor will on demand pay such amount
          as if such Guarantor instead of such other Obligor were
          expressed  to  be  the primary obligor,  together  with
          interest on that sum at the rate per annum from time to
          time payable by that other Obligor on that sum from the
          date  when  that sum becomes payable by such  Guarantor
          under this Agreement until payment of that sum in full;
          and

     (c)  indemnifies  each Finance Party on demand  against  any
          loss  or  liability  suffered by it under  any  Finance
          Document  as  a result of any obligation guaranteed  by
          such Guarantor being or becoming unenforceable, invalid
          or illegal.

18.2 Continuing Guarantee

     This guarantee is a continuing guarantee and shall extend to
     the ultimate balance of all sums payable by the Obligors  or
     any of them under the Finance Documents.

18.3 Reinstatement

     Where  any  discharge (whether in respect of the obligations
     of  any  Obligor,  any  security  for  such  obligations  or
     otherwise) is made in whole or in part or any arrangement is
     made  on  the  faith  of  any  payment,  security  or  other
     disposition   which  is  avoided  or  must  be   repaid   on
     insolvency, administration, liquidation or otherwise without
     limitation,  the  liability  of each  Guarantor  under  this
     guarantee  shall  continue as if  there  had  been  no  such
     discharge  or  arrangement.  Each  Finance  Party  shall  be
     entitled  to concede or compromise any claim that  any  such
     payment,   security  or  other  disposition  is  liable   to
     avoidance or repayment.

18.4 Waiver of Defences

     Except  to  the  extent that such Guarantor is  specifically
     released  in  writing  or its obligations  are  specifically
     waived in a Waiver Letter, the obligations of each Guarantor
     under   this  Agreement  shall  not  be  affected   by   any
     circumstance, act, omission, matter or thing which  but  for
     this   provision  might  operate  to  release  or  otherwise
     exonerate  such Guarantor from its obligations hereunder  in
     whole  or in part, including without limitation and  whether
     or not known to any Obligor or any Finance Party:-

<PAGE> 47
     (a)  any   time,   indulgence  or  waiver  granted   to   or
          composition with any other Obligor or any other person;
          or

     (b)  the taking, variation, compromise, exchange, renewal or
          release of, or refusal or neglect to perfect or take up
          or  enforce any rights or remedies against any security
          or  any  other Obligor or any other person or any  non-
          presentment or non-observance of any formality or other
          requirements  in  respect of  any  instruments  or  any
          failure to obtain the full value of any security; or

     (c)  any  legal limitation, disability, incapacity, lack  of
          power,   authority   or  legal   personality   of,   or
          dissolution or change in the members or status  of,  or
          other circumstance relating to any other Obligor or any
          other person; or

     (d)  any  variation (however fundamental and whether or  not
          involving  any increase in the liability of  any  other
          Obligor  thereunder)  or  replacement  of  any  Finance
          Document  or any other document or security  (including
          without limitation any Substitute Basis agreed pursuant
          to  Clause  14 and any agreement contemplated  by  this
          Agreement) so that references to such Finance  Document
          or  other document or security in this guarantee  shall
          include each such variation or replacement; or

     (e)  any   unenforceability,   illegality,   invalidity   or
          frustration of any obligations of any other Obligor  or
          any  other  person under any Finance  Document  or  any
          other document or security, or any failure of any other
          Obligor or proposed Additional Obligor to become  bound
          by  the  terms of any other Finance Document,  in  each
          case whether through any want of power or authority  or
          otherwise; or

     (f)  any postponement, discharge, reduction, non-provability
          or  other similar circumstance affecting any obligation
          of any other Obligor under a Finance Document resulting
          from   any   insolvency,  liquidation  or   dissolution
          proceedings or from any law, regulation or order,

     to  the intent that such Guarantor's obligations under  this
     Agreement  shall remain in full force and this guarantee  be
     construed accordingly as if there were no such circumstance,
     act, omission, matter or thing.

18.5 Immediate Recourse

     Each  Guarantor  waives  any right  it  may  have  of  first
     requiring  any Finance Party to proceed against  or  enforce
     any  other  rights or security of or claim payment  from  or
     file  any  proof or claim in any insolvency, administration,
     winding  up, bankruptcy or liquidation proceedings  relating
     to,  any  other Obligor or any other person before  claiming
     from such Guarantor under this Agreement.

18.6 Preservation of Rights

     Until all amounts which may be or become payable by any  and
     all  Obligors  under  or  in  connection  with  the  Finance
     Documents have been irrevocably paid and discharged in  full
     (whether by any Borrower or Guarantor or otherwise), after a
     claim  has been made pursuant to this guarantee each Finance
     Party may:-

<PAGE> 48
     (a)  refrain  from applying or enforcing any other security,
          monies  or  rights  held or received  by  such  Finance
          Party, as the case may be, in respect of (or capable of
          being applied in respect of) such amounts or apply  and
          enforce  the  same  in such manner and  order  as  such
          Finance Party sees fit (whether against such amounts or
          otherwise)  and no Guarantor shall be entitled  to  the
          benefit of the same; and

     (b)  hold  in  a  suspense account (with  liability  to  pay
          interest on the monies held therein at the rate payable
          to  its  corporate customers for deposits in  the  same
          currency on like terms and in like amounts) any  monies
          received  from  any  Guarantor or  on  account  of  any
          Guarantor's liability under this Agreement.

18.7 Non-competition

     Until all amounts which may be or become payable by any  and
     all  Obligors  under  or  in  connection  with  the  Finance
     Documents have been irrevocably paid in full (whether by any
     Borrower  or  Guarantor or otherwise), no  Guarantor  shall,
     after  a  claim  has  been  made  on  it  pursuant  to  this
     guarantee:-

     (a)  be  subrogated to any rights, security or monies  held,
          received  or  receivable by any  Finance  Party  or  be
          entitled  to any right of contribution or indemnity  in
          respect  of  any  payment made or  monies  received  on
          account  of  any Obligor's liability under any  Finance
          Document  and, to the extent that any Guarantor  is  so
          subrogated  or  entitled by law, such Guarantor  hereby
          (to  the  fullest extent permitted by law)  waives  and
          agrees not to exercise those rights or security or that
          right of contribution or indemnity;

     (b)  be  entitled  or  claim to rank as a  creditor  in  the
          insolvency,  administration, winding-up, bankruptcy  or
          liquidation  of  any  Obligor in competition  with  any
          Finance Party unless otherwise required by the Facility
          Agent or by law (in which case the proceeds, if any, of
          any  claim in respect of any rights, security or monies
          of  any  Finance  Party  to which  such  Guarantor  was
          subrogated, filed by such Guarantor with a receiver  or
          other  similar official, will be paid by such Guarantor
          to  the Facility Agent to be applied in accordance with
          the provisions of the Finance Documents); or

     (c)  be  entitled to receive, claim or have the  benefit  of
          any  payment,  distribution  or  security  from  or  on
          account of any Obligor or exercise any right of set-off
          as  against any Obligor (and, without prejudice to  the
          foregoing,  each Guarantor shall forthwith pay  to  the
          Facility Agent for the Finance Parties an amount  equal
          to  any  such  set-off  in fact  exercised  by  it  and
          forthwith pay or transfer, as the case may be,  to  the
          Finance  Parties  any such payment or  distribution  or
          benefit of security in fact received by it).

18.8 Additional Security

     This guarantee shall be in addition to and shall not in  any
     way  be prejudiced by any other security (including, without
     limitation, the Security Documents) now or hereafter held by
     any  Finance  Party  as security for  or  capable  of  being
     applied against the obligations of any Obligor.

18.9 Certificate

     A  certificate  of the Facility Agent as to any  amount  due
     from any Borrower under this Agreement shall, in the absence
     of manifest error, be prima facie evidence of such amount as
     against each Guarantor.

<PAGE> 49
19.  ADDITIONAL BORROWERS

(a)  If any Subsidiary of the Company wishes to become a Borrower
     under this Agreement it and the Company shall each so notify
     the Facility Agent (which shall in turn notify the Banks and
     the Security Agent).

(b)  If  all  the Banks confirm to the Facility Agent in  writing
     that   they  are  in  principle  prepared  to  accept   that
     Subsidiary (and the Banks hereby so confirm with respect  to
     the  Target  once  the  Offer has become  or  been  declared
     unconditional in all respects and the Target  has  become  a
     Subsidiary of the Company) as a Borrower hereunder  (subject
     to  such limitations as they may advise in the case  of  any
     Subsidiary other than the Target), the Facility Agent  shall
     so  notify  the Banks and shall prepare and deliver  to  the
     Company an Accession Agreement (appropriately completed  and
     subject to such limitations as are imposed).

(c)  Upon   receipt  by  the  Facility  Agent  of  the  Accession
     Agreement,  signed on behalf of the Company for  itself  and
     the  existing  Obligors,  and  by  the  proposed  Additional
     Borrower,  the  Facility Agent shall execute  the  same  for
     itself  and on behalf of the Finance Parties and  the  Banks
     and  shall  as promptly as practicable give notice  of  such
     execution  to all of the parties to the Accession Agreement.
     Upon execution of such Accession Agreement as aforesaid,  it
     shall  take effect in accordance with, but subject  to,  the
     terms hereof and thereof.


20.  REPRESENTATIONS AND WARRANTIES

20.1 Representations and Warranties

     Each  Obligor (or in the case of Clause 20.1(l), the Company
     and  Bidco  only) represents and warrants  to  each  of  the
     Finance Parties that:-

     (a)  Status:   It is (and each of its Principal Subsidiaries
          is)  a  company, duly incorporated and validly existing
          under  the  laws of the place of its incorporation  and
          has  the power to own its property and assets and carry
          on  its  business  as  it  is now  being  and  will  be
          conducted.  No Event of Default falling within  any  of
          paragraphs  (f)  to (l) inclusive of  Clause  23.1  has
          occurred  with  respect to it or any of  its  Principal
          Subsidiaries or any of its (or their) assets.

     (b)  Powers  and authority:  It has the power to enter  into
          and   perform  the  Finance  Documents  and  any  other
          Transaction  Documents to which it is a party  and  the
          transactions to be implemented pursuant thereto and has
          taken all necessary action to authorise the entry  into
          and performance of those documents and transactions.

     (c)  Legal  validity:   Subject to  the  Reservations,  this
          Agreement   constitutes,  and  any   and   each   other
          Transaction  Document to which it is or will  become  a
          party  (when  executed by it or  on  its  behalf)  will
          constitute,  its  legal, valid and binding  obligations
          and  (without limiting the generality of the foregoing)
          any  Security  Document to which it is a party  creates
          the  security  interests  which that Security  Document
          purports  to create or, as the case may be,  accurately
          evidences  a  security interest which has been  validly
          created (except that no warranty is given as to whether
          any  such security interest is fixed or floating).   To
          the  best  of its knowledge and belief after reasonable
          enquiry all such Transaction Documents (other than  the
          Finance  Documents)  have  been  duly  authorised   and
          approved  by  the other parties thereto and constitute,
          subject  to  the  Reservations, the  legal,  valid  and
          binding obligations of those parties.

<PAGE> 50
     (d)  Non-conflict:  The entry into and performance by it  of
          this  Agreement  and  any  and each  other  Transaction
          Document to which it is a party and the transactions to
          be  implemented pursuant to those documents do not  and
          will not conflict with:

          (i)  any  law or regulation or any official or judicial
               order  applicable  to it or  any  Licence  or  any
               Licence Undertaking,

          (ii) its   memorandum   or  articles  of   association,
               statutes,  by-laws  or  other  constitutional   or
               governing  documents  or any  of  its  resolutions
               (having current effect), or

          (iii) any  agreement or instrument to which it  or
               any  Subsidiary  of  it is a  party  or  which  is
               binding upon any of them or on its assets or those
               of any such Subsidiary in such a manner or to such
               an  extent as to have a Material Adverse Effect or
               in  a  manner or to an extent which is  reasonably
               likely to result in any material liability on  the
               part  of  any of the Finance Parties to any  third
               party by reason of any such conflict, nor will  it
               result  in  the  creation  or  imposition  of  any
               Encumbrance on any of its assets or those  of  any
               Principal  Subsidiary (save, in the  case  of  the
               Company  and  Bidco,  for any Encumbrance  created
               pursuant to the Security Documents).

     (e)  No  Default:  (i) No Event of Default has occurred  and
          is  continuing which has not been waived, and  (ii)  no
          event has occurred and is continuing which has not been
          waived  and which constitutes or which, with the giving
          of  notice, expiry of any cure period, determination of
          materiality  or satisfaction of any other condition  in
          each  case  provided  for  in  any  such  agreement  or
          document  (other  than  the  mere  occurrence  of  such
          event),  is reasonably likely to constitute  a  default
          under  or in respect of any other agreement or document
          to  which it or any Subsidiary of it is a party in such
          a  manner  or to such an extent as to have  a  Material
          Adverse Effect.

     (f)  Consents:    Any  and  all  authorisations,  approvals,
          consents,  licences, exemptions, filings, registrations
          and  other matters required on the part of any  Obligor
          or  the Target pursuant to any law or the terms of  the
          Licence   or  any  Licence  Undertaking   for   or   in
          consequence  of  (i) the Offer, and/or (ii)  the  entry
          into  and  performance by it of and/or the validity  of
          any  of  the  Finance  Documents  and  the  Transaction
          Documents to which it is a party or the transactions to
          be   implemented  pursuant  thereto  and/or  (iii)  the
          continued carrying on of the business of the Target and
          the Group in the ordinary course, have been obtained or
          effected or will be obtained or effected prior  to  the
          date  required by law to the extent that failure to  do
          so  would have a Material Adverse Effect, save (in  the
          case  of (ii)) for the filing in the United Kingdom  of
          the  prescribed  particulars of the Security  Documents
          pursuant  to Section 395 of the Companies Act 1985  (as
          amended),  the  registration of the  transfers  of  the
          shares  which  are the subject of mortgages  and  other
          Encumbrances  created  by the  Security  Documents  and
          other filings and registrations necessary in connection
          with the enforcement of the Security Documents.

     (g)  Accounts:

          (i)  Its   Accounts  most  recently  delivered  to  the
               Facility  Agent  under Clause  21.2(a)  have  been
               prepared,  save  as  disclosed  in  notes  to   or
               accompanying  those Accounts, in  accordance  with

<PAGE> 51
               the  provisions of Clause 21.2(d) and (in the case
               of  audited  annual Accounts) present a  true  and
               fair   view  of  or  (in  the  case  of  unaudited
               Accounts)  fairly present its and (if consolidated
               Accounts) its Subsidiaries' financial position  as
               at  the  Accounting Date to which  the  same  were
               prepared  and/or (as appropriate) the  results  of
               operations  and  (in the case of annual  Accounts)
               changes   in   financial   position   during   the
               Accounting   Period   ending   on   the   relevant
               Accounting Date, subject, in the case of quarterly
               and   monthly   Accounts,  to  normal   year   end
               adjustments and to the lack of notes thereto.

          (ii) Each  of  the  information, reports and  documents
               delivered  to  the  Facility  Agent  under  Clause
               21.2(b)  was  true and accurate  in  all  material
               respects  as of the date thereof and did not  omit
               any  material information required to be  included
               therein.

     (h)  Litigation:     No    litigation,    arbitration     or
          administrative    or    regulatory    proceedings    or
          investigations  for which process or initiation  claims
          have  been served on it or any of its Subsidiaries and,
          to   its   knowledge,   no   litigation,   arbitration,
          administrative or regulatory proceedings  involving  it
          or  any  of its Subsidiaries are pending or threatened,
          which  are reasonably likely to be determined adversely
          to it or to such Subsidiary, and which, if so adversely
          determined, would have a Material Adverse Effect.

     (i)  Tax liabilities:  No claims are being or are reasonably
          likely  to  be  asserted  against  it  or  any  of  its
          Subsidiaries with respect to Taxes which are reasonably
          likely  to  be determined adversely to it  or  to  such
          Subsidiary and which, if so adversely determined, would
          have  a  Material Adverse Effect.  It and each  of  its
          Subsidiaries is not materially overdue in the filing of
          any Tax returns required to be filed and it and any  of
          its Subsidiaries has paid all Taxes shown to be due  on
          any  Tax returns required to be filed by it or  on  any
          assessments  made  against it  (other  than  any  being
          contested  in  good  faith by  appropriate  process  in
          respect   of   which   adequate  reserves   are   being
          maintained)  non-payment, or a claim  for  payment,  of
          which  would in each such case have a Material  Adverse
          Effect.

     (j)  Encumbrances:  No Encumbrance exists over its or any of
          its Subsidiaries' assets which would cause a breach  of
          Clause 21.3(a) of this Agreement.

     (k)  Information   Memorandum:   (This  representation   and
          warranty is given only upon issue and approval  by  the
          Company in writing of an Information Memorandum.)   All
          material   factual   information   contained   in   the
          Information  Memorandum was true (or, in  the  case  of
          information  provided  by any  person  other  than  the
          Company or Bidco its or their advisors, was true to the
          best  of  its  knowledge  and belief  in  all  material
          respects at the date (if any) ascribed thereto  in  the
          Information Memorandum or (if none) at the date of  the
          relevant component of the Information Memorandum.   Any
          and  all  expressions of opinion or intention  and  any
          forecasts  and projections contained in the Information
          Memorandum were arrived at after careful consideration,
          were fair and were based on reasonable grounds, and the
          Information  Memorandum, taken as a whole,  as  of  its
          date was not misleading in any material respect and did
          not  omit  to  disclose any matter failure to  disclose
          which   would   result  in  any  material   information
          contained   in   the   Information   Memorandum   being
          misleading  in any material respect in the  context  of
          this Agreement.
<PAGE> 52
     (l)  Acquired  Assets:  All of the Shares which are acquired
          by  it pursuant to the Offer will be beneficially owned
          by  Bidco  and  Bidco will be entitled  forthwith  (but
          subject  to registration in the shareholders'  register
          of  the  Target of the transfer of those Shares,  which
          registration  will be completed as soon  as  reasonably
          practicable)  to become the legal registered  owner  of
          such  Shares  free  from all Encumbrances,  claims  and
          competing   interests  whatsoever  save  as   expressly
          permitted or created under this Agreement and the other
          Finance Documents.

     (m)  Ownership  of assets:  Save to the extent  disposed  of
          without  breaching  the terms of  any  of  the  Finance
          Documents,  it  and each of its Subsidiaries  has  good
          title to or valid leases or licences of or is otherwise
          entitled  to use all material assets necessary properly
          to conduct its business the absence of which would have
          a Material Adverse Effect.

     (n)  Documents:

          (i)  The  documents delivered to the Facility Agent  by
               or on behalf of any Obligor pursuant to Clause 4.1
               and  any  other provision of the Finance Documents
               were  genuine  and in the case of copy  documents,
               were  true,  complete and accurate copies  in  all
               material respects, of originals which had not been
               amended, varied, supplemented or superseded in any
               way which would be likely to affect materially and
               adversely  the  interests of the Banks  under  the
               Finance  Documents, save as consented to  pursuant
               to a Waiver Letter.

          (ii) The Press Release and Offer Document and any other
               documents relating to the Offer furnished  to  the
               Facility Agent, contain all the material terms  of
               the  Offer.  The Offer Document corresponds to the
               terms   of  the  Press  Release  in  all  material
               respects.   The  Articles of  Association  of  the
               Company,  the   Subscription  Agreement  and   the
               Intercreditor Agreement contain all  the  material
               terms  of the agreements and arrangements  between
               CSW and the Company (and between CSW and any other
               member of the Group) relating to the Company.

     (o)  Environmental Matters:

          (i)  It  and its Subsidiaries have obtained any and all
               requisite Environmental Licences required for  the
               carrying on of its business as currently conducted
               and  have  at  all times complied in all  material
               respects with (A) the terms and conditions of such
               Environmental   Licences   and   (B)   all   other
               applicable  Environmental Law which in each  case,
               if  not  complied  with,  would  have  a  Material
               Adverse Effect, and there are to its knowledge  no
               circumstances which may prevent or interfere  with
               such compliance in the future;

          (ii) so  far  as  it  is aware (after due  enquiry)  no
               Dangerous  Substance has been used,  disposed  of,
               generated, stored, transported, dumped,  released,
               deposited, buried or emitted at, on, from or under
               any  site  or  premises  (whether  or  not  owned,
               leased,  occupied or controlled by any Obligor  or
               any  of its Subsidiaries and including any offsite
               waste management or disposal location utilised  by
               any   Obligor   or   any   such   Subsidiary)   in
               circumstances where this would be likely to result

<PAGE> 53
               in  the  imposition of a liability on any  Obligor
               which would have a Material Adverse Effect;

          (iii) so  far  as it is aware (after due  enquiry)
               there  is  no  Environmental  Claim  (whether   in
               respect of any site previously or currently  owned
               or   occupied  by  any  member  of  the  Group  or
               otherwise) pending or threatened, and there are no
               past   or  present  acts,  omissions,  events   or
               circumstances  that would be likely  to  form  the
               basis  of  any  Environmental  Claim  (whether  in
               respect of any site previously or currently  owned
               or   occupied  by  any  member  of  the  Group  or
               otherwise),  against that Obligor  which  in  each
               case is reasonably likely to be determined against
               that Obligor and which if so decided would have  a
               Material Adverse Effect.

     (p)  The  Company:  At the first Utilisation Date,  save  as
          arises  under  the  Transaction  Documents  and/or   in
          consequence of acceptances of the Offer and  save  also
          for  Offer Costs, neither the Company nor Bidco had any
          material commitments or indebtedness.

     (q)  Licence:

          (i)  The  Licence  is in full force and  effect,  there
               exist  no  material breaches of the terms  of  the
               Licence or any Licence Undertakings and there  are
               no  circumstances in existence which would entitle
               the Director General or the Secretary of State  to
               seek to revoke the Licence;

          (ii) There  are  no  Licence Undertakings,  other  than
               those  copies of which have been delivered to  the
               Facility Agent pursuant to Clause 4.1.

20.2 Repetition

     The  representations and warranties set out in  Clause  20.1
     shall survive the execution of this Agreement and the making
     of  each Utilisation hereunder and shall be made on the date
     hereof  and be deemed to be repeated on the date of delivery
     of  each Request hereunder and on each Utilisation Date  and
     on  each  Interest  Date, with reference to  the  facts  and
     circumstances then subsisting, as if made at each such time,
     provided that:

     (a)  the   representation   and   warranty   set   out    in
          Clause 20.1(k) shall be made only on the date of  issue
          and  approval by the Company or Bidco in writing of any
          Information Memorandum; and

     (b)  the  representations and warranties set out in  Clauses
          20.1 (e), (h), (i), (l), (n)(ii), (p) and (q) shall not
          be repeated after the first Utilisation Date.

21.  UNDERTAKINGS

21.1 Duration

     The  undertakings in this Clause 21 shall  remain  in  force
     from and after the date of this Agreement and so long as any
     amount is or may be outstanding under this Agreement or  any
     Commitment is in force.

21.2 Information and Accounting Standards

<PAGE> 54
(a)  Accounts:  The Company shall furnish or procure  that  there
     shall  be  furnished  to the Facility  Agent  in  sufficient
     copies for each of the Banks:

     (i)  as  soon  as  practicable (and in any event within  120
          days) after the end of each annual Accounting Period:

          (I)  the audited consolidated accounts of the Group for
               such Accounting Period

          (II) the  audited accounts of each Principal Subsidiary
               for such Accounting Period,

          in  each  case comprising at least an audited  (in  the
          case  of  the Company and Bidco, consolidated)  balance
          sheet  and  profit  and  loss  account  and  cash  flow
          statement for such Accounting Period;

     (ii) as  soon  as  practicable (and in any event  within  60
          days) after the end of each quarterly Accounting Period
          commencing  with the first quarterly Accounting  Period
          to  commence  after the Unconditional Date (other  than
          the  final  quarterly Accounting Period in  any  annual
          Accounting Period), the unaudited consolidated accounts
          of the Group for such Accounting Period approved by the
          board of directors of the Company showing at least  the
          detailed   information  necessary  to   determine   the
          Company's compliance with its obligations under  Clause
          22.1,   and  in  each  case  comprising  at   least   a
          consolidated balance sheet, profit and loss account and
          cash   flow  statement  for  such  Accounting   Period,
          including  a  written  report by  the  Chief  Financial
          Officer  on  the  main operating and  financial  issues
          arising during such Accounting Period (if any);

     (iii) at  the same time as the Accounts for any  annual
          Accounting  Period are delivered (or, if not delivered,
          required  to  be delivered) pursuant to  paragraph  (i)
          above:

          (I)  a  report  of  the  Auditors (A)  setting  out  in
               reasonable detail computations establishing, as at
               the  date  of such Accounts, whether each  of  the
               financial  ratios  set out  in  Clause  22.1  were
               complied  with, and (B) stating that the  Auditors
               did  not in the course of their audit discover any
               breach  of the obligations set out in Clause  22.1
               or, if they did, describing the same; and

          (II) a certificate signed by two Authorised Signatories
               of  the  Company (one of whom shall be  the  Chief
               Financial Officer), stating that as at the date of
               such  certificate no Default has occurred  and  is
               then  continuing  which has  not  previously  been
               waived  pursuant to a Waiver Letter  or  providing
               details  of  any such Default and of the  remedial
               action proposed to be taken;


     (iv) at  the  same  time as the Accounts for  any  quarterly
          Accounting  Period are delivered (or, if not delivered,
          required  to  be delivered) pursuant to paragraph  (ii)
          above   a   certificate,  signed  by   two   Authorised
          Signatories of the Company (one of which shall  be  the
          Chief Financial Officer):

          (I)  setting  out  in  reasonable  detail  computations
               establishing,  as  at the date of  such  Accounts,
               whether  each of the financial ratios set  out  in
               Clause 22.1 was complied with; and

<PAGE> 55
          (II) stating that as at the date of such certificate no
               Default has occurred and is then continuing  which
               has  not  been  previously waived  pursuant  to  a
               Waiver  Letter or providing details  of  any  such
               Default and of the remedial action proposed to  be
               taken.

     (v)  at  the  same time as delivered to the Director General
          pursuant to Condition 2 of Part II of any Licence  held
          by  any  member of the Group, copies of the  accounting
          statements  delivered to the Director General  pursuant
          thereto.

     (vi) as  soon  as  practicable after the Unconditional  Date
          (and  in  any event no later than the date of delivery,
          or,  if  not delivered, the last date for delivery,  of
          Accounts  pursuant to Clause 21.2(a)(ii) for the  first
          full  quarterly Accounting Period commencing after  the
          Unconditional Date) consolidated unaudited accounts  of
          the  Company  and its Subsidiaries prepared  on  a  pro
          forma   basis  for  the  three  consecutive   quarterly
          Accounting  Periods last commencing  (on  a  pro  forma
          basis  as  described  below) before  the  Unconditional
          Date,   showing  at  least  the  detailed   information
          necessary  to  determine the Company's compliance  with
          its  obligations  under Clause 22.1 and  comprising  at
          least  a  consolidated balance sheet, profit  and  loss
          account  and  cash flow statement for  such  Accounting
          Periods and all prepared as if:

          (A)  the  Unconditional Date had occurred on the  first
               day   of  the  first  of  those  three  pro  forma
               Accounting Periods (and as if the Company had then
               been in existence);

          (B)  all Utilisations had been made on dates falling at
               the  same  intervals after the Unconditional  Date
               taken  to  have occurred as aforesaid as  was  the
               case  relative  to  the actual Unconditional  Date
               (but  nevertheless  applying the  actual  interest
               rates determined and applicable hereunder); and

          (C)  any  disposal of the Grid Shares by any member  of
               the  Group  (in  the  case of a  disposal  by  the
               Target, only if it occurs whilst the Target  is  a
               member of the Group) and the consequent prepayment
               of  the  Tranche  1 Advances had occurred  on  the
               dates following the same number of days after  the
               Unconditional  Date  taken  to  have  occurred  as
               aforesaid  as was the case relative to the  actual
               Unconditional Date.

               If  Grid Shares are disposed of as aforesaid after
               the  preparation of such pro-forma  accounts,  the
               Company shall promptly prepare and deliver revised
               pro-forma  accounts as aforesaid so as to  include
               such disposal and the consequent prepayment of the
               Tranche 1 Advances in the manner described above.

(b)  Notifications:   The Company shall furnish or  procure  that
     there shall be furnished to the Facility Agent in sufficient
     copies for each of the Banks:-

     (i)  promptly,  all  notices,  reports  or  other  documents
          despatched by the Company to its shareholders (in their
          capacity   as  shareholders  convening  or   concerning
          shareholders meetings or to which they are entitled  by
          statute or under the Company's Articles of Association)
          generally (or any class of them);

<PAGE> 56
     (ii) promptly  after  becoming  aware  of  the  same   being
          instituted  or  threatened, details of any  litigation,
          arbitration or administrative proceedings involving  it
          or   any   of  its  Subsidiaries  which,  if  adversely
          determined,  would  have a Material Adverse  Effect  or
          which would involve liability or potential liability or
          alleged liability in excess of 10,000,000 pounds or its
          equivalent  in other currencies or which  involves  the
          Director  General, the Secretary of State, any  Licence
          held  by  any  member  of  the  Group  or  any  Licence
          Undertaking;

     (iii) promptly, such further information regarding  its
          financial  condition, business and assets and  that  of
          the  Group  and/or  any member thereof  (including  any
          requested amplification or explanation of any  item  in
          any  Accounts, forecasts, projections or other material
          provided  by  any  Obligor hereunder) as  the  Facility
          Agent  or the Majority Banks through the Facility Agent
          may reasonably request from time to time;

     (iv) promptly,  upon being notified of the same, details  of
          all  transfers  of shares in the share capital  of  any
          Obligor, and details of any issue or transfer of shares
          in  the  capital of any member of the Group made  after
          the  date  hereof to any person who is not a member  of
          the Group;

     (v)  written  details of any Default forthwith upon becoming
          aware  of  the  same, and of all remedial  steps  being
          taken  and  proposed  to be taken in  respect  of  that
          Default;

     (vi) during  the period from the date of issue and  approval
          by  the  Company  to the earlier of (A)  the  date  six
          months thereafter, and (B) the close of syndication  of
          the  Facilities  as  determined and  confirmed  to  the
          Company by the Facility Agent, the Company will  notify
          the  Facility Agent in reasonable detail of any matters
          (whether  occurring  prior to  or  after  the  date  of
          approval and issue of the Information Memorandum) which
          cause  the  Information Memorandum  when  read  without
          knowledge   of   such  matters  to  be  inaccurate   or
          misleading in any material respect; and

     (vii) promptly  upon being aware that any modifications
          to  the  Licence  are being proposed  by  the  Director
          General   or   the  Target  and/or  that  any   Licence
          Undertaking is being requested by the Director  General
          or  the Secretary of State, reasonable details thereof,
          to be updated from time to time to reflect any changes.

(c)  Audit and Accounting Dates:  The Company will ensure that:-

     (i)  the  annual  Accounts to be delivered to  the  Facility
          Agent  pursuant to Clause 21.2(a)(i)(I) are audited  by
          the Auditors;

     (ii) the  Company  shall  at all times have  duly  appointed
          Auditors  or,  in  the  event  of  resignation  of  the
          Auditors, shall appoint replacement Auditors  within  a
          reasonable time;

     (iii) each financial year and each quarterly Accounting
          Period of the Group shall end on an Accounting Date;

     (iv) each of its financial years and each financial year  of
          each  Subsidiary shall end on 31st March, and no member
          of  the Group will change its financial year end (other
          than  to  31st March) without the prior written consent
          of the Facility Agent.

<PAGE> 57
(d)  Accounting  Standards:  The Company  will  ensure  that  all
     Accounts shall be prepared in accordance with the Applicable
     Accounting  Principles and (except in  the  case  of  annual
     audited  Accounts provided pursuant to Clause 21.2(a)(i)(I))
     in  substantially the same format and with substantially the
     same  headings and other characterisations as  in  the  Base
     Financial  Statements, or shall indicate in notes  to  or  a
     letter  accompanying  such Accounts any material  departures
     from   the  Applicable  Accounting  Principles  and/or  such
     format, headings and characterisations..

(e)  Accounts  Letter:  Where any Accounts have been prepared  in
     any  respect so as to depart materially from the  Applicable
     Accounting  Principles  and/or  the  format,  headings   and
     characterisations  as applied and/or set  out  in  the  Base
     Financial  Statement, the Company shall provide  or  procure
     that  there  is  provided to the Facility  Agent  a  written
     explanation of such departure which the Facility Agent shall
     forward to the Banks.  If the Majority Banks and the Company
     agree,  such  departure shall become part of the  Applicable
     Accounting  Principles.   If  the  Majority  Banks  and  the
     Company  do  not so agree, such departure shall  not  become
     part  of  the  Applicable  Accounting  Principles  and   the
     Majority Banks may require that the Company furnish  to  the
     Facility Agent for the Banks a statement that such departure
     has  not  altered any of the numerical information  required
     for  the  purpose of establishing whether or not the Company
     is  in compliance with its obligations under Clause 22.1  or
     (if  it  has) setting out the effects of such alteration  in
     reasonable detail.

21.3 Security Value

(a)  Negative  Pledge:   No Obligor will, and each  Obligor  will
     procure  that no other member of the Group will,  create  or
     permit  to subsist any Encumbrance on the whole or any  part
     of  its  respective  present or future business,  assets  or
     undertaking, except for the following:-

     (i)  Encumbrances  constituted or evidenced by the  Security
          Documents;

     (ii) Encumbrances  expressly permitted by a  Waiver  Letter,
          provided that, except to the extent permitted by any of
          the  following exceptions, the principal amount of  the
          indebtedness secured by such Encumbrances shall not  at
          any  time  be increased beyond the amount so permitted,
          save as permitted by a further Waiver Letter;

     (iii) Encumbrances arising by operation of law  (or  by
          agreement to the same effect) in the ordinary course of
          business and not as a result of any default or omission
          on  the  part  of  any member of the  Group,  including
          without  limitation (but subject as aforesaid) (A)  any
          rights  of  set-off  with respect  to  demand  or  time
          deposits with financial institutions and bankers' liens
          with    respect   to   property   held   by   financial
          institutions, save in each case where such arrangements
          are   deliberately  established  for  the  purpose   of
          affording security to the bank or financial institution
          concerned and (B) Encumbrances with respect to Taxes;

     (iv) Encumbrances over goods and documents of title to goods
          (and related insurances) arising in the ordinary course
          of  letter of credit transactions entered into  in  the
          ordinary course of trade;

     (v)  Encumbrances  over  assets  (other  than  the   Shares)
          acquired  by members of the Group and existing  at  the
          date   of   their  acquisition  but  not   created   in
          contemplation of their acquisition, provided  that  (A)

<PAGE> 58
          the  principal amount secured by any such  Encumbrances
          shall  not  be  increased  beyond  the  amount  secured
          thereby  at the date of such acquisition and  (B)  such
          Encumbrances  are  released and discharged  within  six
          months after such acquisition;

     (vi) Encumbrances over credit balances on bank  accounts  of
          members of the Group created in order to facilitate the
          operation of such bank accounts and other bank accounts
          of  such members of the Group with the same bank  on  a
          net  balance  basis  with  credit  balances  and  debit
          balances on the various accounts being netted  off  for
          interest purposes;

     (vii) any  Encumbrance created under or  in  connection
          with   or   arising  out  of  any  pooling  settlement,
          arrangements  or  agreements  (including,  but  without
          limitation,  the Pooling and Settlement  Agreement)  of
          the  electricity  generation, supply  and  distribution
          industry  or  any transactions or arrangements  entered
          into  in  a  form usual in such industry in  connection
          with the management of risks relating thereto;

     (viii) any  Encumbrance  created by  a  Project  Finance
          Subsidiary over an asset and/or the income,  cash  flow
          or  other proceeds deriving from an asset owned  by  it
          which secures only Project Finance Indebtedness of that
          Project Finance Subsidiary incurred for the purpose  of
          financing  the acquisition, development, ownership  and
          operation of that asset;

     (ix) any  Encumbrance created over (and giving the  creditor
          recourse  only  to)  the shares in  the  capital  of  a
          Project   Finance  Subsidiary  securing  only   Project
          Finance    Indebtedness   of   that   Project   Finance
          Subsidiary; or

     (x)  Encumbrances (other than over the Shares) not otherwise
          permitted  pursuant to paragraphs (i)-(ix)  (inclusive)
          above  together securing indebtedness in  an  aggregate
          principal amount not exceeding 50,000,000 pounds (or its
          equivalent in other currencies).

(b)  Transactions similar to security:  No Obligor will, and each
     Obligor will procure that no member of the Group will,  save
     as permitted by a Waiver Letter:

     (i)  sell or otherwise dispose of any of its assets on terms
          where such asset may be leased to or re-acquired by any
          member of the Group; or

     (ii) purchase  any asset on terms providing for a  retention
          of  title by the vendor or on conditional sale terms or
          on terms having a like substantive effect to any of the
          foregoing, except for assets purchased in the  ordinary
          course of business.

(c)  Disposals:   No Obligor will, and each Obligor will  procure
     that  no  member of the Group will, save as permitted  by  a
     Waiver  Letter either in a single transaction or in a series
     of   transactions  whether  related  or  not   and   whether
     voluntarily  or  involuntarily,  sell,  transfer,  lease  or
     otherwise dispose of:

     (i)  any  shares in any member of the Group except  for  any
          disposal to the Company and the disposal of shares in a
          member  of  the Group holding only some or all  of  the
          businesses  and assets to whose disposal  the  Original
          Banks  have  consented  pursuant to  paragraph  (ii)(H)
          below;

<PAGE> 59
     (ii) all or any substantial part of its respective assets or
          undertaking  (not  being  an  asset  referred   to   in
          paragraph (i) above), other than:

          (A)  disposals of trading assets in the ordinary course
               of trading on arm's length terms;

          (B)  disposals  of assets (other than any  interest  in
               real  property)  where the net  proceeds  of  such
               disposal   will   be   applied   with   reasonable
               promptness  in or towards acquiring other  assets,
               in  the reasonable opinion of the person effecting
               the  disposal, comparable or superior as to  type,
               value and quality;

          (C)  disposals  of  plant and equipment or  other  like
               assets,  not required for the efficient  operation
               of   its   business  substantially  as   currently
               conducted, on arm's length terms;

          (D)  transfers  of cash in the ordinary course  of  its
               business unless otherwise prohibited by the  terms
               of the Finance Documents;

          (E)  the  disposal of investments on arm's length terms
               for   cash   or   in  exchange  for   other   such
               investments;

          (F)  disposals  of assets by a member of the  Group  to
               the  Company  or another member of  the  Group  in
               which  the  Company owns directly or indirectly  a
               corresponding   percentage   of   the    ownership
               interest;

          (G)  the  disposal  of Grid Shares for  cash  on  arm's
               length terms;

          (H)  any  disposals  to which the Original  Banks  have
               consented  in  writing on or  prior  to  the  date
               hereof; and

          (I)  the disposal of receivables on arm's length terms.

          All disposals (save where indicated) shall be made only
          for cash consideration and on arm's length terms.

          If  any member of the Group shall be or, as a result of
          the Target becoming a member of the Group whilst owning
          Grid Shares, shall become the owner of any Grid Shares,
          the  Company  and Bidco shall procure that  those  Grid
          Shares  are  sold to a person or persons  who  are  not
          members  of  the  Group for cash consideration  and  on
          arm's length terms by not later than the later of  31st
          January,  1996 and the date 30 days after the  date  on
          which shares in The National Grid Holding plc are first
          listed on The Stock Exchange or (if no such listing has
          occurred)  are first able to be freely disposed  of  by
          holders thereof.

(d)  Pari  passu  ranking:   Each  Obligor  undertakes  that  its
     obligations under this Agreement rank and will at all  times
     rank  at  least pari passu in right and priority of  payment
     and  in  point  of security (save by reason of  and  to  the
     extent  of  the  security afforded thereto by  the  Security
     Documents)  with all its other present and future  unsecured
     and   unsubordinated  obligations,  other  than  obligations
     applicable  generally  to  companies  incorporated  in   its
     jurisdiction  of  incorporation  which  have   priority   by
     operation  of  law  (including,  without  prejudice  to  the

<PAGE> 60
     generality  of  the  foregoing,  in  respect  of  employees'
     remuneration, Taxes and like obligations).

21.4 Liabilities

(a)  Borrowings:

     (i)  The  Company will procure that the aggregate Borrowings
          of the Target and its Subsidiaries taken together on  a
          consolidated  basis  (including  the  amount   of   any
          Borrowings thereof permitted pursuant to Clause 21.4(b)
          and  (c)  and  giving  effect to  the  proviso  to  the
          definition  of Borrowings in Clause 1.1) plus  (to  the
          extent  not  otherwise included in  Borrowings  of  the
          Target  and/or  its  Subsidiaries) the  amount  of  any
          actual or contingent liability of the Target and/or its
          Subsidiaries  (1) for Borrowings at that  time  of  any
          person  in  which the Target or any of its Subsidiaries
          has  an ownership interest, or (2) to provide funds  by
          loan,  subscription for share capital or  otherwise  to
          any   person  in  which  the  Target  or  any  of   its
          Subsidiaries has an ownership interest, will not exceed
          the sum of the following:

          (A)  the outstanding principal amount from time to time
               of   any  Tranche  3  Utilisations  made  by  such
               companies;

          (B)  the  principal  amount of all Borrowings  of  such
               companies  outstanding at the  Unconditional  Date
               save  to  the  extent  refinanced  by  Tranche   3
               Utilisations made by such companies and  excluding
               all  Borrowings  outstanding at the  Unconditional
               Date under the 400,000,000 pounds revolving credit
               facility   available  to  the  Target   under   an
               Agreement dated 26th July, 1995;

          (C)  the outstanding principal amount from time to time
               of  all Borrowings of such companies for which the
               only creditor is the Company or Bidco;

          (D)  Project Finance Indebtedness of the Target  and/or
               its  Subsidiaries outstanding from time  to  time;
               and

          (E)  50,000,000 pounds or such higher amount (if any) as
               may be permitted by a Waiver Letter.

     (ii) The  Company will procure that the members of the Group
          do  not  incur Borrowings of such amounts as result  in
          the  Company  failing to be in compliance  with  Clause
          22.1.

(b)  Third  party guarantees:  No Obligor will, and each  Obligor
     will  procure that no other member of the Group will,  incur
     or  permit to be outstanding, save as permitted by a  Waiver
     Letter,  any  Borrowing  falling within  the  provisions  of
     paragraph (f) of the definition of that term in Clause  1.1,
     other  than any such Borrowing (A) arising under the Finance
     Documents,  or  (B)  arising  out  of  the  endorsement   of
     negotiable  instruments for the purpose and in the  ordinary
     course of carrying on the relevant entity's trade (if and to
     the extent that the same would fall within the definition of
     Borrowings  in Clause 1.1), or (C) arising out of guarantees
     and  indemnities by members of the Group in favour of a bank
     to  facilitate the operation of bank accounts of members  of
     the  Group  which are maintained with such  bank  on  a  net
     balance  basis,  or  (D)  arising  out  of  guarantees   and
     indemnities  given by members of the Group (other  than  the
     Company)  in respect of Borrowings of other members  of  the
     Group  where  the  obligation guaranteed or  indemnified  is
     permitted  under  the terms of this Agreement,  or  (E)  any

<PAGE> 61
     guarantee, indemnity or similar assurance against  financial
     loss  given  under  or in connection with  any  pooling  and
     settlement   arrangements  or  agreements  (including,   but
     without limitation, the Pooling and Settlement Agreement) of
     the electricity generation, supply and distribution industry
     or  in  connection  with  any transactions  or  arrangements
     entered  into in a form usual in such industry in connection
     with the management of risk relating thereto (if and to  the
     extent  that  the same would fall within the  definition  of
     Borrowings in Clause 1.1).

(c)  Treasury  Transactions:  No Obligor will, and  each  Obligor
     will  ensure  that none of its Subsidiaries  will,  save  as
     permitted  by a Waiver Letter, enter into any interest  rate
     swap,  cap,  ceiling, collar or floor or any currency  swap,
     futures,  foreign exchange or commodity contract  or  option
     (whether over the counter or exchange traded) or any similar
     treasury  transaction,  other  than  spot  foreign  exchange
     contracts  entered into in the ordinary course of  business,
     and   transactions  for the hedging of actual  or  projected
     interest  rate, currency and/or commodity and/or electricity
     price  exposures  arising  in the  ordinary  course  of  the
     trading  activities of  such member of  the  Group  and  for
     hedging against a drop in the price of Grid Shares.

21.5 Loans  out:  No Obligor will, and each Obligor will  procure
     that no member of the Group will, be the creditor in respect
     of any Borrowings, save for:-

     (a)  any Borrowing approved pursuant to a Waiver Letter;

     (b)  any Borrowing under paragraph (b) of the definition  of
          "Borrowing"  in  Clause  1.1  where  trade  credit   is
          extended   by  any  member  of  the  Group  on   normal
          commercial  terms  and in the ordinary  course  of  its
          business on substantially the same terms (or terms more
          favourable to it) and in similar circumstances  as  for
          trade  credit extended prior to the date hereof by  the
          Target;

     (c)  loans made by one member of the Group to another member
          of  the  Group the proceeds of which are  used  by  the
          latter  member of the Group in the ordinary  course  of
          its business carried on in compliance with the terms of
          this Agreement;

     (d)  Borrowings   not   otherwise  permitted   pursuant   to
          paragraphs  (a) - (c) above in an aggregate amount  for
          the  Group  as  a  whole  at any time  outstanding  not
          exceeding 5,000,000 pounds.

21.6 Dividends, Share Capital and Subordinated Debt

(a)  Dividends

     The  Company will not, save as permitted by a Waiver Letter,
     declare, make or pay any dividend (or interest on any unpaid
     dividend),  charge,  fee or other distribution  (whether  in
     cash  or in kind) on or in respect of its share capital  (or
     any  class of its share capital) or distribute any  dividend
     or  share premiums reserves or pay interest or other charges
     on  Subordinated Debt (together "Dividends"), provided  that
     the  Company may pay in cash Dividends if (and only if) each
     of the following conditions are met:

     (i)  no  material  Default has occurred  and  is  continuing
          which  has not been waived pursuant to a Waiver  Letter
          at the time or would occur or be continuing immediately

<PAGE> 62
          after  the  payment  or  declaration  of  the  Dividend
          (whether or not caused by such payment or declaration);

     (ii) not more than 75% of the profit before tax of the Group
          for  any  annual Accounting Period shall be distributed
          by  the Company by way of Dividends and/or repayment of
          Subordinated  Debt (aggregated together)  (the  "Annual
          Distribution  Entitlement"), provided that  the  Annual
          Distribution  Entitlement  in  respect  of  any  annual
          Accounting  Period shall remain available  (subject  as
          provided in this Clause 21.6(a)) for distribution until
          (but not beyond) the date eighteen months after the end
          of  the annual Accounting Period in respect of which it
          has  arisen, and if not distributed by that date, shall
          only  be  distributed with the consent of the  Majority
          Banks;

     (iii) the ratio of Consolidated Net Total Borrowings  to
          the  aggregate  of  Adjusted Capital and  Reserves  and
          Consolidated  Net  Total Borrowings  is,  and  will  be
          immediately  after  payment  of  the  Dividends  and/or
          repayment  of  the  Subordinated Debt,  not  more  than
          55:100.

(b)  Certification of Payment Amounts

     Where  any payment of Dividends or repayment of Subordinated
     Debt is proposed to be made by the Company the Company shall
     prior  to making such payment provide to the Facility  Agent
     not  less than 10 Business Days before the proposed date for
     payment  a  certificate signed by two Authorised Signatories
     of  the  Company  (one of whom shall be the Chief  Financial
     Officer)  in a form reasonably satisfactory to the  Facility
     Agent  showing  (i)  the date and amount  of  such  proposed
     payment  and (ii) such calculations in reasonable detail  as
     are  necessary to show that Clauses 21.6(a)(ii) and  22.1(a)
     are and immediately after the making of such payment will be
     complied with.

(c)  Share Capital and Subordinated Debt

     The Company will not, and (in the case of paragraph (ii)) no
     Obligor  will, and each Obligor will procure that  no  other
     member  of  the Group will, save as permitted  by  a  Waiver
     Letter:

     (i)  redeem,  repurchase, defease, retire, return  or  repay
          any  of  its  share  capital or Subordinated  Debt,  or
          resolve  to  do  so, save, in the case of  Subordinated
          Debt,  (A)  out of the proceeds of a further  issue  of
          share  capital or Subordinated Debt permitted  pursuant
          to paragraph (ii) below, or (B) to the extent that such
          redemption, repurchase, defeasance, retirement,  return
          or  repayment  would  be permitted pursuant  to  Clause
          21.6(a) and (b) were it to comprise instead the payment
          of Dividends in the same amount; or

     (ii) save  (in  the case of the Company) as contemplated  by
          the Subscription Agreement, issue any new share capital
          or  Subordinated Debt or grant any option to any person
          to  subscribe for any shares in its capital other  than
          (save in the case of the Company) to another member  of
          the  Group, provided that the Company may issue (A)  to
          CSW  and/or  (provided that no Event of  Default  under
          Clause 23.1(n) is then in existence or will result) any
          other  person  share  capital of a  type  substantially
          similar  to  the  shares to be  issued  by  it  to  CSW
          pursuant  to  the  Subscription  Agreement,  which   is
          subscribed  for in full in cash at the time  of  issue,
          and/or (B) to CSW and/or any person who holds at  least
          5%  of  the issued share capital of the Company without

<PAGE> 63
          an  Event  of Default under Clause 23.1(n) existing  or
          resulting  from  such ownership and is  or  has  become
          party to the Intercreditor Agreement, Subordinated Debt
          which is subscribed for in full in cash.

21.7 Environmental matters

     Each  Obligor will and will procure that each member of  the
     Group will:

     (a)  obtain  all requisite Environmental Licences and comply
          in  all  material  respects  with  (i)  the  terms  and
          conditions of all Environmental Licences applicable  to
          it  and (ii) all other applicable Environmental Law  in
          each  case where failure to do so would have a Material
          Adverse Effect;

     (b)  promptly  upon receipt of the same, notify the Facility
          Agent  and  the Security Agent of any claim, notice  or
          other  communication served on it  in  respect  of  any
          alleged  breach of or corrective or remedial obligation
          or  liability under any Environmental Law which  would,
          if substantiated, have a Material Adverse Effect.

21.8 Insurance

     Each Obligor will, and will procure that each member of  the
     Group  will,  insure and keep insured all its  property  and
     assets  (including  those taken on lease)  of  an  insurable
     nature  and which are customarily insured (either  generally
     or by companies carrying on a similar business) against loss
     or  damage by fire and other risks normally insured  against
     by  persons carrying on the same class of business  as  that
     carried on by it in a similar location and in a sum or  sums
     and with deductibles and other terms consistent with prudent
     market practice for companies carrying on a similar business
     in  a similar location.  Each Obligor will, and will procure
     that   each  member  of  the  Group  will,  with  reasonable
     promptness  after becoming aware of the relevant requirement
     effect   and  maintain  all  insurances  required   by   any
     applicable law or by the Licence.

21.9 General Undertakings

(a)  Change of business:  No Obligor will, and each Obligor  will
     procure  that  no other member of the Group  will,  save  as
     permitted by a Waiver Letter, make or threaten to  make  any
     substantial change in the nature of its respective  business
     as compared to that conducted at the date hereof or carry on
     any  other  business which, in either case, results  in  any
     material change in the nature of the business carried on  by
     the  Group as a whole compared to that conducted at the date
     hereof.

(b)  Mergers:  Neither the Company nor the Target nor  any  other
     Obligor  will, and each Obligor will procure that  no  other
     member  of  the Group will, save as permitted  by  a  Waiver
     Letter,  enter  into  any merger or consolidation,  provided
     that members of the Group other than the Company, Bidco, the
     Target  and any Obligor may merge or consolidate with  other
     such members of the Group.

(c)  Holding  Company:   Save as permitted by  a  Waiver  Letter,
     neither  the  Company nor Bidco shall carry on any  business
     (other  than  the holding of shares in and the provision  of
     administrative services to members of the Group) or  acquire
     any  assets  other  than Cash, investments  which  are  cash
     equivalents  as  that term is defined for  the  purposes  of

<PAGE> 64
     Financial Reporting Standard 1 "Cash Flow Statements" issued
     by the Accounting Standards Board or shares which (i) in the
     case  of the Company, are shares in Bidco , or (ii)  in  the
     case  of  Bidco are Shares, acquired in the Target by  Bidco
     pursuant  to the Offer or are Grid Shares, or (iii)  in  the
     case of the Company and/or Bidco are shares are in companies
     which  are already members of the Group, and in the case  of
     (i),  (ii) and (iii) are or become on acquisition mortgaged,
     pledged  or otherwise charged to the Security Agent pursuant
     to the Security Documents.

(d)  Administration and winding-up orders etc.:  No Obligor will,
     and  each Obligor will procure that no other member  of  the
     Group  will, save as permitted by a Waiver Letter,  make  or
     join  in  making  any  application  to  any  court  for   an
     administration,  winding-up, receivership or  other  similar
     order  to  be made in relation to any member of  the  Group,
     other than in respect of a solvent winding-up or dissolution
     of  a member of the Group which is not an Obligor where such
     application  or  the granting of any such application  would
     not have a Material Adverse Effect.

(e)  Arm's-length terms:  No Obligor will, and each Obligor  will
     procure  that no other member of the Group will, enter  into
     any material transaction with any person (including, without
     limitation,  CSW  or  any  of its Affiliates  or  associated
     companies)  otherwise  than on arms length  terms,  save  as
     permitted by a Waiver Letter, and save for (i) loans made by
     one member of the Group to another member of the Group which
     are  permitted  by  Clause 21.5(c), (ii)  disposals  by  one
     member of the Group to another member of the Group permitted
     by  Clause 21.3(c), (iii) transactions entered into on terms
     more  favourable  to a member of the Group than  would  have
     been  the case had the transaction been entered into on arms
     length terms, and (iv) transactions (including the issue  of
     Subordinated Debt as and to the extent permitted  hereunder)
     expressly permitted by this Agreement.

(f)  Amendments to documents:  No Obligor will, and each  Obligor
     will  procure  that no other member of the  Group,  save  as
     permitted  by a Waiver Letter, will or will agree to  amend,
     supplement,  supersede or waive any term of the  Transaction
     Documents,  if  on  or prior to the first Utilisation  Date,
     without the prior written consent of the Majority Banks, and
     thereafter  in any way which would be likely materially  and
     adversely  to  affect the interests of the Banks  under  the
     Finance Documents.

(g)  Constitutional Documents:  No Obligor will, and each Obligor
     will procure that no other member of the Group will, save as
     permitted by a Waiver Letter or as required by law, amend or
     seek or agree to amend or replace the memorandum or articles
     of  association or other constitutional documents or by-laws
     of  any member of the Group in any way which would be likely
     materially  and  adversely to affect the  interests  of  the
     Banks under the Finance Documents, provided that if any such
     undertaking would not be enforceable (having regard  to  the
     rule  in  Russell  v. Northern Bank Development  Corporation
     Limited & Ors) against any Obligor it shall not be given  by
     that Obligor.

(h)  Compliance  with laws:  Each Obligor will, and will  procure
     that  each  other member of the Group will,  comply  in  all
     material   respects   with  all  applicable   laws,   rules,
     regulations  and  orders  of  any  governmental   authority,
     whether domestic or foreign, having jurisdiction over it  or
     any of its assets, failure to comply with which would have a
     Material Adverse Effect.

(i)  Consents:   Each  Obligor will, and will procure  that  each
     other member of the Group will, obtain, promptly renew  from
     time  to time and maintain in full force and effect, and  if
     so  requested  promptly  furnish  certified  copies  to  the
     Facility   Agent   of  all  such  material   authorisations,

<PAGE> 65
     approvals,  consents,  licences and  exemptions  as  may  be
     required under any applicable law or regulation or under the
     Licence or any Licence Undertaking:

     (i)  to  enable  each  Obligor  to  perform  its  respective
          material  obligations  under the Finance  Documents  to
          which  it  is  a party or required for the validity  or
          enforceability  of  such Finance Documents  or  of  any
          security provided for thereby; and/or

     (ii) to  carry on its business as it is being conducted from
          time to time where failure to obtain, renew or maintain
          any  such authorisation, approval, consent, licence  or
          exemption or non-compliance with the terms of the  same
          would have a Material Adverse Effect.

(j)  Pension  Schemes:  The  Company will  if  requested  by  the
     Facility Agent deliver to the Facility Agent at such time as
     those  reports  are prepared in order to  comply  with  then
     current statutory or auditing requirements actuarial reports
     in  relation  to  the  pension schemes for  the  time  being
     operated  by members of the Group, and will ensure that  all
     such  pension  schemes are fully funded based on  reasonable
     actuarial assumptions applicable in the United Kingdom.

(k)  Syndication:  The Company shall ensure that all  members  of
     the  Group will provide assistance to the Facility Agent and
     the   Arrangers  in  the  preparation  of  the   information
     memorandum for syndication of the Facilities and comply with
     all  reasonable  requests  for  information  from  potential
     syndicate  members made through the Facility  Agent  or  the
     Arrangers.

(l)  Revocation  or  Modification of Licence:   The  Company  and
     Bidco  will  procure that the Target, once it has  become  a
     Subsidiary  of  the Company, and any and each other  Licence
     holder  shall comply in all respects with the terms  of  its
     Licence  and  shall not consent, without the  prior  written
     consent  of  the  Majority Banks, to any revocation  of  its
     Licence or to any material modification to the terms thereof
     if  such  modification,  in the reasonable  opinion  of  the
     Majority  Banks, would have (whether immediately or  in  the
     course  of time prior to the Tranche 2/3 Repayment  Date)  a
     Material Adverse Effect.

(m)  Licence  Undertakings:  The Company and Bidco  will  consult
     with  the  Original Banks with regard to the  terms  of  any
     Licence Undertaking which it or any Holding Company of it or
     CSW  or  the Target may be required to give to the  Director
     General  or  the Secretary of State in connection  with  the
     Offer  and will not give and will procure that such  Holding
     Company, CSW and (once it has become a Subsidiary of  Bidco)
     the  Target  will  not  give  any such  Licence  Undertaking
     without  the  prior  consent of  the  Majority  Banks  (such
     consent not to be unreasonably withheld).

21.10     The Offer

(a)  Each of the Company and Bidco undertakes that:

     (i)  without the prior agreement of the Majority Banks, (the
          agreement  of  the  Majority Banks  being  conclusively
          evidenced  by a written notice from the Facility  Agent
          to the Company) neither the Company (in the case of (G)
          only) nor Bidco will:

          (A)  amend  or  vary any material term or condition  of
               the Offer;

<PAGE> 66
          (B)  do  or  permit to be done (otherwise than  on  the
               instructions  of  the  Panel  and  otherwise  than
               permitting  the Offer to become or  declaring  the
               Offer  unconditional without any  breach  of  this
               Clause  21.10 (other than paragraph (a)(ii) and/or
               (iii) and otherwise than as permitted pursuant  to
               Clause 21.10(b) or (c)) anything which would cause
               the Panel to regard any material term or condition
               of  the Offer as having been waived, withdrawn  or
               (in  the  case  of  the  Judgment  Conditions  (as
               defined below)) satisfied;

          (C)  subject to paragraph (b) below, waive, withdraw or
               agree  or decide not to enforce any material  term
               or condition of the Offer;

          (D)  subject to paragraph (c) below, declare or  accept
               or treat as satisfied any Judgment Condition;

          (E)  declare, decide or accept any percentage below  50
               per  cent. plus one Share for the purposes of  any
               of  the  conditions  set out  in  paragraph  A  of
               Appendix 1 to the  Press Release;

          (F)  take or permit to be taken any step as a result of
               which  the offer price stated in the Offer is,  or
               may  be required to be, increased beyond the level
               agreed  between Bidco and the Banks from  time  to
               time;

          (G)  issue  any press release or other publicity  which
               makes  reference to the Facilities or to  some  or
               all of the Finance Parties unless the publicity is
               required by law or by the Code (in which case  the
               Company  or Bidco shall notify the Facility  Agent
               and  the Banks thereof as soon as practicable upon
               becoming aware of the requirement).

     (ii) in all material respects relevant in the context of the
          Offer,  it  will comply with the Code (subject  to  any
          waivers  granted by the Panel), the Financial  Services
          Act   1986,  the  Companies  Act  1985  and  all  other
          applicable statutes, laws and regulations.

     (iii) it will keep the Facility Agent informed as to the
          status of and progress with respect to the Offer and in
          particular  will  from time to time and  promptly  upon
          request,  give  to  the Facility Agent  for  the  Banks
          reasonable  details  as to (A)  the  current  level  of
          acceptances  of the Offer, and (B) such  other  matters
          relevant  to  the  Offer  as  the  Facility  Agent  may
          reasonably  request.  The Company or  Bidco  will  also
          promptly deliver to the Facility Agent a copy of  every
          certificate delivered by the receiving agents to  Bidco
          and/or its advisers pursuant to the Code.

(b)  (i)  If Bidco is not aware and has not been informed by
          a  Finance Party in writing of a circumstance or  event
          which is or could reasonably be construed to be covered
          by  a material term or condition to the Offer which, if
          not  waived,  would  entitle Bidco  (with  the  Panel's
          consent,  if  needed)  to lapse the  Offer,  Bidco,  by
          waiving,  withdrawing or agreeing or  deciding  not  to
          enforce that term or condition shall not breach  Clause
          21.10(a)(i)(C), provided that in any case involving the
          following conditions (as set out in Appendix 1  to  the
          Press   Release)  Bidco  has  first  taken  the  action
          provided for below:

<PAGE> 67
          (A)  in  the case of conditions (D) and (E), Bidco  has
               made  enquiry of the Director General  as  to  the
               subject  matter thereof, has requested  an  urgent
               response  and  has allowed a reasonable  time  for
               that response to be given;

          (B)  in  the case of conditions (F) and (G), Bidco  has
               sought  and received appropriate advice  from  its
               legal  advisers to the effect that such  condition
               has been satisfied in all material respects in  so
               far   as   requirements  under  English  law   are
               concerned;

          (C)  in the case of conditions (E), (F), (H), (I), (J),
               (K),  (L) and (M) where (but only where) the Offer
               is  at  the relevant time recommended by the Board
               of Directors of the Target, Bidco has made enquiry
               of  the  Board  of Directors of the Target  as  to
               whether there were in existence any  circumstances
               or  have occurred any events which would cause any
               such  condition  not to be met, has  requested  an
               urgent response and has allowed a reasonable  time
               for that response to be given;

          (D)  In  the case of conditions (B) and (C),: no action
               shall   be  required  for  the  purpose  of   this
               paragraph (b)(i).

     (ii) If Bidco becomes aware (whether through notice from any
          Finance Party or otherwise) of a circumstance or  event
          which is or could reasonably be construed to be covered
          by a condition of the Offer which, if not waived, would
          entitle Bidco (with the Panel's consent, if needed)  to
          lapse  the Offer, Bidco shall notify the Facility Agent
          and the following shall apply:

          (A)  if  Bidco  wishes to waive, withdraw or  agree  or
               decide  not  to  enforce  the  condition  and  the
               Majority Banks agree, Bidco may do so;

          (B)  if  the  Majority Banks do not so agree and  state
               that  in their opinion such circumstance or  event
               would  materially and adversely affect the ability
               of  Bidco  to comply with its material obligations
               under  the  Finance Documents, Bidco will  request
               the  Panel to agree that the Offer may lapse as  a
               result of non-satisfaction of that condition or of
               the  conditions as to acceptances (as set  out  in
               paragraph  A  of Appendix 1 to the Press  Release)
               and  that  such lapsing will not give  rise  to  a
               breach  of  the Code.  If the Panel  does  not  so
               agree,   then  Bidco  may,  without   the   Banks'
               agreement, waive, withdraw or agree or decide  not
               to enforce such condition.

(c) (i)   In relation to each of conditions (B) and (C) (as
          set  out Appendix 1 to the Press Release), Bidco  shall
          disclose  to the Facility Agent any and all  conditions
          attaching to, respectively, the announcement by the  UK
          Office  of Fair Trading (in the case of condition  (B))
          or  the indication by the Director General (in the case
          of condition (C).

     (ii) In  relation  to condition (D) Bidco shall disclose  to
          the  Facility  Agent the terms of all undertakings  and
          assurances  sought by the Director General as  referred
          to therein and proposed to be given.

     (iii) In relation to conditions (H), (I), (J), (K), (L)
          and (M), if Bidco becomes aware (whether through notice
          from  any Finance Party or otherwise) of a circumstance
          or  event which is or could reasonably be construed  to

<PAGE> 68
          be covered by such condition (ignoring for this purpose
          the  last  sentence of paragraph (d) below)  and  which
          could  reasonably be expected materially and  adversely
          to  affect  the  ability of Bidco to  comply  with  its
          material obligations under the Finance Documents, Bidco
          shall notify the Facility Agent.

     (iv) In  relation  to each Judgment Condition,  Bidco  shall
          give  advance  notice  to the  Facility  Agent  of  its
          intention to be satisfied with respect to that Judgment
          Condition,  and (where paragraphs (i),  (ii)  or  (iii)
          have   application   in  relation  to   such   Judgment
          Condition)  of  the reasons for such  intention  to  be
          satisfied;

     (v)  If, in relation to a Judgment Condition, Bidco notifies
          the  Facility  Agent of its intention to  be  satisfied
          with  respect  to  that  Judgment  Condition,  and  the
          Majority  Banks do not promptly notify  Bidco  that  it
          should  not  be  so  satisfied  on  grounds  that   the
          circumstances (which shall be specified in such notice)
          in  relation to that Judgment Condition are such as  in
          their  opinion materially and adversely to  affect  the
          ability   of   Bidco  to  comply  with   its   material
          obligations  under  the Finance  Documents,  Bidco  may
          declare  or accept or treat as satisfied such  Judgment
          Condition.  If the Majority Banks do so notify Bidco as
          aforesaid, the Majority Banks may then request Bidco to
          (and  Bidco  in  such circumstances will)  request  the
          Panel to agree that the Offer may lapse as a result  of
          non-satisfaction of that Judgment Condition or  of  the
          conditions as to acceptances (as set out in paragraph A
          of  Appendix  1  to the Press Release)  and  that  such
          lapsing will not give rise to a breach of the Code.  If
          the  Panel  does not so agree, then Bidco may,  without
          the  Banks'  agreement, be and  declare  itself  to  be
          satisfied as to such Judgment Condition.

(d)  As  used  in this Clause 21.10 "Judgment Condition" means  a
     material  term  or condition of the Offer  which  refers  to
     Bidco being satisfied, or making a determination, as to  any
     matter.   For  the purposes of this Clause  21.10,  each  of
     conditions  (H),  (I), (J), (K), (L)  and  (M)  as  set  out
     Appendix 1 to the Press Release shall be deemed to include a
     requirement  that Bidco be satisfied as to the existence  or
     non-existence  (as  the  case may be)  of  circumstances  or
     events which would cause such condition to be met or not  to
     be met (as the case may be).

22.  FINANCIAL RATIOS

22.1 Financial Ratios

     The Company will procure that, save as agreed pursuant to  a
     Waiver Letter:-

     (a)  Adjusted Capital and Reserves to Consolidated Net Total
          Borrowings:

          The  ratio of Consolidated Net Total Borrowings  to the
          aggregate   of   Adjusted  Capital  and  Reserves   and
          Consolidated  Net Total Borrowings shall  not  be  more
          than  75:100 at any time on or before the Grid Disposal
          Date  or  65:100  at any time after the  Grid  Disposal
          Date; and

     (b)  Consolidated  EBITDA  to  Consolidated  Total  Interest
          Payable:

          Consolidated EBITDA for any period comprising an annual
          Accounting  Period of the Company or  four  consecutive
          quarterly  Accounting  Periods of  the  Company  (taken

<PAGE> 69
          together  as  one period) shall not be less  than  1.65
          times  Consolidated  Total Interest  Payable  for  such
          period  in  the case of any such period  ending  on  or
          before   the   commencement  of  the  first   quarterly
          Accounting  Period to commence after the Grid  Disposal
          Date  or 2.25 times Consolidated Total Interest Payable
          for  such period in the case of any such period  ending
          on   or   after  the  expiry  of  the  first  quarterly
          Accounting  Period to commence after the Grid  Disposal
          Date.

          In   this  Clause  22.1,  "Grid  Disposal  Date"  means
          whichever is the earlier of (i) the Unconditional  Date
          (if  on  that  date none of the Company, Bidco  or  the
          Target own any Grid Shares) or (otherwise) the date  on
          which all Grid Shares owned by members of the Group are
          sold,  and  (ii) (if the date in (i) above is  not  the
          Unconditional Date) the later of 31st January, 1996 and
          the  date 30 days after the date on which shares in The
          National Grid Holding plc are first listed on The Stock
          Exchange or (if no such listing has occurred) are first
          able to be freely disposed of by holders thereof.

22.2  Initial  Consolidated  EBITDA/Consolidated  Total  Interest
      Payable Tests

     The  first  test  of the covenant set out in Clause  22.1(b)
     shall be made in respect of a period ending on the expiry of
     the  quarterly Accounting Period commencing on, or (if none)
     on  the  expiry  of  the first quarterly  Accounting  Period
     commencing  after, the Unconditional Date.  The first  three
     tests  of such covenant shall be made in respect of  periods
     which  shall  include  such number of pro  forma  Accounting
     Periods commencing before the Unconditional Date as shall be
     required  in  order  that each test is  made  for  a  period
     comprising  four  quarterly Accounting Periods  and  on  the
     basis  of  pro forma Accounts for those pro forma Accounting
     Periods  delivered to the Facility Agent pursuant to  Clause
     21.2(a)(vi)  and  Accounts delivered to the  Facility  Agent
     pursuant to Clause 21.2(a)(ii).

23.  DEFAULT

23.1 Events of default

     Each  of  the  events set out below is an Event  of  Default
     (whether or not caused by any reason outside the control  of
     any or all of the Obligors or of any other person):-

     (a)  Non-payment: any Obligor does not pay on the  due  date
          any amount payable by it under any Finance Document  at
          the  place, in the currency and in the funds  expressed
          to  be payable, provided that this sub-clause shall not
          apply  to unpaid amounts which are paid in full  within
          five days of the due date; or

     (b)  Breach of Obligation:

          (i)  any Obligor fails to comply with any provision  of
               Clause 22 (Financial Undertakings); or

          (ii) any   Obligor  fails  to  comply  with  any  other
               provision  of  this  Agreement  (irrespective   of
               whether  or  not  such  provision  is  valid   and
               enforceable against such Obligor) and/or any other
               provision  of any other Finance Document  and,  if
               such  failure is in the reasonable opinion of  the
               Majority  Banks  capable  of  remedy  within  such
               period,  such Obligor shall have failed to  remedy
               such  failure within 21 days after the earlier  of

<PAGE> 70
               the   relevant  Obligor  becoming  aware  of  such
               default  and  receipt by the relevant  Obligor  of
               written  notice from the Facility  Agent  to  such
               Obligor requiring the failure to be remedied; or

          (iii) any  Obligor  shall do  any  of  the  things
               prohibited  in  Clauses  21.6(a)  (Dividends)   or
               21.6(c)  (Share  Capital), or any  of  the  things
               prohibited   in   Clause  21.9(g)  (Constitutional
               Documents)  shall be done to or  by  any  Obligor,
               whether  or not (having regarding to the  rule  in
               Russell  v.  Northern Bank Development Corporation
               Limited  &  Ors.) such undertaking is  enforceable
               against that Obligor, and the thing, if remediable
               in  the  reasonable opinion of the Majority Banks,
               shall  not have been remedied within 21 days after
               the earlier of the relevant Obligor becoming aware
               thereof  and  receipt by the relevant Obligors  of
               written  notice from the Facility  Agent  to  such
               Obligor requiring the thing to be remedied; or

     (c)  Misrepresentation/Breach     of      Warranty:      any
          representation, warranty or statement made or  repeated
          by or on behalf of any Obligor, in any Finance Document
          or  in any certificate or statement delivered by or  on
          behalf  of  any Obligor or other member  of  the  Group
          under  or  in connection with any Finance Document,  is
          incorrect  or  misleading in any respect which  in  the
          reasonable  opinion of the Majority Banks  is  material
          when made or deemed to be made or repeated by reference
          to  the facts and circumstances then subsisting and, if
          the circumstances causing such misrepresentation are in
          the reasonable opinion of the Majority Banks capable of
          remedy  within  such  period, such Obligor  shall  have
          failed  to  remedy such circumstances  within  21  days
          after  the  earlier  of the relevant  Obligor  becoming
          aware  of  such  misrepresentation and receipt  by  the
          relevant  Obligor of written notice from  the  Facility
          Agent  to  such  Obligor  requiring  the  circumstances
          causing such misrepresentation to be remedied; or

     (d)  Invalidity: any of the Finance Documents shall cease to
          be  in full force and effect in any material respect or
          shall  cease to (or be alleged by any Obligor  not  to)
          constitute  the legal, valid and binding obligation  of
          any Obligor party to it or, in the case of any Security
          Document, fail to (or be alleged by any Obligor not to)
          provide  effective security in favour of  the  Security
          Agent and the Banks over the assets over which security
          is  intended to be given by that Security Document,  in
          each  case  in  a  manner and to an  extent  reasonably
          considered  by  the  Majority Banks  to  be  materially
          adverse to the interests of the Banks under the Finance
          Documents  or it shall be unlawful for any  Obligor  to
          perform  any of its material obligations under  any  of
          the Finance Documents, provided that where the relevant
          Finance  Documents are re-executed in the same form  in
          all  material  respects and none of  the  circumstances
          described in this paragraph apply in respect  of  those
          Finance  Documents as so re-executed and the  interests
          of  the  Banks  under  the Finance  Documents  are  not
          continuing to be materially and adversely affected as a
          result  of  any  of the foregoing circumstances  having
          occurred,  the  relevant Event of  Default  under  this
          paragraph shall be treated as having been cured; or

     (e)  Cross-acceleration:

          (i)  any  Borrowings of any one or more members of  the
               Group   (taken   together  if   more   than   one)
               aggregating 25,000,000 pounds (or the equivalent in
               other   currencies)  or  more  at  any  one   time
               outstanding  become  due and payable  or  due  for
               redemption  before their normal maturity  date  or
<PAGE> 71
               are  placed on demand, in each such case by reason
               of   the   occurrence  of  an  event  of   default
               (howsoever characterised) or any event having  the
               same  effect,  or  any such Borrowings  which  are
               payable  on  demand shall be demanded  other  than
               where  the  Borrowings or the demand  therefor  is
               being  contested  in good faith and  the  Facility
               Agent  is  reasonably satisfied that the  relevant
               member  of  the  Group  has  available  sufficient
               reserves to pay such Borrowings); or

          (ii) any such  Borrowings aggregating 25,000,000 pounds
               (or the equivalent in other currencies) or more, or
               any  sum  or sums payable in respect of  any  such
               Borrowings, are not paid when due (or, in the case
               of  demand facilities, within 3 Business  Days  of
               their due date) (whether falling due by demand, at
               scheduled  maturity or otherwise)  or  within  any
               applicable  grace  period  provided  for  in   the
               original document evidencing or constituting those
               Borrowings; or

          (iii) (if funds aggregating 25,000,000 pounds  (or  the
               equivalent   thereof  in  other  currencies)   are
               outstanding in respect thereof) any commitment for
               or  underwriting of any facility for Borrowings of
               any  member of the Group is cancelled or suspended
               by  the provider of that facility by reason of the
               occurrence  of  an  event  of  default  (howsoever
               characterised); or

          (iv) any  Encumbrances over assets of any one  or  more
               members of the Group (taken together if more  than
               one) securing an aggregate of 25,000,000 pounds (or
               its equivalent in other currencies) or more become
               enforceable  and steps are taken  to  enforce  the
               same;

          provided  that if the Borrowings concerned are  Project
          Finance Indebtedness (and in relation to paragraph (iv)
          above any such Encumbrance extends only over the shares
          in  or  assets of a Project Finance Subsidiary securing
          only   Project  Finance  Indebtedness),  the  foregoing
          events or circumstances shall not constitute Events  of
          Default; or

     (f)  Liquidation: any order is made or resolution passed  or
          any legal proceedings are initiated or are consented to
          by  any Obligor or  any petition shall be presented  or
          legal  proceedings commenced by any  person  (and  not,
          where  that person is unconnected with that  member  of
          the  Group  save for being a creditor of  such  member,
          discharged or stayed within twenty-one days in the case
          of  both  legal proceedings and such petition) for  the
          suspension  of  payments generally or for  any  process
          giving   protection  against  creditors  or   for   the
          dissolution,  termination  of  existence,  liquidation,
          winding  up,  bankruptcy or other like process  of  the
          Company, Bidco or any Principal Subsidiary (other  than
          a  solvent liquidation, dissolution or winding up of  a
          member of the Group (not being an Obligor)); or

     (g)  Moratorium: a moratorium in respect of all or any debts
          of  the  Company, Bidco or the Company,  Bidco  or  any
          Principal Subsidiary or a composition or an arrangement
          with  creditors generally of the Company, Bidco or  any
          Principal  Subsidiary or any other arrangement  whereby
          its  affairs and/or assets are submitted to the control
          of  or are protected from its creditors is applied for,
          ordered or declared; or

     (h)  Administrator:   an  application  is   made   for   the
          appointment of an administrator (as such term  is  used
          in  the  Insolvency  Act 1986) or similar  official  in
          relation   to  the  Company,  Bidco  or  any  Principal
<PAGE> 72
          Subsidiary or an effective resolution is passed by  the
          directors or shareholders of the Company, Bidco or  any
          Principal Subsidiary for such an application to be made
          or  an  administrator  or  administrative  receiver  is
          appointed  in  respect  of the Company,  Bidco  or  any
          Principal Subsidiary; or

     (i)  Receiver: a liquidator or provisional liquidator  (save
          as  excepted  in  paragraph (f) above) or,  a  trustee,
          receiver,  administrative receiver,  manager  (being  a
          person  acting  on behalf of all or any  creditors)  or
          similar officer is appointed in respect of the Company,
          Bidco or any Principal Subsidiary or in respect of  (or
          takes possession of) all or any part of its assets with
          a value in excess of 25,000,000 pounds (or the equivalent
          in other currencies); or

     (j)  Insolvency:   the  Company,  Bidco  or  any   Principal
          Subsidiary  is  declared  or  deemed  pursuant  to  any
          applicable  legislation to be insolvent  or  is  or  is
          deemed  pursuant  to any applicable legislation  to  be
          unable, or admits in writing its inability, to pay  its
          debts  as they fall due or stops or threatens  to  stop
          payment  of  its  debts generally or becomes  insolvent
          within  the  terms  of  any  applicable  law  excluding
          Section 123(1)(a) of the Insolvency Act, 1986; or

     (k)  Distress:    any   distress,   execution,   attachment,
          registration  or  other process  affects  the  Company,
          Bidco  or  any Principal Subsidiary having an aggregate
          value of 25,000,000 pounds save where (i)  the relevant
          member is, in good faith, contesting the distress, execution,
          attachment,   sequestration   or   other   process   by
          appropriate proceedings diligently pursued and (ii) the
          Majority Banks acting reasonably are satisfied that the
          ability  of  any Obligor to comply with its obligations
          under the Finance Documents will not be materially  and
          adversely  affected  whilst such  distress,  execution,
          attachment,  diligence or other  process  is  being  so
          contested; or

     (l)  Analogous Proceedings: there occurs, in relation to the
          Company,  Bidco  or  any Principal  Subsidiary  in  any
          country  or  territory in which it is  incorporated  or
          carries  on  business or to the jurisdiction  of  whose
          courts  it  or  any part of its assets is subject,  any
          event  which, in the reasonable opinion of the Majority
          Banks,  corresponds in that country or  territory  with
          any  of  the events mentioned in paragraphs (f) to  (k)
          (inclusive)  above,  or  the  Company,  Bidco  or   any
          Principal Subsidiary otherwise becomes subject, in  any
          of  those  countries  or territories,  to  any  law  or
          proceedings   relating   to   insolvency,   bankruptcy,
          liquidation,  reorganisation or  dissolution  having  a
          similar  effect to the events mentioned  in  paragraphs
          (f) to (k) (inclusive) above; or

     (m)  Cessation:   the  Company,  Bidco  or   any   Principal
          Subsidiary ceases to carry on all or a substantial part
          of   its   business   (save  in  consequence   of   any
          reorganisation,    reconstruction    or    amalgamation
          permitted under this Agreement or approved pursuant  to
          a  Waiver  Letter  and  save as  may  result  from  any
          disposal  of  assets permitted by  the  terms  of  this
          Agreement  or  any solvent liquidation, dissolution  or
          winding-up  of any of the Group (not being an  Obligor)
          which would not have a Material Adverse Effect); or

     (n)  Control:  without  the  prior written  consent  of  the
          Majority  Banks, any single person or group of  persons
          acting  in  concert (as defined in  the  City  Code  on
          Takeovers and Mergers) acquires control (as defined  in
          Section  416  of the Income and Corporation  Taxes  Act
          1988)  of  the  Company or Bidco or the Target  (unless
          such  person or group of persons shall be CSW)  or  CSW
          shall  cease to own directly or indirectly for its  own

<PAGE> 73
          account  a majority of all classes of the share capital
          of the Company or Bidco or Target (once it has become a
          Subsidiary   of  the  Company)  shall   cease   to   be
          Subsidiaries of CSW; or

     (o)  Proceedings:  there  is  current  or  pending  at   the
          Unconditional Date or there shall occur thereafter  any
          litigation, arbitration, administrative, regulatory  or
          other   proceedings   or  enquiry  (including   without
          limitation, any such by the Office of Fair Trading, the
          Monopolies  and Mergers Commission, the  Department  of
          Trade and Industry, or any equivalent body in any other
          jurisdiction or the European Commission or any division
          of  any  thereof or authority deriving power  from  any
          thereof) concerning or arising in consequence of any of
          the Transaction Documents and/or the implementation  of
          any   matter  or  transaction  provided  for   in   the
          Transaction   Documents  or  otherwise  concerning   or
          involving  any member of the Group and the same  has  a
          Material Adverse Effect; or

     (p)  Expropriation:   the  authority  or  ability   of   the
          Company, Bidco or the Target to conduct its business is
          wholly  or  substantially  curtailed  by  any  seizure,
          expropriation, intervention, renationalisation or other
          action  by or on behalf of any governmental, regulatory
          or other authority; or

     (q)  Revocation  and Modification of Licence:   without  the
          prior  consent of the Majority Banks, any  Licence  (or
          any  replacement Licence as contemplated  in  paragraph
          (i) below) is:

          (i)  revoked or surrendered other than in circumstances
               which permit the Company or another member of  the
               Group to carry on the electricity distribution and
               supply business of the Target substantially as  is
               envisaged  at  the  date of this Agreement  either
               without a Licence (as a result of a change to  the
               Act)  or  with a new Licence whose terms  are  not
               materially  less  favourable  than  those  of  the
               Licence  in  force  prior to  such  revocation  or
               surrender; or

          (ii) modified  in  any manner which in  the  reasonable
               opinion  of the Majority Banks would have (whether
               immediately  or  over  time)  a  Material  Adverse
               Effect; or

     (r)  Compliance with Act:  the Target fails to comply with a
          final  order (within the meaning of Section 25  of  the
          Electricity  Act) or with a provisional  order  (within
          the  meaning of that section) which has been  confirmed
          under that section (and not since been revoked); or

     (s)  Pooling and Settlement Agreement:  any notice requiring
          the  Target  to cease to be a party to the Pooling  and
          Settlement  Agreement  is given  to  the  Target  under
          Clauses  60.1.3 or 60.2.2 of the Pooling and Settlement
          Agreement; or

     (t)  Intercreditor Agreement and Subordinated Creditors:

          (i)  any  creditor for any Subordinated Debt  fails  to
               comply with any of the material provisions of,  or
               its  material obligations under, the Intercreditor
               Agreement; or

<PAGE> 74
          (ii) any   warranty  made  by  any  creditor  for   any
               Subordinated  Debt in the Intercreditor  Agreement
               is incorrect when made; or

          (iii) the Intercreditor Agreement is not or ceases
               to  be  binding  on  or  enforceable  against  any
               creditor  for any Subordinated Debt by  reason  of
               any  act  or  omission  by  the  Company  or  such
               creditor;

          and  in each such case in the reasonable opinion of the
          Majority  Banks  the interests of the Banks  under  the
          Finance  Documents or any of them shall  be  materially
          prejudiced thereby.

23.2 Sanctions

     Subject,   where  applicable,  to  Clause  23.3,  upon   the
     occurrence of an Event of Default and at any time thereafter
     while  the  same  is  continuing and  has  not  been  waived
     pursuant  to  a Waiver Letter, the Facility Agent  may,  and
     shall if so directed by the Majority Banks, by notice to the
     Company:-

     (a)  declare that an Event of Default has occurred; and/or

     (b)  declare  that the Total Commitments shall be  cancelled
          or  reduced  forthwith to the level  specified  by  the
          Facility  Agent,  whereupon  the  same  shall   be   so
          cancelled  and  all  fees payable in  relation  to  the
          amount of the Total Commitments so cancelled or reduced
          shall become immediately due and payable, provided that
          until all the Shares have been acquired pursuant to the
          Offer  and/or the procedure set out in Section  428  et
          seq.  Companies Act, 1985 or the Offer Termination Date
          has occurred this power shall not be exercised so as to
          result in (i) the maximum aggregate amount from time to
          time  remaining to be paid (on the assumption that  all
          outstanding  Shares  will  be  acquired)  to  accepting
          shareholders pursuant to the Offer and/or  pursuant  to
          procedures  implemented  or  to  be  implemented  under
          Section  428 et seq. Companies Act 1985, less (ii)  the
          amount   (if   any)  by  which  the  aggregate   amount
          subscribed  to  the Company by CSW in  cash  for  share
          capital and Subordinated Debt from time to time exceeds
          the  amount  which has actually been paid to  accepting
          shareholders pursuant to the Offer from time  to  time,
          exceeding  (iii) the amount of the undrawn  Commitments
          the  proceeds  of  drawings of  which  are  capable  in
          accordance with Clause 3.1 of being applied in  payment
          to accepting shareholders in the Target pursuant to the
          Offer; and/or

     (c)  declare that some or all of the Utilisations to some or
          all  of  the  Borrowers (as specified in such  notice),
          together  with  all  interest,  commissions  and  other
          charges accrued with respect to those Utilisations  and
          all  other  amounts  payable by  some  or  all  of  the
          Borrowers (as specified in such notice) or any of  them
          under  the  Finance Documents from time to time,  shall
          thenceforth  be repayable on demand being made  by  the
          Facility  Agent  (and in the event of any  such  demand
          those  Utilisations,  such  interest,  commissions  and
          other   charges  and  such  other  amounts   shall   be
          immediately due and payable); and/or

     (d)  declare some or all of the Utilisations by some or  all
          of   the   Borrowers  (as  specified  in  such  notice)
          immediately  due  and repayable, whereupon  they  shall
          become   immediately  due  for  payment  or   repayment
          together  with  all  interest,  commissions  and  other

<PAGE> 75
          charges   accrued  on  those  with  respect  to   those
          Utilisations  and  all other amounts payable  by  those
          Borrowers under the Finance Documents; and/or

     (e)  declare  that  some  or  all  of  the  Borrowers  shall
          forthwith  pay or procure the payment to  the  Facility
          Agent  of  a  sufficient sum to cover  the  Outstanding
          Liability  Amounts under outstanding Bills constituting
          Utilisations by those Borrowers (as specified  in  such
          notice),  whereupon  the same shall become  immediately
          due  and payable and, once paid, shall be held  by  the
          Facility  Agent  in  an interest  bearing  account  for
          application in reimbursing the Banks, as the  case  may
          be, forthwith for all payments made or to be made under
          such outstanding Bills, provided that any sum remaining
          after settling such payments shall be applied first  in
          settlement of any other amounts then due and payable to
          any  Facility Agent and/or the Banks under the  Finance
          Documents and, subject to that, any balances  shall  be
          promptly  repaid  to  the relevant Borrowers  or  other
          person entitled to the balance.

23.3 Clean up Period

     If  during the period of three months from the Unconditional
     Date   any  event  or  circumstance  which  (but  for   this
     Clause  23.3)  would  constitute a Default  (the  "Potential
     Event  of Default") shall exist which consists of, or  is  a
     direct  consequence  of  any  event  or  circumstance  which
     occurred   in  relation  to  the  Target  or  any   of   its
     Subsidiaries  (or  its or any of their business,  assets  or
     liabilities) on or before the Unconditional Date,  then  the
     following shall apply:

     (a)  the  Company  or Bidco or the Target shall  notify  the
          Facility  Agent  of  that fact by  fax  promptly  after
          becoming aware thereof, giving a reasonable description
          of:

          (i)  the Potential Event of Default and its causes; and

          (ii) the  remedial action in relation to that Potential
               Event  of  Default which the Company and/or  Bidco
               and/or the Target propose to take;

     (b)  that Potential Event of Default shall not constitute  a
          Default, and the Facility Agent shall not with  respect
          to  that  Potential  Event of  Default  (but,  for  the
          avoidance of doubt, not so as to restrict the  Facility
          Agent's rights to take such action with respect to  any
          other  Event of Default which is not a Potential  Event
          of  Default) be entitled to take any of the actions set
          out  in Clause 23.2, until (assuming that the Potential
          Event of Default is then continuing) the earlier of:

          (i)  the  date  three  months after  the  Unconditional
               Date; or

          (ii) the  Facility Agent confirming in writing  to  the
               Company  and Bidco that in the reasonable  opinion
               of the Facility Agent it is likely that a Material
               Adverse  Effect  would result from such  Potential
               Event  of  Default or from the effects thereof  or
               from  the continued inaction by the Facility Agent
               as  regards  the  exercise of  rights  under  this
               Agreement; or

          (iii) a Material Adverse Effect actually occurring.

     Provided that (A) the foregoing shall not apply with respect
     to any Potential Event of Default under any of the following
     Clauses  23.1(a),  (b)(i) (insofar as it relates  to  Clause
     22.1(b)), (b)(iii), (d), (f), (g), (h), (i), (n), (p),  (q),

<PAGE> 76
     (r) or (s), in each case irrespective of whether or not that
     Potential  Event of Default occurred in consequence  of  any
     event   or   circumstance   which   occurred   before    the
     Unconditional Date, and (B) any Potential Event  of  Default
     shall nevertheless constitute a Default for the purposes  of
     Clause  4.3, save (in the case only of a Potential Event  of
     Default  consisting of a Default arising under  Clause  23.1
     (b)(ii),  (c)  or  (e))  where it  is  demonstrated  to  the
     reasonable  satisfaction  of the Majority  Banks  that  such
     Potential  Event  of Default is likely to  be  cured  within
     three  months  after  the  Unconditional  Date  without  any
     Material  Adverse  Effect  occurring,  and  (C)  where   the
     Potential  Event of Default consists of a breach  of  Clause
     22.1(a),  the date referred to in paragraph (i) above  shall
     be  taken  as  the earlier of the date when the Company  has
     issued   further   share   capital   or   incurred   further
     Subordinated  Debt as referred to in Clause  21.6(d)(i)  and
     the  expiry of the period referred to in the first lines  of
     Clause 21.6(d).

24.  INDEMNITIES

24.1 Currency Indemnity

(a)  If  any amount payable by any Obligor under or in connection
     with  any Finance Document is received by any Finance  Party
     in  a  currency  (the "Payment Currency")  other  than  that
     agreed  to  be  payable  under that  Finance  Document  (the
     "Agreed Currency"), whether as a result of any judgement  or
     order  or  the  enforcement of the same, the liquidation  of
     such  Obligor  or  otherwise  and  the  amount  produced  by
     converting the Payment Currency so received into the  Agreed
     Currency at market rates prevailing at or about the time  of
     receipt  of the Payment Currency is less than the amount  of
     the  Agreed  Currency due under that Finance Document,  then
     the   Obligors  shall,  as  an  independent  and  additional
     obligation, indemnify each Finance Party for the  deficiency
     and any loss sustained as a result.

(b)  The   above   indemnities  shall  constitute  separate   and
     independent obligations of each of the Obligors  from  their
     other  obligations  under the Finance  Documents  and  shall
     apply  irrespective of any indulgence granted by any Finance
     Party.   The   Obligors  shall pay the reasonable  costs  of
     making  any  conversion  from the Payment  Currency  to  the
     Agreed Currency.

(c)  Each   Obligor  waives  any  right  it  may  have   in   any
     jurisdiction  to pay any amount under this  Agreement  in  a
     currency  other  than that in which it is  expressed  to  be
     payable under that Finance Document.

24.2 Other indemnities

     The  Obligors shall indemnify each Finance Party against any
     losses (excluding loss of the applicable Margin save in  the
     case  of  paragraphs (a) and (b) below), charges or expenses
     which  such  Finance  Party  may  sustain  or  incur  as   a
     consequence of:-

     (a)  the occurrence of any Default; or

     (b)  the operation of Clause 23.2; or

     (c)  any repayment or prepayment of an Advance or payment of
          an  overdue  amount being made otherwise  than  on  its
          Interest Date; or

<PAGE> 77
     (d)  (other  than by reason of default by any Finance Party)
          any  Utilisation not being made (or not being  made  in
          full)  to  any Borrower after a Request has been  given
          pursuant to Clause 5 or Clause 6 (as the case may be),

     including but not limited to any losses, charges or expenses
     on  account of funds acquired, contracted for or utilised to
     fund  any  amount payable under this Agreement,  any  amount
     repaid  or prepaid or any Utilisation (as the case may  be).
     A  certificate of such Finance Party as to the amount of any
     such  loss or expense shall be prima facie evidence  in  the
     absence of manifest error.

24.3 Indemnity Relating to Facilities

(a)  The  Company agrees to indemnify each Finance Party and each
     of   their  respective  directors,  officers  and  employees
     against any and all claims, damages, liabilities, costs  and
     expenses (including legal fees) which may be incurred by  or
     asserted  against  such Finance Party  or  their  respective
     directors,  officers  and employees in  connection  with  or
     arising  out of any such proceedings, actions or enquiry  by
     any   regulatory  authority  of  a  type  referred   to   in
     Clause  23.1(o)  (ignoring the provision as  to  materiality
     contained  therein) or any litigation or  other  proceedings
     connected with the Offer.  It is agreed that:

     (i)  Each   Finance  Party  shall  notify  the  Company   in
          reasonable detail of any potential claim by it  or  its
          directors,  officers or employees on the Company  under
          this  Clause 24.3 promptly upon its becoming  aware  of
          that potential claim; and

     (ii) If  the Company wishes any Finance Party to enter  into
          any  negotiations  with a view  to  settlement  of  any
          dispute with any third party likely to give rise to any
          claims,  damages,  liability, costs  and  expenses  for
          which  a  claim  may be made under this  Agreement,  it
          shall  notify  that  Finance Party  accordingly,  which
          Finance Party will then enter into such negotiations in
          good  faith on a without prejudice basis but shall  not
          be bound so to settle; and

     (iii) Any payments required to be made by reason of this
          indemnity  shall  be in addition to any  other  amounts
          provided for in this Agreement or agreed to be paid  in
          respect of the Facilities.

(b)  Each  Finance Party shall give promptly to the Company  such
     details  and  copies  of legal opinions and  process  served
     concerning (or concerning the circumstances giving rise  to)
     any  claims, damages, liabilities, costs and expenses  which
     may  form  the  basis  of any claim by  it  on  the  Company
     hereunder, as the Company may reasonably request.

(c)  At  the  request  of the Company, from time  to  time,  each
     Finance  Party will discuss with the Company and  will  give
     careful  consideration in good faith to  the  views  of  the
     Company  concerning the appointment of professional advisers
     in  connection  with any such claims, damages,  liabilities,
     costs and expenses (and in connection with the circumstances
     giving rise thereto and any proceedings current, pending  or
     threatened  relating  thereto)  and  the  conduct   of   any
     proceedings, and will use reasonable endeavours  to  procure
     that  (once appointed) all professional advisers acting  for
     it  in  relation  thereto shall do likewise and  that  where
     possible  and  where such Finance Party does not  reasonably
     consider  that  it  is  against such  Finance  Party's  best
     interest,  one  firm  of  professional  advisers   only   is
     appointed to represent all of the Finance Parties.

<PAGE> 78
(d)  Notwithstanding   the   foregoing   provisions    of    this
     Clause  24.3, no Finance Party shall be required to disclose
     to  the  Company or any other Obligor any matter with regard
     to  which  it  is  under  a  duty  of  non-disclosure.   All
     information  which  may be disclosed by  any  Finance  Party
     pursuant to this Clause 24.3 shall be disclosed on the  same
     conditions  as  to  confidentiality,  as  are  set  out   in
     Clause 32.

25.  AGENTS, ARRANGERS AND BANKS

25.1 Appointment

     Each  Bank  hereby  appoints  the  Facility  Agent  and  the
     Security  Agent  to  act  as its agent  hereunder  and  with
     respect  to the Finance Documents and irrevocably authorises
     the Facility Agent on such Bank's behalf to:

     (a)  enter   into   any  Accession  Agreement  or   Security
          Agreement  (whereupon and by which act such Bank  shall
          become bound thereby); and

     (b)  perform such duties and exercise such rights and powers
          under   the   Finance  Documents  as  are  specifically
          delegated to such Agent by the terms thereof,  together
          with   such   rights  and  powers  as  are   reasonably
          incidental thereto.

     Each Agent shall have only those duties and powers which are
     expressly specified in the Finance Documents.  Each  Agent's
     duties under the Finance Documents each are intended  to  be
     of a mechanical and administrative nature.

25.2 Majority Banks' Directions

     In  the exercise of any right or power granted and as to any
     matter  not expressly provided for by the Finance Documents,
     each Agent shall act in accordance with the instructions  of
     the  Majority  Banks or as this Agreement  may  require  and
     shall be fully protected in so doing.  Any such instructions
     shall be binding on all the Banks.  Subject to Clauses  25.7
     and  25.16,  in the absence of any such instructions  and/or
     any  relevant requirement contained in any Finance Document,
     each  Agent  may act or refrain from acting with respect  to
     such  right or power and as to any such matter as  it  shall
     see fit.

25.3 Relationship

(a)  The relationship between each Bank and each Agent is that of
     principal and agent.  Nothing herein (other than in relation
     to the Security Agent and the Security Documents as to which
     the  Security Agent shall be a trustee for the Banks)  shall
     constitute  the  Facility Agent a  trustee  or  (save,  with
     regard  to any Bank, as necessarily results from its  agency
     relationship  with that Bank) fiduciary for  any  Bank,  any
     Obligor or any other person.

(b)  No  Agent  shall be liable to any Obligor for any breach  by
     any  Bank of this Agreement or be liable to any Bank for any
     breach by any Obligor of any Finance Document.

<PAGE> 79
25.4 Delegation

     Without  prejudice to its obligations hereunder, each  Agent
     may  act  under the Finance Documents through its  personnel
     and  through agents selected by it with reasonable care (who
     shall be entitled to the same protections as those given  to
     the Agents under this Clause 25).

25.5 Documentation

     Neither  any Agent or any of the Arrangers nor  any  of  its
     officers,  employees or agents shall be responsible  to  any
     Bank or to each other for:-

     (a)  the execution, genuineness, validity, enforceability or
          sufficiency  of  any  Finance  Document  or  any  other
          document in connection therewith; or

     (b)  the collectibility of amounts payable thereunder; or

     (c)  the  accuracy  of  any statements (whether  written  or
          oral)  made  in  or  in  connection  with  any  Finance
          Document or other document in connection therewith.

25.6 Default

     No Agent shall be required to ascertain or inquire as to the
     performance or observance by any Obligor of the terms of any
     Finance   Document  or  any  other  document  in  connection
     therewith.   No Agent shall be deemed to have  knowledge  of
     the occurrence of any Default unless that Agent has received
     notice  from  a  party hereto describing  such  Default  and
     stating that such notice is a "Notice of Default".   If  any
     Agent  receives such a notice of default or officers of  any
     Agent  engaged in the performance of that Agent's  functions
     under   the  Finance  Documents  otherwise  acquire   actual
     knowledge that a Default has occurred, that Agent shall give
     notice thereof promptly to the Banks.  Each Agent shall take
     or  refrain  from  taking such action with respect  to  such
     Default as shall be directed by the Majority Banks, provided
     that  nothing  herein contained shall oblige  any  Agent  to
     institute any legal action or proceedings on behalf  of  any
     Bank.   Until any Agent shall have received such directions,
     it  may  (but shall not be obliged to) take or refrain  from
     taking such action with respect to such Default as it  shall
     see fit.

25.7 Exoneration

     Neither  Agent nor any of its officers, employees or  agents
     shall  be liable to any Bank for any action taken or omitted
     under  or  in  connection with any Finance  Document  unless
     caused by its or their negligence or wilful misconduct.

25.8 Reliance

     Each  Agent  may  rely  on  any  communication  or  document
     reasonably believed by it to be genuine and correct and  may
     rely on any statement made by a director or employee of  any
     person regarding any matters which may reasonably be assumed
     to  be  within his knowledge or within his power to  verify.
     Each  Agent may engage, pay for and rely on legal  or  other
     professional advisers selected by it and shall be  protected
     in so relying.

<PAGE> 80
25.9 Credit approval

     Each  of the Banks severally represents and warrants to each
     Agent  and  each of the Arrangers that it has made  its  own
     independent  investigation and assessment of  the  financial
     condition  and  affairs of each Obligor  and  their  related
     entities  and other parties considered by it to be  relevant
     in  connection with its participation in this Agreement  and
     has not relied exclusively on any information, including the
     Information Memorandum provided to such Bank by any Agent or
     any  Arranger in connection herewith.  Each Bank represents,
     warrants and undertakes to each Agent and each Arranger that
     it  shall continue to make its own independent appraisal  of
     the  creditworthiness  of  the Obligors  and  other  parties
     considered  by  it  to  be relevant in connection  with  the
     Finance  Documents  and  their related  entities  while  any
     amount is or may be outstanding under the Finance Documents.

25.10     Information

(a)  The  Facility Agent shall promptly furnish each Bank with  a
     copy of any documents received by it under Clause 21.2.   If
     so  requested by any Bank, the Facility Agent shall  furnish
     to  such Bank (at the expense of the Company) a copy of  any
     of  the documents listed in Schedule G delivered on or prior
     to Closing.

(b)  The  Facility Agent shall, without any liability on its part
     in  the event of any failure to do so except in the case  of
     its  negligence or wilful default, send to the Banks (at the
     expense  of the Company) any document (or a summary  of  the
     material  details of such document) received by it from  any
     Obligor  pursuant  to  this  Agreement  which  contains  any
     information  which  the Facility Agent considers  to  be  of
     direct  and material interest and significance to the  Banks
     and  their  interests  under this Agreement  and  which  can
     lawfully  be  distributed  by  the  Facility  Agent  without
     incurring any liability to any person whatsoever.

(c)  Save  as  provided in paragraph (a) above neither Agent  nor
     any  Arranger shall have any duty either initially or  on  a
     continuing  basis  to provide any Bank with  any  credit  or
     other information with respect to the financial condition or
     affairs  of  any  Obligor or any of their  related  entities
     whether  coming into its possession or that of  any  related
     entities  of the Facility Agent or any Arranger  before  the
     entry into of this Agreement or at any time thereafter.

(d)  Unless  specifically requested to do so by a  Bank,  neither
     Agent  shall  have any duty to request any  certificates  or
     other  documents from any Obligor under any of  the  Finance
     Documents.

(e)  No  Agent  need  disclose any information  relating  to  any
     Obligor or any of their related entities or any other person
     if  such disclosure would or might in the reasonable opinion
     of  the  Facility Agent constitute a breach of  any  law  or
     regulation  or be otherwise actionable at the  suit  of  any
     person.

25.11     The Facility Agent and the Arrangers individually

(a)  Each Agent and each Arranger shall have the same rights  and
     powers hereunder as any other Bank and may exercise the same
     as though it were not the Facility Agent or an Arranger.

(b)  Each  Agent and each Arranger may accept deposits from, lend
     money to and generally engage in any kind of banking, trust,
     advisory  or other business whatsoever with any Obligor  and
     their  related  entities  and accept  and  retain  any  fees
     payable by any Obligors or any related entities for its  own
<PAGE> 81
     account  in  connection  herewith and/or  therewith  without
     liability to account therefor to any Bank or any Arranger.

25.12     Indemnity

     Each  Bank agrees to indemnify each Agent on demand (to  the
     extent  not reimbursed by any Obligor and without  prejudice
     to  the liability of any Obligor under any Finance Document)
     for  any  and  all liabilities, losses, damages,  penalties,
     actions, judgements, costs, expenses or disbursements of any
     kind  whatsoever  which may be imposed on,  incurred  by  or
     asserted  against  such  Agent in any  way  relating  to  or
     arising  out  of  its acting as an Agent under  any  of  the
     Finance Documents or performing its duties thereunder or any
     action  taken or omitted by any Agent thereunder (including,
     without limitation, the charges and expenses referred to  in
     Clause 26.5 and all stamp Taxes on or in connection with any
     of the Finance Documents but excluding payment of its agency
     fee  pursuant  to Clause 26.3 and the normal  administrative
     costs  and  expenses  incidental to the performance  of  its
     agency  duties  hereunder save to the  extent  increased  in
     consequence  of  a Default).  Such indemnification  by  each
     Bank  shall be pro rata to its Commitments.  Notwithstanding
     the  foregoing, no Bank shall be liable for any  portion  of
     the  foregoing  resulting  from any  Agent's  negligence  or
     wilful misconduct.

25.13     Legal restrictions

     Each  Agent may refrain from doing anything which  would  or
     might  in its reasonable opinion (a) be contrary to the  law
     of  any  applicable jurisdiction or any applicable  official
     directive  or  regulation or (b) render  it  liable  to  any
     person,  and may do anything which in its reasonable opinion
     (acting  on  legal advice) is necessary to comply  with  any
     such law or directive.

25.14     Resignation

     Each  Agent may (after consultation with the Company) resign
     by  giving  notice thereof to the Banks and the Company  and
     may  be removed by the Majority Banks giving notice to  that
     effect  to  such Agent and the Company.  In that  event  the
     Majority  Banks, with the consent of the Company  where  the
     relevant  Agent  has so resigned (such  consent  not  to  be
     unreasonably  withheld or delayed and the Company  shall  be
     deemed to have consented if it has not given notice refusing
     consent  within 14 days of any request for consent)  and  in
     any  event after consultation with the Company to the extent
     practicable, may appoint a successor for the relevant  Agent
     which   shall   be   a   reputable  and  experienced   bank,
     incorporated  in  or having a branch in England  and  acting
     through such branch.  If the Majority Banks have not, within
     30  days  after  such notice of resignation or  removal,  so
     appointed  a successor Agent which shall have accepted  such
     appointment, the retiring Agent, after consultation with the
     Company,  shall have the right to appoint a successor  Agent
     which shall be a reputable and experienced Bank incorporated
     or  having  a  branch  in England and  acting  through  such
     branch.   The  resignation or removal of the retiring  Agent
     and the appointment of any successor Agent or Security Agent
     shall  both  become  effective upon the  successor  Facility
     Agent or Security Agent notifying all the parties hereto  in
     writing  that  it  accepts such appointment,  whereupon  the
     successor Facility Agent or Security Agent shall succeed  to
     the  position  of  the retiring Facility Agent  or  Security
     Agent and the terms "Facility Agent" and "Security Agent" in
     all  of  the Finance Documents shall include such  successor
     Agent  where appropriate.  This Clause 25 shall continue  to
     benefit  a retiring Agent in respect of any action taken  or
     omitted by it hereunder while it was an Agent.
<PAGE> 82
25.15     Assignments

     Each  Agent may treat each Bank named as a party  hereto  as
     continuing  to  be  such a party, as  entitled  to  payments
     hereunder  and  as  acting hereunder  through  its  Facility
     Office  until it has received notice from such Bank  to  the
     contrary.

25.16     Amendments

(a)  If  authorised by the Majority Banks, the Facility Agent  or
     (in  the case of the Security Documents) the Security  Agent
     may  (except where any other authority is required  for  the
     same  by  the  express provisions of this  Agreement)  grant
     waivers  or consents or (with the agreement of the  Company)
     vary  the terms of the Finance Documents.  Any such  waiver,
     consent  or  variation so authorised  and  effected  by  the
     Facility  Agent  or, as the case may be, the Security  Agent
     shall be binding on all the Banks and the Facility Agent or,
     as  the  case may be, the Security Agent shall be  under  no
     liability whatsoever in respect of any such waiver,  consent
     or  variation, provided always that, except with  the  prior
     written consent of all the Banks and the Company, nothing in
     this Clause 25.16(a) shall authorise:-

     (i)  the extension of any Availability Period; or

     (ii) any variation of the definition of "Majority Banks"  in
          Clause 1.1; or

     (iii) any  extension of the date for, or alteration  in
          the amount or currency of, or waiver of any payment  of
          principal,  interest, Margin, fee,  commission  or  any
          other   amount  payable  under  any  of   the   Finance
          Documents; or

     (iv) any change to any Bank's Commitment; or

     (v)  any  variation of Clauses 12.2, 13, 30.2,  32  or  this
          Clause 25.16; or

     (vi) any  variation  of any provision wherein  (before  such
          variation) it is provided that certain things  may  not
          be  done  without or may be done with  the  consent  or
          approval of all the Banks.

(b)  If  authorised by the Majority Banks, the Security Agent may
     grant any waiver or consent in relation to, or variation  of
     the  material provisions of, any Security Document (but not,
     for  the avoidance of doubt, so as to release any security).
     Subject  as  otherwise provided for in this  Agreement,  any
     release  of  the security provided by any Security  Document
     over  the Shares  requires the consent of all the Banks,.

25.17     Security Agent as Trustee

(a)  The  Security Agent in its capacity as Trustee or  otherwise
     shall not be liable for any failure, omission, or defect  in
     perfecting the security constituted by any Security Document
     or   any   security   created  thereby  including,   without
     limitation,  any failure to register the same in  accordance
     with the provisions of any of the documents of title of  the
     relevant Obligor to any of the property thereby charged.
<PAGE> 83
(b)  The  Security Agent in its capacity as Trustee or  otherwise
     may  accept  without enquiry such title as any  Obligor  may
     have  to the property over which security is intended to  be
     created by any Security Document.

(c)  Save where the Security Agent holds a legal mortgage over or
     over  an  interest in, real property or shares, the Security
     Agent  in its capacity as Trustee or otherwise shall not  be
     under  any  obligation  to hold any  title  deeds,  Security
     Documents  or  any  other documents in connection  with  the
     property charged by any Security Document or any other  such
     security  in  its  own possession or to take  any  steps  to
     protect or preserve the same.  The Security Agent may permit
     the  relevant  Obligor to retain all such  title  deeds  and
     other documents in its possession.

(d)  Save  as  otherwise provided in the Security Documents,  all
     moneys  which  under the trusts herein or therein  contained
     are  received  by  the Security Agent  in  its  capacity  as
     Trustee or otherwise may be invested in the name of or under
     the  control of the Security Agent in any investment for the
     time  being authorised by English law for the investment  by
     trustees  of  trust money or in any other investments  which
     may  be  selected by the Security Agent with the consent  of
     the Majority Banks.  Additionally, the same may be placed on
     deposit  in the name of or under the control of the Security
     Agent at such bank or institution (including any Agent)  and
     upon  such terms as the Security Agent may think  fit.   Any
     and  all such monies and all interest thereon shall be  paid
     over  to  the  Facility Agent forthwith upon demand  by  the
     Facility Agent.

(e)  Each  Bank  hereby  confirms its  approval  of  the  Finance
     Documents and any security created or to be created pursuant
     thereto  and  hereby authorises, empowers  and  directs  the
     Security  Agent (by itself or by such person(s)  as  it  may
     nominate) to execute and enforce the same as trustee  or  as
     otherwise  provided  (and whether or not  expressly  in  the
     Banks' names) on its behalf.

26.  FEES, EXPENSES AND STAMP TAXES

26.1 Commitment Fee


(a)  The Company will pay (or will procure that there is paid) to
     the Facility Agent for distribution among the Banks pro rata
     to  the aggregate of their respective Tranche 1 Commitments,
     Tranche 2 Commitments and Tranche 3 Commitments, as the case
     may  be,  a commitment fee computed at the rate of (i)  zero
     point  one  zero per cent. (0.10%) per annum  on  the  daily
     undrawn balance of the Tranche 1 Commitments, the Tranche  2
     Commitments and the Tranche 3 Commitments during the  period
     from and including the date hereof until the earlier of  the
     Unconditional   Date  and  the  expiry  of  the   applicable
     Availability  Period, (ii) zero point three seven  five  per
     cent. (0.375%) per annum on the daily undrawn balance of the
     Tranche  1  Commitments, the Tranche 2 Commitments  and  the
     Tranche  3  Commitments during the period from and including
     the  Unconditional  Date  until the  earlier  of  the  first
     Utilisation   Date   and  the  expiry  of   the   applicable
     Availability Period, and (iii) 50% of the applicable  Margin
     (being  that  chargeable from time to time  in  relation  to
     calculations  involving the relevant Commitments)  from  and
     including the first Utilisation Date.

(b)  Accrued commitment fee shall be payable quarterly in arrears
     and  also on the date on which the Tranche 1 Commitments  or
     the  Tranche 2 Commitments or the Tranche 3 Commitments,  as
     the  case  may  be, shall terminate.  Commitment  fee  shall
     accrue from day to day and be calculated on the basis  of  a
     year  of 365 days and for the actual number of days elapsed.
     The  Company shall supply to the Facility Agent promptly  on

<PAGE> 84
     request  such  information as is necessary to calculate  the
     amount of commitment fee payable from time to time.

26.2 Arrangement and Underwriting Fees

     On the dates stated in such letter, the Company shall pay to
     the  Facility  Agent  for the account of  the  Arrangers  an
     arrangement fee and an underwriting fee in the amount stated
     in  a  letter  dated on or before the date hereof  from  the
     Facility  Agent  to  the Company, counter-signed  by  or  on
     behalf of the Company.

26.3 Agency Fees

     The  Company shall pay to each of the Facility Agent and the
     Security Agent for its own account for use by it as it  sees
     fit  agency  fees  in  the amounts,  and  on  the  dates  as
     specified in letters dated on or before the date hereof from
     the  Facility  Agent to the Company, counter-signed  by  the
     Company.

26.4 Initial and Documentation expenses

(a)  On  or  before the date of the first Utilisation if demanded
     before  such  date and otherwise promptly on demand  by  the
     Facility  Agent,  the Company shall reimburse  the  Facility
     Agent  for the reasonable out-of-pocket charges and expenses
     (including,  but  not limited to, the fees and  expenses  of
     legal   advisers)  incurred  by  it  or  the  Arrangers   in
     connection  with the negotiation, preparation, printing  and
     execution  of the Finance Documents (including  any  thereof
     which  may  be executed at any time after the date  of  this
     Agreement), together in all cases with all value  added  and
     similar Taxes applicable.

(b)  The  Company  shall reimburse the Facility Agent  within  30
     days of demand for the reasonable out of pocket charges  and
     expenses  (including,  but  not limited  to,  the  fees  and
     expenses  of legal advisers) incurred by it or the Arrangers
     in  connection with the syndication by the Original Banks of
     the  Finance  Documents and the Commitments and Utilisations
     thereunder   and  the  execution  of  any  further   Finance
     Documents  from time to time, together with all value  added
     tax and similar Taxes applicable to the same.

(c)  Where  this  Agreement provides that any document  or  other
     information  is  to be copied or provided  by  the  Facility
     Agent  to  all  or  any of the Banks or the  Security  Agent
     (including,  without limitation, as contemplated  in  Clause
     25.10(a)  or  (b))  the  Company  will  promptly  on  demand
     reimburse  the  Facility  Agent for the  reasonable  out-of-
     pocket charges and expenses incurred by it in so copying  or
     providing such document or other information, together  with
     all value added and similar Taxes applicable to the same.

26.5   Expenses  of  Administration,  Enforcement,   Waiver   and
       Amendment

     The   Company  (or  the  relevant  Borrower  where  in   the
     reasonable  opinion of the Facility Agent such  amounts  are
     referable to a particular Borrower) shall reimburse each  of
     the Finance Parties promptly on demand for the out-of-pocket
     charges  and  expenses (including the fees and  expenses  of
     legal advisers and notaries and the fees and expenses of any
     accountants  or other professional advisers (a) incurred  by
     any  of  them in connection with the enforcement of, or  the
     preservation  of  any  rights  under,  any  of  the  Finance
     Documents,  (b)  reasonably  incurred  by  any  of  them  in
     connection with any waiver or consent which may at any  time
     be  sought by any Obligor under or in relation to any of the
     Finance  Documents, and (c) reasonably incurred  by  any  of
     them  in  connection with any variation of or supplement  to
<PAGE> 85
     any  of  the  Finance Documents (other than any Substitution
     Certificate  or  a variation or supplement  requested  by  a
     Finance Party), together, in each case, with all value added
     and similar Taxes applicable to the same.  While any Default
     is  continuing and has not been waived the Company  (or  the
     relevant  Borrower, as the case may be)  shall  promptly  on
     demand pay each of the Facility Agent and the Security Agent
     for  the  reasonable  cost of the management  time  properly
     charged  by the Facility Agent or, as the case may  be,  the
     Security   Agent   in   connection   with   any   additional
     administration   of   the  Finance  Documents   arising   in
     consequence of such Default.

26.6 Stamp Taxes

     The  Company  shall  pay or indemnify  the  Finance  Parties
     against  any  and all stamp, registration and similar  Taxes
     (excluding such Taxes as are imposed by a jurisdiction other
     than  the United Kingdom) which may be or become payable  in
     connection  with the entry into, performance or  enforcement
     against any of the Obligors of any of the Finance Documents.

27.  WAIVERS, REMEDIES CUMULATIVE

27.1 Waivers

     No failure to exercise and no delay in exercising any right,
     power or privilege under any Finance Document by any of  the
     Finance  Parties shall operate as a waiver of the same,  nor
     shall  any  single or partial exercise of  any  such  right,
     power or privilege preclude any other or further exercise of
     the  same,  or  the exercise of any other  right,  power  or
     privilege.  No waiver by any of the Finance Parties shall be
     effective unless it is in writing.

27.2 Remedies Cumulative

     The  rights  and remedies of each of the Finance Parties  in
     this  Agreement may be exercised as often as  necessary  and
     are  cumulative and not exclusive of any rights or  remedies
     provided by law.

28.  NOTICES

28.1 Address

     Except as otherwise stated in this Agreement, all notices or
     other communications hereunder to any party hereto shall  be
     made  by  letter or by facsimile transmission and  shall  be
     deemed to be duly given or made when delivered (in the  case
     of letter or facsimile transmission) to such party addressed
     to  it  at  its address or telex number or facsimile  number
     specified in the relevant Part of Schedule A or Schedule  B,
     or at such other address or telex number or facsimile number
     as  such  party may after the date of this Agreement specify
     for such purpose to the others by notice.

28.2 Non-working days

     A  notice  or  other communication received on a non-working
     day  or  after  5.00 p.m. on a working day in the  place  of
     receipt  shall be deemed to be served on the next  following
     working day in such place.

<PAGE> 86
29.  ASSIGNMENTS, TRANSFERS AND SUBSTITUTIONS

29.1 Successors

     This  Agreement  shall be binding upon  and  ensure  to  the
     benefit of the Obligors, the Banks, the Facility Agent,  the
     Security Agent and their respective successors and permitted
     assigns.

29.2 Assignments and Transfers by Obligors

     Save as expressly provided in this Agreement, no Obligor may
     assign  or  transfer  all  or any  part  of  its  rights  or
     obligations  under this Agreement without the prior  written
     consent of all the Banks.

29.3 Assignments and Transfers by Banks

(a)  Subject  to Clause 29.10 any Bank may at any time assign  or
     otherwise  transfer  all  or  any  part  of  its  rights  or
     obligations  under  this Agreement  and  the  other  Finance
     Documents  to another bank with the consent of  the  Company
     (such consent not to be unreasonably withheld and not to  be
     required for assignments or transfers from a Bank to another
     Bank  or  to an Affiliate of any Bank), provided  that  such
     bank  is then a Recognised Bank, that if it is a bank having
     its  principal place of business in the U.S.A. it is a  bank
     as defined in section 3(a)(6) of the Securities Exchange Act
     1934  of  the  U.S.A. and that in the case of a transfer  of
     obligations  the  transferee shall  have  confirmed  to  the
     Facility Agent and the Company, prior to the transfer taking
     effect, that it undertakes to be bound by the terms  of  the
     Finance  Documents  as  a Bank under those  documents  (such
     confirmation to be in form and substance satisfactory to the
     Facility  Agent and the Company).  On any such  transfer  of
     obligations  being made the original Bank shall be  relieved
     of  its  obligations to the extent of the transfer  of  such
     obligations .

(b)  A  proportion of the assignor's rights and obligations under
     and  arising out of the other Finance Documents equal to the
     proportion  of  the assignor's rights under  this  Agreement
     being  transferred  or  assigned,  shall  automatically   be
     assigned or transferred, as appropriate, to the assignee  or
     transferee  at  the  same  time as  the  rights  under  this
     Agreement.

29.4 Substitution Certificates

(a)  Subject  to  Clause 29.10 if any Bank (the "Existing  Bank")
     wishes  to transfer all or any part of its rights,  benefits
     and/or  obligations under the Finance Documents  to  another
     bank   (the   "New   Bank")  then,  as  an  alternative   to
     Clause 29.3, provided that the New Bank is then a Recognised
     Bank and that if it is a bank having its principal place  of
     business  in the U.S.A. it is a bank as defined  in  section
     3(a)(6)  of the Securities Exchange Act 1934 of the  U.S.A.,
     the Existing Bank may, with the consent of the Company (such
     consent  not  to  be unreasonably withheld  and  not  to  be
     required for assignments or transfers from a Bank to another
     Bank  or  to an Affiliate of any Bank) effect a substitution
     in  respect thereof involving the New Bank in respect of all
     of  its  rights, benefits and/or obligations by the delivery
     to  the  Facility  Agent and acceptance  by  it  of  a  duly
     completed certificate executed by the Existing Bank and  the
     New  Bank  in  substantially  the  form  of  Schedule  D  (a
     "Substitution Certificate").

(b)  Upon  delivery  to  the Facility Agent of  any  Substitution
     Certificate and acceptance of the same by the Facility Agent
     (which   delivery   and  acceptance   shall   be   evidenced
     exclusively and conclusively by the Agent's countersignature
     thereon pursuant to paragraph (d) below):-

<PAGE> 87
     (i)  the  respective  rights of the Existing  Bank  and  the
          Obligors (or the relevant Obligors) against each  other
          under the Finance Documents with respect to all or  the
          relevant   part   of  the  Existing   Bank's   relevant
          Commitment  and/or relevant Advances (all as  specified
          in  the  schedule  to  such Substitution  Certificate),
          shall be terminated and each shall be released from all
          further  obligations  to the other  under  the  Finance
          Documents  with respect to the same, (all  such  rights
          and  obligations to be so terminated or released  being
          referred to as "Discharged Rights and Obligations");

     (ii) the relevant Obligors and the New Bank and (through the
          Facility  Agent)  the  other  parties  to  the  Finance
          Documents shall each acquire rights against each  other
          and  assume obligations towards each other which differ
          from   the  Discharged  Rights  and  Obligations   only
          (subject  as  provided in Clause 29.7) insofar  as  the
          Obligors,  the  New  Bank and such other  parties  have
          assumed  and/or  acquired the  same  in  place  of  the
          Obligors,  the  Existing Bank and  such  other  parties
          respectively;

     (iii) the  Facility Agent, the Security Agent, the  New
          Bank  and the other Banks as well as the other  parties
          to  the Finance Documents shall acquire the same rights
          and  assume the same obligations between themselves  as
          they  would have acquired and assumed had such New Bank
          been an original party to this Agreement as a Bank with
          the  Discharged  Rights  and  Obligations  acquired  or
          assumed  by  it  in  consequence of  such  Substitution
          Certificate;

     (iv) the  New  Bank  shall become by the  execution  by  the
          Facility  Agent of such Substitution Certificate  bound
          by  the terms of the Intercreditor Agreement as  if  it
          were an original party thereto as a Senior Creditor and
          shall  acquire  the  same rights and  assume  the  same
          obligations   towards   the  other   parties   to   the
          Intercreditor Agreement as would have been acquired and
          assumed had the New Bank been an original party to  the
          Intercreditor Agreement as a Senior Creditor; and

     (v)  a   proportion  of  the  Existing  Bank's  rights   and
          obligations  under all of the Finance Documents,  equal
          to  the proportion of the Existing Bank's rights  under
          this  Agreement  being assumed by the New  Bank,  shall
          automatically and simultaneously be assumed by the  New
          Bank.

(c)  Discharged  Rights and Obligations shall  not  include,  and
     there  shall be no termination or release pursuant  to  this
     Clause  29.4 of, any rights or obligations arising  pursuant
     to Clauses 13 or 15.1 in respect of the period or in respect
     of  payments made hereunder during the period prior  to  the
     effective date of the relevant Substitution Certificate  (as
     stated in that certificate).

(d)  Each  Obligor,  the  Banks  and the  Security  Agent  hereby
     irrevocably  appoint  the  Facility  Agent  to  receive  and
     countersign  each Substitution Certificate as agent  on  its
     behalf  and,  to  the  extent relevant,  the  provisions  of
     Clause 25 shall apply mutatis mutandis with respect to  such
     appointment.  The Facility Agent shall be entitled (but  not
     obliged)  to  decline  to  accept  and/or  countersign   any
     proposed Substitution Certificate entered into in breach  of
     Clause 29.9.

(e)  The New Bank party to any Substitution Certificate shall pay
     to  the Facility Agent an administration fee of 500 pounds on
     or before the effective date for that Substitution Certificate
     (as specified therein).

<PAGE> 88
(f)  Without  prejudice to any provision of Clause 25,  each  New
     Bank  shall, by its execution of a Substitution Certificate,
     accept  that  neither  the  Existing  Bank  party  to   that
     certificate  nor  the Facility Agent, the other  Banks,  the
     Arrangers  or  the Security Agent is in any way  responsible
     for  or  makes any representation or warranty as to (i)  the
     accuracy and/or completeness of any information supplied  to
     such  New  Bank  in  connection with the Finance  Documents,
     (ii)  the  creditworthiness, condition, affairs,  status  or
     nature  of the Obligors or the observance by any of them  of
     any   of  their  obligations  under  any  Finance  Document,
     (iii)  the  legality, validity, effectiveness,  adequacy  or
     enforceability  of  any Finance Document  or  (iv)  the  tax
     status  of any payments to be made to or for the account  of
     such  New Bank by any Obligors or the Facility Agent or  the
     Security Agent under any Finance Document and save,  in  the
     case  of  the  Facility  Agent or  the  Security  Agent,  as
     otherwise  expressly provided herein, none of  such  parties
     shall be or be deemed to be the agent or trustee of such New
     Bank in connection with this Agreement.

(g)  Each  New  Bank  shall, by its execution of  a  Substitution
     Certificate,  be  taken to confirm that it  is  a  financial
     institution   whose  ordinary  business   is   or   includes
     participation in syndicated facilities of this type and that
     it has made its own independent investigation and assessment
     of  the financial condition and affairs of each Obligor  and
     their related entities and other parties considered by it to
     be  relevant  in connection with its participation  in  this
     Agreement  and has not relied exclusively on any information
     provided to it by the Existing Bank or the Facility Agent or
     the  Security Agent or the Arrangers in connection with  any
     Finance  Document.   No  other party shall  be  required  to
     investigate the truth or otherwise of such confirmation  and
     all  parties  to this Agreement shall be entitled  fully  to
     rely   on  that  confirmation  for  the  purposes  of   this
     Agreement.

(h)  The  Facility  Agent  shall  be  entitled  to  rely  on  any
     Substitution  Certificate delivered to it  pursuant  to  the
     provisions  of this Agreement which is complete and  regular
     on its face as regards its contents and appears to be signed
     on  behalf  of the Existing Bank and the New Bank  named  as
     party  to this Agreement, and the Facility Agent shall  have
     no liability or responsibility to any party as a consequence
     of  placing  reliance on and acting in accordance  with  and
     counter-signing that Substitution Certificate.

(i)  The  Facility Agent shall notify the Company promptly of the
     receipt and execution on its behalf by the Facility Agent of
     any Substitution Certificate and shall deliver a copy of  it
     to the Company.

29.5 Reference Banks

     The  Facility Agent may (subject to the Company  giving  its
     consent   thereto,  such  consent  not  to  be  unreasonably
     withheld) nominate additional Banks or Affiliates thereof to
     become  Reference  Banks and such Banks or Affiliates  shall
     become Reference Banks upon their indicating to the Facility
     Agent  that they are prepared to act as such.  The  Facility
     Agent will give the Company written notice of such Banks  or
     Affiliates  having  become  Reference  Banks  as   soon   as
     practical thereafter.  If a Reference Bank (or the  Bank  of
     which  a Reference Bank is an Affiliate, in the case of  any
     Reference  Bank  which is not itself a Bank)  transfers  the
     whole of its rights and obligations under this Agreement  as
     a Bank or ceases to be one of the Banks, the Facility Agent,
     subject to agreement by the Company (such agreement  not  to
     be  unreasonably  withheld or delayed) will appoint  another
     Bank to replace such Bank or Affiliate as a Reference Bank.

<PAGE> 89
29.6 Change of Facility Office

     Each  Bank  shall participate in this Agreement through  its
     Facility  Office(s),  but any Bank may change  its  Facility
     Office with respect to any Utilisation from time to time, on
     giving not less than four Business Days' prior notice to the
     Facility Agent, to any other location in the United Kingdom.

29.7 Increased Costs and Illegality

(a)  Subject  as  provided  in  paragraph  (b)  below,   if   any
     assignment, transfer or substitution of or with  respect  to
     all or any part of the rights or obligations of a Bank under
     this Agreement pursuant to Clause 29.3 or 29.4 or any change
     in  Facility  Office pursuant to Clause 29.6 is  made  which
     results  (or would but for this Clause result) at  the  time
     thereof  in  amounts becoming payable under  Clauses  13  or
     15.1, then the assignee, transferee, New Bank or Bank acting
     through its new Facility Office shall be entitled to receive
     such   amounts  only  to  the  extent  that  the   assignor,
     transferor,  Existing  Bank  or  Bank  acting  through   its
     original  Facility Office would have been  so  entitled  had
     there  been  no  such assignment, transfer, substitution  or
     change  in  Facility Office.  No such assignment,  transfer,
     substitution or change in Facility Office shall be  made  if
     the  assignee, transferee or substitute or such Bank (in the
     case  of  a  change  in Facility Office) would  be  entitled
     immediately afterwards to give notice under Clause 16.

(b)  The  provisions of the first sentence of paragraph (a) above
     shall  not apply in relation to any assignment, transfer  or
     substitution of or with respect to the rights or obligations
     of the Original Banks, provided that the same is effected by
     the  Original Banks within six months from the date of  this
     Agreement.

     However,  the Original Banks will use reasonable  endeavours
     (to  the  extent not materially prejudicial to their ability
     successfully to syndicate the Facilities within  six  months
     of  the  Unconditional Date) to avoid making any assignment,
     transfer  or  substitution to or in favour of any  assignee,
     transferee or New Bank having an entitlement at the time  of
     such  assignment,  transfer or novation to  receive  amounts
     payable  under  Clauses 15 or 16.1 in amounts  greater  than
     would  have been payable by the Obligors hereunder  at  that
     time  in  the  absence  of  such  assignment,  transfer   or
     substitution.

29.8 Sub-participations

     Any  Bank  shall be entitled freely to enter into  any  sub-
     participation  or  other arrangement with  any  third  party
     relating to the Finance Documents which does not transfer to
     that  third  party  any  obligation  and/or  any  legal   or
     equitable  interest in any of the rights arising under  this
     Agreement.

29.9 Timing

     Each Bank undertakes to the Facility Agent that it will  not
     effect  any  assignment or transfer pursuant to Clause  29.3
     and   will  not  enter  into  any  Substitution  Certificate
     pursuant  to  Clause  29.4 on or within five  Business  Days
     before the due date for any payment to be made under any  of
     the  Finance  Documents where it would have  the  effect  of
     altering the amount to be paid by the Facility Agent to such
     Bank consequent on the receipt by the Facility Agent of such
     payment under the Finance Documents.

<PAGE> 90
29.10 Restriction

     Notwithstanding anything to the contrary contained  in  this
     Agreement, unless otherwise agreed by the Majority Banks  in
     any particular case, each Bank may only effect an assignment
     or transfer of, or substitution with respect to, outstanding
     Utilisations   and/or  Commitments  where  the   assignment,
     transfer  or  substitution relates to  all  Utilisations  in
     which it participates and/or all its Commitments pro rata as
     between such Utilisations and/or such Commitments.

30.  SET-OFF AND REDISTRIBUTION

30.1 Set-off

     Each  Bank may (but shall not be obliged to) set off against
     any  obligation of any Obligor due and payable by it  to  or
     for  the  account of such Bank under this Agreement and  not
     paid  on  the due date any moneys held by such Bank for  the
     account  of such Obligor at any office of such Bank anywhere
     and  in any currency, whether or not matured.  Such Bank may
     effect  such  currency  exchanges  as  are  appropriate   to
     implement  the  set-off  and  any  usual  charges  and   all
     applicable  Taxes  in  relation to such  currency  exchanges
     shall  be paid by such Obligor.  Any Bank which has set  off
     shall  give  prompt  notice of that  fact  to  the  relevant
     Obligor.

30.2 Redistribution

(a)  If at any time the proportion which any Bank (the "receiving
     Bank")  has  received or recovered (whether  by  set-off  or
     otherwise)  on account of any sum due from any  Borrower  or
     any Guarantor under this Agreement is greater (the amount of
     the  excess being herein referred to as the "excess amount")
     than  the  proportion  received or  recovered  by  the  Bank
     receiving or recovering the smallest proportion (which shall
     include  a nil receipt) in relation to the sum then  due  to
     the latter Bank from the relevant Borrower or the Guarantors
     under this Agreement, then the receiving Bank shall promptly
     notify the Facility Agent thereof and:-

     (i)  the  receiving  Bank shall promptly and  in  any  event
          within  ten  days of receipt or recovery of the  excess
          amount pay to the Facility Agent an amount equal to the
          excess amount;

     (ii) the  excess amount shall be treated as having been paid
          to  or  recovered by the receiving Bank for the account
          of  the  Facility  Agent for payment to  the  Banks  as
          provided  in paragraph (iii) below, and the obligations
          of  the  relevant  Borrower and the Guarantors  to  the
          receiving  Bank shall only be reduced or discharged  by
          the  receipt or recovery by the receiving Bank of  such
          excess  amount  to  the extent of the receiving  Bank's
          entitlement  to payment by the Facility Agent  pursuant
          to paragraph (iii) below; and

     (iii) the  parties to this Agreement shall  treat  such
          payment  as  if  it  were  a payment  by  the  relevant
          Borrower  or  the Guarantors to the Facility  Agent  on
          account  of a sum owed to the Banks and shall  pay  the
          same  to  the Banks (including the receiving Bank)  pro
          rata to their respective entitlements in such sum;

     provided   that  where  a  receiving  Bank  is  subsequently
     required  to  repay  to any Obligor any amount  received  or
     recovered  by it and dealt with under paragraphs  (i),  (ii)
     and  (iii)  above,  each Bank shall promptly  repay  to  the
     Facility  Agent for the receiving Bank the portion  of  such
     amount distributed to it, together with interest on it at  a

<PAGE> 91
     rate  sufficient  to reimburse the receiving  Bank  for  any
     interest  which it has been required to pay to such  Obligor
     in respect of such portion of such amount.

(b)  Where  a  receiving  Bank  has recovered  any  amount  as  a
     consequence  of  the  satisfaction  or  enforcement   of   a
     judgement  obtained in any legal action  or  proceedings  to
     which it is a party, this Clause 30.2 shall not apply so  as
     to  benefit any other Bank which (being entitled so  to  do)
     did  not  join  with the receiving Bank in  such  action  or
     proceedings,  unless the receiving Bank did not  give  prior
     notice  of its involvement in such action or proceedings  to
     the Facility Agent for disclosure to the other Banks.

(c)   Each Bank shall promptly give notice to the Facility  Agent
      of:-

     (i)  the  institution  by such Bank of any legal  action  or
          proceedings under this Agreement or in connection  with
          this Agreement prior to such institution; and

     (ii) the  receipt  or recovery by such Bank  of  any  amount
          received or recovered by it otherwise than through  the
          Facility Agent.

     Upon receipt of any such notice, the Facility Agent will  as
     soon as practicable thereafter notify all the other Banks.

30.3 Loss Sharing

     Without prejudice to the foregoing provisions of this Clause
     30,  if  it transpires for any reason that after enforcement
     in  full of the Finance Documents any of the liabilities  of
     any  of  the  Obligors  under the Finance  Documents  remain
     undischarged and for any reason any resulting losses are not
     being  borne by the Banks pro rata to the amount which their
     respective  aggregate Commitments bore to the  aggregate  of
     all  the  Commitments  on the date on which  an  Enforcement
     Event occurred, the Banks shall make such payments inter  se
     as  shall  be  required  to ensure that  after  taking  into
     account such payments such losses are borne by the Banks pro
     rata.   For  this  purpose, "Enforcement  Event"  means  the
     Facility  Agent  first exercising any of  its  rights  under
     Clause  23.2(b), (d) or (e) or, having exercised its  rights
     under  Clause 23.2(c), first making demand with  respect  to
     some  or  all of the Advances.  Any assignment, transfer  or
     substitution  by  a  Bank pursuant  to  Clause  29  (whether
     occurring  before or after an Enforcement Event) shall  also
     be  effective  to assign, transfer or effect a  substitution
     pursuant to that Clause with respect to the rights  of  such
     Bank under this Clause 30.3.

31.  GOVERNING LAW AND JURISDICTION

31.1 Governing Law

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

31.2 Courts of England

(a)  For the benefit of each of the Finance Parties, each Obligor
     hereby irrevocably agrees that the High Courts of Justice in
     London, and all appellate courts therefrom have jurisdiction
     to  settle  any  disputes  which may  arise  out  of  or  in
     connection  with any of the Finance Documents and  that  any
     suit,  action  or  proceedings (together  "Proceedings")  in
     connection with any Finance Document may be brought  in  the
     High  Courts  of Justice in London and all appellate  courts
<PAGE> 92
     therefrom and accordingly submits to the jurisdiction of the
     High  Courts  of Justice in London and all appellate  courts
     therefrom.

(b)  Each  Obligor hereby irrevocably and unconditionally  agrees
     that  nothing  in any of the Finance Documents shall  affect
     the right to serve process in any manner permitted by law.

31.3 No limitation

     Nothing  in this Clause 31 shall limit the right of  any  of
     the  Finance Parties to take Proceedings against any Obligor
     in  any other court of competent jurisdiction, nor shall the
     taking  of Proceedings in one or more jurisdiction  preclude
     the taking of Proceedings in any other jurisdiction, whether
     concurrently or not.

32.  CONFIDENTIALITY

     Each  Finance  Party  hereby severally  undertakes  to  each
     Obligor that it will keep confidential and that it will  not
     make  use  of  for  any  purposes (otherwise  than  for  the
     purposes of the Finance Documents and otherwise than in  the
     context  of an addition to its general experience, knowledge
     or  expertise),  any of the Transaction Documents  or  other
     documents  relating  to  this  Agreement  and  all  of   the
     information distributed on behalf of the Obligors or any  of
     them  during syndication or contained in, received under  or
     obtained  in  the  course  of discussions  relating  to  the
     Information  Memorandum  and/or the  Transaction  Documents,
     other than any such document or information which has become
     generally available to banks through no breach by it of this
     Clause,  provided that each Finance Party shall be  entitled
     to make disclosure of the same:-

     (a)  to  its  auditors, accountants, legal counsel  and  tax
          advisers   and  to  any  other  professional   advisers
          appointed  to act in connection with the administration
          of  the  Finance  Documents or the enforcement  of,  or
          realisation of any security provided under, any of  the
          Finance Documents;

     (b)  (whether  or  not  the  relevant assignment,  transfer,
          substitution, sub-participation or other arrangement is
          made)   to   any   proposed  assignee,  transferee   or
          substitute  of, or proposed party to any proposed  sub-
          participation   (or   party   to   any   actual    sub-
          participation)  or  other arrangement  with,  any  Bank
          permitted  pursuant  to this Agreement,  provided  that
          before  any  such disclosure such assignee, transferee,
          substitute or other party expressly undertakes  to  the
          Company  and the Facility Agent in writing to be  bound
          by   this  Clause  32  irrespective  of  whether   such
          assignment, transfer, substitution or other arrangement
          shall proceed;

     (c)  to any other third party where the relevant Obligor has
          previously  agreed  in writing that disclosure  may  be
          made to that third party;

     (d)  to   any  banking  or  other  regulatory  or  examining
          authorities  (whether governmental or otherwise)  where
          such disclosure is requested by them;

     (e)  pursuant  to  subpoena or other legal  process,  or  in
          connection with any action, suit or proceeding relating
          to any of the Finance Documents;

     (f)   pursuant to any law or regulation having the force  of
     law; and

<PAGE> 93
     (g)  to CSW and to any member of the Group.

     The  provisions  of  this  Clause  32  shall  supersede  any
     undertakings  with  respect  to  confidentiality  previously
     given by any Finance Party in favour of any Obligor.

33.  MISCELLANEOUS

33.1 Severability

(a)  If  any  provision of any Finance Document is prohibited  or
     unenforceable  in  any  jurisdiction,  such  prohibition  or
     unenforceability   shall   not  invalidate   the   remaining
     provisions  of such Finance Document or affect the  validity
     or   enforceability   of  such  provision   in   any   other
     jurisdiction.

(b)  If   any   of  the  undertakings  given  in  Clause  21.6(a)
     (Dividends),  21.6(c) (Share Capital and Subordinated  Debt)
     or  21.9(g)  (Constitutional Documents) are not  enforceable
     against any Obligor the obligation on each other Obligor  to
     procure  compliance  with  such  undertaking  shall   remain
     enforceable.

33.2 Certifications

     Where any person gives any certificates on behalf of any  of
     the  parties  to  the  Finance  Documents  pursuant  to  any
     provision   hereof  and  such  certificate  proves   to   be
     incorrect, the individual shall incur no personal  liability
     in  consequence of such certificate being so incorrect  save
     where  such  individual  acted fraudulently,  recklessly  or
     negligently  in giving such certificate (in which  case  any
     liability   of  such  individual  shall  be  determined   in
     accordance with applicable law).

33.3 Accounts as Evidence

     Accounts  maintained by the Facility Agent or each  Bank  in
     connection herewith shall constitute prima facie evidence of
     sums owing to such Bank under this Agreement.

33.4 Press Announcements

     The  Company and the Facility Agent shall agree the form  of
     all  press  announcements issued in respect of  the  Finance
     Documents.

33.5 Counterparts

     This Agreement may be executed in any number of counterparts
     and  all of such counterparts taken together shall be deemed
     to constitute one and the same instrument.


IN WITNESS WHEREOF the parties to this Agreement have caused this
Agreement to be duly executed on the date first written above.


<PAGE> 94
                           SCHEDULE A

                              PART I

                            BORROWERS

CSW INVESTMENTS
State of Incorporation:       England and Wales
Registered Office:            65 Fleet Street
                              London EC4Y 1HS
Registered No: 3123865
Address for Notices:          c/o Central and South Western Corporation
                              PO Box 660164
                              Dallas
                              Texas 75266-0164
                              USA
Attention: Treasurer
Fax: 001 214 7771223


CSW (UK) PLC
State of Incorporation        England and Wales
Registered Office:            65 Fleet Street
                              London EC4Y 1HS
Registered No: 3123442
Address for Notices:          c/o Central and South Western Corporation
                              PO Box 660164
                              Dallas
                              Texas 75266-0164
                              USA
Attention: Treasurer
Fax: 001 214 7771223

<PAGE> 95
                             PART II

                           GUARANTORS

CSW INVESTMENTS
State of Incorporation:       England and Wales
Registered Office:            65 Fleet Street
                              London EC4Y 1HS
Registered No: 3123865
Address for Notices:          c/o Central and South Western Corporation
                              PO Box 660164
                              Dallas
                              Texas 75266-0164
                              USA
Attention: Treasurer
Fax: 001 214 777 1223


CSW (UK) PLC
State of Incorporation:       England and Wales
Registered Office:            65 Fleet Street
                              London EC4Y 1HS
Registered No: 3123442
Address for Notices:          c/o Central and South Western Corporation
                              PO Box 660164
                              Dallas
                              Texas 75266-0164
                              USA
Attention: Treasurer
Fax: 001 214 777 1223


<PAGE> 96
                            PART III

Facility Agent and Security Agent

Credit Suisse,
5 Cabot Square
London E14 4QR
England

Address for notices: as above

Attention:                    Geoff Ireland/John Chrisford
Tel:                          0171-888-8000
Fax:                          0171-888-8398


<PAGE> 97
                           SCHEDULE B

Bank, Facility Office       Tranche 1        Tranche 2       Tranche 3
and Notice Details          Commitment      Commitment      Commitment
                             pounds           pounds          pounds

CITIBANK, N.A.            83,333,333.33    283,333,333.33   50,000,000
P.O. Box 242
336 Strand
London WC2R 1HB
England

Address for notices: as above

Attention: Loans Administration
Tel: 0171-500-4242
Fax: 0171-500-4482

CREDIT SUISSE             83,333,333.34    283,333,333.34   50,000,000
5 Cabot Square
London E14 4QR
England

Address for notices: as above

Attention: Client Services Unit
Tel: 0171-888-8000
Fax: 0171-888-8398

UNION BANK OF SWITZERLAND 83,333,333.33    283,333,333.33   50,000,000
P.O. Box 428
100 Liverpool Street
London EC2M 2RH
England

Address for notices: as above

Attention: Credit Administration
Tel: 0171 901 1777/4770
Fax: 0171 901 3903/1903

                            250,000,000       850,000,000   150,000,000
                              pounds            pounds        pounds

<PAGE> 98
                           SCHEDULE C

                        FORMS OF REQUEST

                        PART I (ADVANCE)


To:  Credit Suisse
     5 Cabot Square
     London E14 4QR


     Attention:  [                               ]


From: [Company or Borrower]              Date: [             ]


                        REQUEST (ADVANCE)
           Facility Agreement dated 5th November, 1995

Dear Sirs,

[On  behalf of] [As] the Borrower named below, we hereby give you
notice  pursuant  to  Clause 5.1 of the above Facility  Agreement
that we require an Advance to be made to the Borrower named below
under the Facility Agreement, as follows

(a)  Borrower:                [                              ]

(b)  Utilisation Date:        [                              ]

(c)  Requested Amount:        [                              ]

(d)  Interest Period:         [                              ]

(e)  Tranche Designation:     [                              ]


Payment  instructions with respect to the proceeds of the Advance
to  be  made in relation to this Request are as follows,  subject
always    to    Clause   12.2   of   the   Facility    Agreement:
[                          ].

+  [We  confirm  that acceptances of the Offer in respect  of  an
aggregate of at least [              ] Shares have been  received
and  that Bidco or its advisers are due to pay a sum of at  least
pounds [         ] to accepting shareholders in the Target within
the  next  five  Business  Days.  We  further  confirm  that  the
proceeds  of  the  Advance hereby requested will  be  applied  in
accordance with the relevant part of Clause 3.1.

OR
+ Include only in Request for Tranche 2 Advances save where the
  proceeds of those Advances are to be used for an alternative
  purpose permitted by Clause 3.1, in which case the purpose
  should be stated in the Request.

<PAGE> 99
Purpose:




Terms  used in this Request and defined in the Facility Agreement
have  the  same  meaning  in  this Request  as  in  the  Facility
Agreement.

We   confirm  that  all  of  the  conditions  precedent  to   the
obligations  of  the  Banks with respect to  the  making  of  the
proposed  Advance  provided  for in  Clause  4  of  the  Facility
Agreement are satisfied or have been waived pursuant to a  Waiver
Letter.

                        Yours faithfully

                     [Authorised Signatory]
                      [for and on behalf of
                     [                    ]

<PAGE> 100
                         PART II (BILLS)

To:  Credit Suisse
     5 Cabot Square
     London E14 4QR



From: [Company or Borrower]                      Date: [       ]



                         REQUEST (BILL)
           Facility Agreement dated 5th November, 1995

Dear Sirs,

[On  behalf of] [As] the Borrower named below, we hereby give you
notice pursuant to Clause 6.1 of the above Facility Agreement  of
the following proposed utilisation of the bill facility under the
Tranche 3 Facility:

(a)  Borrower:                [                       ]

(b)  Utilisation Date:        [                       ]

(c)  Requested Amount:        [                       ]

(d)  Purpose:                 [                       ]

(e)  Interest Period:         [7 to 183 days' duration]

Payment  instructions  with  respect  to  the  proceeds  of   the
Utilisation  to  be  made  in relation to  this  Request  are  as
follows, subject always to Clause 12.2 of the Facility Agreement:
[            ].

Terms  used in this Request and defined in the Facility Agreement
have  the  same  meaning  in  this Request  as  in  the  Facility
Agreement.

We   confirm  that  all  of  the  conditions  precedent  to   the
obligations  of  the  Banks with respect to  the  making  of  the
proposed  Utilisation provided for in Clause 4  of  the  Facility
Agreement are satisfied or have been waived pursuant to a  Waiver
Letter  no Default has occurred and is continuing or would result
from the proposed Utilisation.

                        Yours faithfully

                     [Authorised Signatory]

                      for and on behalf of

<PAGE> 101
                           SCHEDULE D

                    SUBSTITUTION CERTIFICATE

To:  CREDIT SUISSE
     (the "Facility Agent")
     for itself and on behalf of
     the other parties to the Facility
     Agreement and Intercreditor Agreement
     referred to below.


This  Certificate  ("Substitution  Certificate")  relates  to   a
Facility Agreement (together with and as supplemented and amended
by  all Accession Agreements, Substitution Certificates and other
agreements from time to time entered into in relation to it,  the
"Facility  Agreement") dated 5th November, 1995 made between  CSW
Investments as the Company, CSW (UK) plc as Bidco, the  Arrangers
and  the  Banks  (all as defined in the Facility Agreement),  and
Credit Suisse as Facility Agent and Security Agent for the  Banks
in respect of term loan facilities of up to 1,100,000,000  pounds
and a revolving credit facility of up to 150,000,000 pounds,  and
to the Intercreditor  Agreement referred to in the  Facility Agreement.
Terms  defined in the Facility Agreement shall, unless  otherwise
defined  herein, have the same meanings herein as in the Facility
Agreement.

1.   [Existing Bank] (the "Existing Bank"):-

     (a)  confirms  that  the details appearing in  the  Schedule
          hereto  under the headings "Existing Bank's Commitments
          (Portion    Substituted)"    and    "Existing    Bank's
          Participations  in Utilisations (Portion  Substituted)"
          are accurate; and

     (b)  requests [                          ] (the "New  Bank")
          to  accept  and  procure the substitution  pursuant  to
          Clause  29.4 of the Facility Agreement of the  Existing
          Bank  by the New Bank in respect of the portion of  its
          relevant  Commitment(s)  specified  under  the  heading
          "Existing Bank's Commitments (Portion Substituted)"  in
          the   Schedule   hereto  and/or  in  respect   of   the
          Utilisations  referred to under the  heading  "Existing
          Banks'    Participations   in   Utilisations   (Portion
          Substituted)"  by  counter-signing  the  copy  of  this
          Substitution Certificate executed by the Existing  Bank
          and delivering the same to the Facility Agent.

2.   The New Bank hereby requests the Obligors, the Arranger, the
     Banks,  the  Facility Agent and the Security Agent  and  the
     other parties to the Intercreditor Agreement to accept  this
     duly  executed  Substitution Certificate as being  delivered
     pursuant  to  and  for the purposes of Clause  29.4  of  the
     Facility  Agreement  and  Clause  18  of  the  Intercreditor
     Agreement so as to take effect in accordance with its  terms
     under such Clauses on [insert date of substitution].

3.   The  New Bank hereby (a) confirms receipt of a copy  of  the
     Finance  Documents as at the date hereof and all such  other
     documents  and information as it has required in  connection
     herewith,  (b) accepts and confirms the application  of  the
     provisions  of  Clause  29.4 of the Facility  Agreement  and
     Clause  18 of the Intercreditor Agreement as they  apply  in
     connection  herewith  and the transactions  and  matters  to
     occur   in   consequence  hereof,  and  (c)   confirms   the
     correctness of the details specified with respect to  it  in
     the schedule hereto.

<PAGE> 102
4.   The  New  Bank  hereby  undertakes to counter-indemnify  the
     Existing  Bank  for  the New Bank's pro rata  share  of  all
     amounts  payable  by the Existing Bank under  the  Bills  in
     respect of which any liability is intended to be transferred
     hereunder, which Bills are identified in the Schedule.

5.   The New Bank confirms that:

     (a)  it  has  received  a  copy  of  the  Finance  Documents
          together  with such other documents and information  as
          it has required in connection with this transaction;

     (b)  it  has  not relied and will not hereafter rely on  the
          Existing  Bank to check or enquire on its  behalf  into
          the   legality,   validity,  effectiveness,   adequacy,
          accuracy  or  completeness of  any  such  documents  or
          information;

     (c)  it  has  made  its  own independent  investigation  and
          assessment of the financial affairs of each Obligor and
          their related entities and the other parties considered
          by   it   to  be  relevant  in  connection  with   this
          transaction and agrees that it has not relied and  will
          not  rely  on  the  Existing Bank, the  Arrangers,  the
          Facility  Agent,  the Security Agent or  the  Banks  to
          assess or keep under review on its behalf the financial
          condition, creditworthiness, condition, affairs, status
          or nature of any member of the Group or any other party
          to  the  Finance Documents (save as otherwise expressly
          provided therein);

     (d)  it  has  power and authority to become a party  to  the
          Finance Documents and has taken all necessary action to
          authorise  execution  of this Substitution  Certificate
          and  has  obtained all necessary approvals and consents
          to the assumption of its obligations under the Facility
          Agreement and the Intercreditor Agreement; and

     (e)  it is a Recognised Bank.

6.   The  New  Bank hereby undertakes with the Existing Bank  and
     each of the other parties to the Facility Agreement and  the
     Intercreditor  Agreement that it will perform in  accordance
     with  its terms all those obligations which by the terms  of
     the  Facility Agreement and the Intercreditor Agreement will
     be  assumed by it thereunder after delivery of the  executed
     copies  of  this  Substitution Certificate to  the  Facility
     Agent  and  countersignature thereof by the Facility  Agent,
     and  the  New  Bank hereby undertakes to  be  bound  by  the
     provisions  of  the Facility Agreement and the Intercreditor
     Agreement as if the New Bank were an original party thereto.

7.   The Existing Bank hereby gives notice that nothing herein or
     in  any  Finance  Document (or any other  document  relating
     thereto) shall oblige the Existing Bank (i) to accept a  re-
     transfer  from or novation by the New Bank of the  whole  or
     any  part  of its rights, benefits and/or obligations  under
     the Finance Documents or (ii) to support any losses directly
     or  indirectly sustained or incurred by the New Bank for any
     reason  whatsoever including, without limitation,  the  non-
     performance by any Obligor or any other party to the Finance
     Documents  (or  any  document  relating  thereto)  of  their
     obligations  under any such document.  The New  Bank  hereby
     acknowledges  the  absence  of any  such  obligation  as  is
     referred to in paragraphs (i) and (ii) above.

8.   This  Substitution  Certificate shall  be  governed  by  and
     construed in accordance with English law.

9.   This  Substitution Certificate may be executed in any number
     of  counterparts and all of such counterparts taken together
     shall be deemed to constitute one and the same instrument.


<PAGE> 103
              Schedule to Substitution Certificate

Existing Bank's Commitments (Portion Substituted)

Tranche 1 Commitment:

Tranche 2 Commitment:

Tranche 3 Commitment:

Existing   Bank's   Participations   in   Utilisations   (Portion
Substituted)

Tranch   Amount         Amount hereby   Type of      Utilisation  Next
         of Existing    Substituted     Utilisation  Date         Interest
         Bank's
         participation                                            Payment Date




Details of Bills:



Existing Bank:                          New Bank:
[Name]                                  [Name]

By:                                     By:

Date:                                   Date:

                                        Facility Office:
                                        Address for Notices:
                                        Attention:
                                        Telex:
                                        Fax:

CREDIT SUISSE
for itself and as Facility Agent and for and
on behalf of the Obligors, the Arrangers,
the Banks and the Security Agent and each
of the parties to the Intercreditor Agreement


By:            By:

Date:

<PAGE> 104
                           SCHEDULE E

                 CALCULATION OF ADDITIONAL COST


(1)  The  Additional Cost relative to each Advance where (and  to
     the  extent  that) Banks making such Advance are subject  to
     the  Mandatory  Liquid Asset requirements  of  the  Bank  of
     England, will be, subject as hereinafter provided,  for  the
     Interest Period relating to such Advance (or, if longer than
     three  months, for each consecutive period of  three  months
     within  such  Interest Period and for any  balance  of  such
     Interest  Period) (which Interest Period if not longer  than
     three  months and each other such period is herein  referred
     to  as  a  "Relevant Period") the percentage  rate  (or  the
     arithmetic  average of the percentage rates where  there  is
     more than one Reference Bank supplying the same) supplied by
     the  Reference Banks (or such of them as supply  it  to  the
     Facility Agent) arrived at by applying the following formula
     in relation to each Reference Bank:-

     Additional Cost = BY + L(Y-X) + S(Y-Z) % per annum
                         100-(B + S)

     Where:-

     B   =     The  percentage  of  such  Reference  Bank's
               eligible liabilities then required to be held on a
               non-interest-bearing deposit account with the Bank
               of England pursuant to the cash ratio requirements
               of the Bank of England.

     Y   =     The  rate at which Sterling deposits  in  an
               amount approximately equal to the principal amount
               of such Advance are offered by such Reference Bank
               to leading banks in the London Interbank Market at
               or  about  11.00  a.m.  on  the  Utilisation  Date
               relative to such Advance (or the first day of  the
               relevant  Interest Period) for a period comparable
               to   the  Relevant  Period  in  relation  to  such
               Advance.

     L =       The   average   percentage   of   eligible
               liabilities which the Bank of England from time to
               time  requires each Reference Bank to maintain  as
               secured  money with members of the London Discount
               Market  Association and/or as secured  call  money
               with  those  money  brokers and gilt-edged  market
               makers recognised by the Bank of England.

     X =       The  rate at which secured Sterling deposits
               in  an amount approximately equal to the principal
               amount  of  such  Advance may be  placed  by  such
               Reference Bank with members of the London Discount
               Market  Association and/or as secured  call  money
               with money brokers and gilt-edged market makers at
               or  about 11.00 a.m. on such Utilisation Date  (or
               the first day of the relevant Interest Period) for
               a  period  comparable to the  Relevant  Period  in
               relation to such Advance.

     S =       The  percentage  of  such  Reference  Bank's
               eligible liabilities then required to be placed as
               a special deposit with the Bank of England.

<PAGE> 105
     Z =       The  percentage  interest  rate  per  annum
               allowed   by  the  Bank  of  England  on   special
               deposits.

     For  the  purposes of this paragraph "eligible  liabilities"
     and  "special deposits" shall bear the meanings ascribed  to
     them from time to time by the Bank of England.

(2)  In the application of the above formula, B, Y, L, X, S and Z
     will  be  included  in the formula as  figures  and  not  as
     percentages,  e.g.  if B = 0.5% and Y  =  15%,  BY  will  be
     calculated as 0.5 x 15 and not as 0.5% x 15%.

(3)  The  Additional  Cost  computed by  the  Facility  Agent  in
     accordance  with this schedule shall be rounded  upward,  if
     necessary, to four decimal places.

(4)  The  calculation in respect of the Additional Cost for  each
     Advance denominated in Sterling will be made by the Facility
     Agent on the first day of each Relevant Period.

(5)  Calculations will be made on the basis of a year of 365 days
     and the actual number of days elapsed.

(6)  If  no  Reference Bank furnishes the appropriate information
     for the purposes of this Schedule, the Additional Cost shall
     be  determined  by the Facility Agent on the basis  of  such
     other information and quotations as the Facility Agent shall
     reasonably determine to be appropriate.

(7)  In  the  event  of a change in circumstances (including  the
     imposition    of   alternative   or   additional    official
     requirements, excluding capital adequacy requirements) which
     renders  the  above formula inappropriate in the  reasonable
     opinion  of  the  Facility Agent, the Facility  Agent  shall
     promptly notify the Company and the Banks thereof and (after
     consultation with the Reference Banks and the Company) shall
     notify  the  Borrowers of the manner in which the Additional
     Cost  shall thereafter be determined (which manner shall  be
     determined  in  a  bona  fide  manner  and  provide  a  fair
     assessment of the Additional Cost) and the Obligors and  the
     Banks shall be bound thereby.


<PAGE> 106
                           SCHEDULE F

                       ACCESSION AGREEMENT


THIS ACCESSION AGREEMENT is dated the        day of             ,
19    and made BETWEEN [                       ] (the "Additional
Borrower") (1),  (the "Company" and an "Existing Borrower" and  a
"Guarantor")  (2),  CSW  (UK)  PLC  ("Bidco")  and  an  "Existing
Borrower" and a "Guarantor") (3) [                        ] (each
also  an  "Existing  Borrower") (4), and  CREDIT  SUISSE  in  its
capacities  as Arranger, Facility Agent and Security Agent  under
the  Facility Agreement referred to in Recital (A) hereof and  on
behalf  of  the  other  Arrangers and the Banks  parties  to  and
defined as such in such Facility Agreement and on behalf of  each
of  the parties to the Intercreditor Agreement (5) other than the
Obligors.

WHEREAS:

(A)  By and upon and subject to the terms of a facility agreement
     (the   "Facility   Agreement",  which  term   includes   any
     supplements and amendments thereto which may at any time  be
     made   in   relation  thereto  and  also  any   Substitution
     Certificates  and Accession Agreements) dated 5th  November,
     1995  made  between the Company and Bidco as  Borrowers  and
     Guarantors  as therein defined, the Arrangers,  the  several
     banks  parties thereto as Banks, Credit Suisse  as  Facility
     Agent  and  Security  Agent,  term  loan  facilities  and  a
     revolving credit facility were made available to certain  of
     the Borrowers (as defined in the Facility Agreement).

(B)  Each  of  the  entities expressed to be party hereto  (other
     than  the Additional Borrower), whether directly or  through
     signature hereof by the Facility Agent or the Company on its
     behalf,  is  a  party  to  the Facility  Agreement  and  the
     Intercreditor  Agreement either by having been  an  original
     party  thereto  or pursuant to an Accession Agreement  or  a
     Substitution Certificate to which it is party or otherwise.

(C)  The  Additional  Borrower wishes  to  become  party  to  the
     Facility  Agreement as a Borrower  pursuant to the procedure
     established  in  Clause 19 of the Facility Agreement  and  a
     party  to  the  Intercreditor  Agreement  pursuant  to   the
     procedure  established  in Clause 18  of  the  Intercreditor
     Agreement, by the execution of this Accession Agreement.

NOW IT IS HEREBY AGREED as follows:-

1.   Definitions

     Terms used herein which are defined in or to which a meaning
     or  construction is assigned by or in the Facility Agreement
     shall,  unless  otherwise  defined  herein,  have  the  same
     meaning and construction herein as therein.

2.   Agreements, Confirmations and Representations

(a)  The Additional Borrower hereby:-

     (i)  confirms  that it has received a copy of  the  Facility
          Agreement  and  the  Intercreditor Agreement,  together
          with  such  other documents and information as  it  has
          required in connection herewith and therewith;

<PAGE> 107
     (ii) agrees  to  become, with effect from the date  of  this
          Accession  Agreement  a Borrower   under  the  Facility
          Agreement   and  an  Obligor  under  the  Intercreditor
          Agreement and agrees to be bound in such capacity  with
          effect  from  such date by the terms  of  the  Facility
          Agreement   and   the   Intercreditor   Agreement   and
          undertakes accordingly to perform its obligations as  a
          Borrower or, as the case may be, Obligor thereunder;

     (iii) confirms the accuracy of the information set  out
          under its name at the end of this Accession Agreement;

     (iv) represents and warrants as a Borrower to the  Arranger,
          the Banks, the Security Agent and the Facility Agent in
          the  terms of Clause 20.1 (other than paragraphs  [(k),
          (l),  (m),  and (o)(ii),] of the Facility Agreement  by
          reference  to the facts and circumstances  existing  at
          the date hereof; and

     (v)  confirms  that it has not relied on any of the  Finance
          Parties,  to  assess or inform it as to  the  legality,
          validity,  effect  or enforceability  of  the  Facility
          Agreement  or the Intercreditor Agreement or any  other
          document  referred  to  therein  or  the  accuracy   or
          completeness of any such information as is referred  to
          in   paragraph   (i)  above  or  the  creditworthiness,
          affairs,  condition or status of any of the parties  to
          the  Facility Agreement or the Intercreditor Agreement,
          or any such other document.

(b)  The  Existing  Borrower(s), the Guarantors and  the  Finance
     Parties  and  the  parties  to the  Intercreditor  Agreement
     hereby  agree  amongst themselves and  with  the  Additional
     Borrower that the Additional Borrower shall become party  to
     the  Facility Agreement and the Intercreditor Agreement with
     effect from the date of this Accession Agreement.

3.   Law

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

IN  WITNESS WHEREOF the parties hereto have caused this Accession
Agreement to be duly executed on the date first written above.


Additional Borrower:


Company:

CSW INVESTMENTS


for itself and as agent for and on
behalf of the Existing Borrowers and
the Guarantors

By:

<PAGE> 108
Facility Agent:

CREDIT SUISSE


for itself and as Facility Agent and
for and on behalf of the Arrangers,
the Banks and the Security Agent
and all parties to the
Intercreditor Agreement
other than the Obligors

By:

<PAGE> 109
                           SCHEDULE G

                DOCUMENTARY CONDITIONS PRECEDENT


1.   A   certified  copy  of  the  memorandum  and  articles   of
     association (if any), statutes or by-laws and of each  other
     constitutional or governing document of each Obligor.

2.   A  certified  copy  or  originals of all  other  Transaction
     Documents.

3.   The  fee letter(s) referred to in Clause 26.2 and 26.3  duly
     executed by the Company.

4.   At  least two originals of (a) the Security Documents,  duly
     executed  by each relevant Obligor, and (b) (if Subordinated
     Debt  is to be subscribed) the Intercreditor Agreement, duly
     executed by all parties other than the Finance Parties.

5.   A  certified copy of a resolution of the Directors  of  each
     Obligor  approving the transactions and matters contemplated
     by  this Agreement and the other Finance Documents to  which
     it  is  a  party and authorising an Authorised Signatory  of
     such Obligor to execute respectively on their behalf all the
     Finance Documents to which they are party and in the case of
     documents  to  be  executed  under  seal  or  as   a   deed,
     authorising  the  execution  thereof  as  a  deed   or   the
     affixation  of  the seal and the witnessing thereof  by  the
     appropriate   officers  in  accordance  with  the   relevant
     Obligor's  articles  of association,  statutes,  by-laws  or
     other constitutional documents.

6.   A  copy  of  (and  of  all applications  for)  any  and  all
     approvals,   consents,   licences,  exemptions   and   other
     requirements of governmental and other authorities  required
     for   the  entering  into  or  performance  of  the  Finance
     Documents and any other Transaction Document.

7.   A  specimen, of the signature of each person (each being  an
     Authorised  Signatory)  authorised to  execute  any  of  the
     Finance  Documents on behalf of any Obligor and/or  to  sign
     all   notices,   certificates   and   other   documents   or
     communications to be delivered by such Obligor thereunder.

8.   An  opinion, addressed to the Facility Agent and the  Banks,
     of  English  legal advisers to the Facility  Agent  and  the
     Banks  as to such matters relating to the Obligors and their
     obligations  under  the Finance Documents  as  the  Facility
     Agent may reasonably require.

9.   The  Offer  Document,  reflecting  the  text  of  the  Press
     Release.

10.  The Press Release.

11.  A copy of any and each Licence Undertaking.

12.  A  copy  of  any  amendments  to  be  made  to  the  Licence
     consequent on the acquisition of the Shares by the Company.

<PAGE> 110
                           SCHEDULE H

                          Form of Bill


Face of Bill

No.                 for pounds ...................

                                       Commitment  pounds .......... 19.....

To


On  ................................... 19.... pay  against  this
Bill    of    Exchange    to    our    order    the    sum     of
 ....................................................  for   value
received against [                                ].



                                             For and on behalf of




                                             ....................
                                             Authorised Signatory


Reverse of Bill

For and on behalf of




 ....................
Authorised Signatory

<PAGE> 111
                           SCHEDULE I

                    Form of Power of Attorney


THIS  POWER  OF ATTORNEY is made as a deed the            day  of
199[     ] by [                              ] (registered number
[                        ])  (the "Borrower") for the purposes of
a  Facility  Agreement dated 5th November,  1995  (the  "Facility
Agreement")   made  between  (inter  alios)  the  Borrower,   the
Arrangers,  the  Banks and Credit Suisse as  Facility  Agent  and
Security Agent.

1.   Terms  defined in the Facility Agreement have their  defined
     meanings when used in this Deed.

2.   The  Borrower  hereby  appoints  Credit  Suisse  to  be  the
     attorney  of  the  Borrower, on behalf of the  Borrower,  to
     draw,  endorse and deliver, in accordance with the following
     provisions  of  this Deed, any Bills which the  Borrower  is
     obliged  under Clause 6 of the Facility Agreement to  ensure
     that  the  Facility  Agent  receives  as  a  result  of  any
     Utilisations  of the Tranche 3 Facility by the  Borrower  by
     way of Bills.

3.   The  powers conferred on Credit Suisse under paragraph 2  of
     this  Deed shall be exerciseable jointly by any two  persons
     (whether  or  not  directors) who are  for  the  time  being
     authorised signatories of Credit Suisse.

4.   In  exercising  those  powers, such  authorised  signatories
     shall:

     (i)  act  as the agents of Credit Suisse in its capacity  as
          the Borrower's attorney under this Deed; and

     (ii) sign  on  behalf of Credit Suisse and the  Borrower  as
          follows:

     "For  and  on behalf of [            ] by Credit  Suisse  as
     Attorney.



     ....................
     Authorised Signatory"

5.   Any  authorised  signatory of Credit Suisse  may  make  such
     arrangements  as are customary for facilities of  this  type
     for  the  Bills  drawn and endorsed under this  Deed  to  be
     delivered in accordance with the Facility Agreement.

6.   Any  Bills drawn, endorsed and delivered in accordance  with
     this  Deed  shall  be  binding upon  the  Borrower  for  all
     purposes and the Borrower hereby agrees to ratify any action
     taken  by  or on behalf of Credit Suisse in accordance  with
     the terms of this Deed.

7.   This  Deed shall remain in full force and effect and may  be
     acted upon until the receipt by Credit Suisse of a notice in
     writing  which is signed by a director or the  secretary  of
     the   Borrower,  is  addressed  to  Geoff  Ireland  or  John
     Chrisford of Credit Suisse, is left at (not posted  to)  the
     offices of Credit Suisse and expressly revokes this Deed.

<PAGE> 112
8.   Notwithstanding the foregoing such revocation shall not take
     effect  with  respect to any Bills in relation  to  which  a
     Drawdown Notice has been issued prior to the time of receipt
     by  Credit Suisse of the notice of revocation referred to in
     paragraph  7  above and in relation to which the  powers  of
     Credit  Suisse contained in this Deed shall remain  in  full
     force and effect.

9.   This Deed shall be governed by English law.

IN WITNESS  whereof the Borrower has executed this  Deed  on  the
     date first before written.

Executed as a deed by    )
[                  ]     )
acting by                )
and                      )



 ..........................
director




 ..........................
director/secretary

<PAGE> 113
                SIGNATORIES TO FACILITY AGREEMENT

The Company

CSW INVESTMENTS

By:  S. MCDONNELL


Bidco

CSW (UK) PLC

By:  S. MCDONNELL


The Arrangers

CITIBANK INTERNATIONAL PLC

By:  E. ROBINSON


CREDIT SUISSE

By:  S. JACKSON          By:  R. SMITH-MORGAN


UNION BANK OF SWITZERLAND

By:  B. MILLS            By:  P. COSTELLO


The Original Banks

CITIBANK, N.A.

By:  S. ZAMAN


CREDIT SUISSE

By:  S. JACKSON          By:  R. SMITH-MORGAN


UNION BANK OF SWITZERLAND

By:  B. MILLS            By:  P. COSTELLO


The Facility Agent and the Security Agent

CREDIT SUISSE

By:  S. JACKSON               By:  R. SMITH-MORGAN